-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VD+g3WGaRzWSX5sp/LWwGFVseOxuw5poy5iAmbtPgQLLNrGKDYllB93I8TVPdLxB UJgdKQFkPwpcFxMkqiXmHg== 0000928385-00-001102.txt : 20000411 0000928385-00-001102.hdr.sgml : 20000411 ACCESSION NUMBER: 0000928385-00-001102 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20000410 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EFTC CORP/ CENTRAL INDEX KEY: 0000916797 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 840854616 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-49123 FILM NUMBER: 597990 BUSINESS ADDRESS: STREET 1: HORIZON TERRACE STREET 2: 9351 GRANT STREET SIXTH FL CITY: DENVER STATE: CO ZIP: 80229 BUSINESS PHONE: 3034518200 MAIL ADDRESS: STREET 1: HORIZON TERRACE STREET 2: 9351 GRANT STREET SIXTH FL CITY: DENVER STATE: CO ZIP: 80229 FORMER COMPANY: FORMER CONFORMED NAME: ELECTRONIC FAB TECHNOLOGY CORP DATE OF NAME CHANGE: 19940103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THAYER BLUM FUNDING LLC CENTRAL INDEX KEY: 0001110573 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1455 PENNSYLVANIA AVENUE N W SUITE 350 CITY: WASHINGTON STATE: DC ZIP: 20004 BUSINESS PHONE: 2023710150 MAIL ADDRESS: STREET 1: 1455 PENNSYLVANIA AVENUE N W SUITE 350 CITY: WASHINGTON STATE: DC ZIP: 20004 SC 13D 1 SCHEDULE 13D CUSIP No. 268443 10 8 Page 1 of 24 --------------------------------- OMB APPROVAL --------------------------------- OMB Number: 3235-0145 Expires: October 31, 1997 Estimated average burden hours per response . . . 14.90 --------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 ________________________________________________________________________________ EFTC CORPORATION (Name of Issuer) Common Stock, par value $0.01 per share ________________________________________________________________________________ (Title of Class of Securities) 268443 10 8 ----------- (CUSIP Number) Jeffrey W. Goettman Thayer-BLUM Funding, L.L.C. 1455 Pennsylvania Avenue, N.W. Washington, D.C. 20004 (202) 371-0150 with a copy to: Eric A. Stern, Esq. Latham & Watkins 1001 Pennsylvania Avenue, N.W. Washington, D.C. 20004 (202) 637-2200 _______________________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 30, 2000 -------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. Note: Schedules filed in paper format shall include a signed original and five copies of this schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 268443 10 8 Page 2 of 24 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON THAYER-BLUM FUNDING, L.L.C. SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X] (b) - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER ----------------------------------------------------- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 3,093,154 ----------------------------------------------------- EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,093,154 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,093,154 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO (LIMITED LIABILITY COMPANY) - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. CUSIP No. 268443 10 8 Page 3 of 24 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON THAYER EQUITY INVESTORS IV, L.P. SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X] (b) - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER ----------------------------------------------------- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 3,093,154 ----------------------------------------------------- EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,093,154 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,093,154 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. CUSIP No. 268443 10 8 Page 4 of 24 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON TC EQUITY PARTNERS IV, L.L.C. SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X] (b) - -------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS SEE ITEM 3. - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER ----------------------------------------------------- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 3,093,154 ----------------------------------------------------- EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,093,154 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,093,154 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO (LIMITED LIABILITY COMPANY) - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. CUSIP No. 268443 10 8 Page 5 of 24 - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON TC MANUFACTURING HOLDINGS, L.L.C. SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X] (b) - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER ---------------------------------------------------- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 3,093,154 ---------------------------------------------------- EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,093,154 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,093,154 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.9% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO (LIMITED LIABILITY COMPANY) - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. CUSIP No. 268443 10 8 Page 6 of 24 - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON TC CO-INVESTORS IV, LLC SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS SEE ITEM 3. - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER ---------------------------------------------------- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 3,093,154 ---------------------------------------------------- EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,093,154 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,093,154 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.9% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO (LIMITED LIABILITY COMPANY) - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. CUSIP No. 268443 10 8 Page 7 of 24 - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON TC MANAGEMENT PARTNERS IV, L.L.C. SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS SEE ITEM 3. - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER ---------------------------------------------------- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING 3,093,154 ---------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,093,154 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,093,154 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.9% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO (LIMITED LIABILITY COMPANY) - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. CUSIP No. 268443 10 8 Page 8 of 24 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON FREDERIC V. MALEK SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS SEE ITEM 3. - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER ----------------------------------------------------- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING 3,093,154 ----------------------------------------------------- REPORTING PERSON 9 SOLE DISPOSITIVE POWER ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,093,154 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,093,154 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. CUSIP No. 268443 10 8 Page 9 of 24 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON CARL J. RICKERTSEN SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS SEE ITEM 3. - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER ----------------------------------------------------- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 3,093,154 ----------------------------------------------------- REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,093,154 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,093,154 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. CUSIP No. 268443 10 8 Page 10 of 24 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON JEFFREY W. GOETTMAN SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS SEE ITEM 3. - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER ----------------------------------------------------- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 3,093,154 ----------------------------------------------------- REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,093,154 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,093,154 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. CUSIP No. 268443 10 8 Page 11 of 24 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON SUSAN GALLAGHER SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS SEE ITEM 3. - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER ----------------------------------------------------- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 3,093,154 ----------------------------------------------------- REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,093,154 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,093,154 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. CUSIP No. 268443 10 8 Page 12 of 24 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON RBCA STRATEGIC PARTNERS,L.P SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-3303833 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER ----------------------------------------------------- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 3,093,154 ----------------------------------------------------- REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,093,154 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,093,154 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. CUSIP No. 268443 10 8 Page 13 of 24 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON BLUM CAPITAL PARTNERS, L.P. SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-3205364 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER ----------------------------------------------------- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 3,093,154 ----------------------------------------------------- REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,093,154 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,093,154 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN,IA - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. CUSIP No. 268443 10 8 Page 14 of 24 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON RICHARD C. BLUM & ASSOCIATES, INC. SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-2967812 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER ----------------------------------------------------- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 3,093,154 ----------------------------------------------------- REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,093,154 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,093,154 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. CUSIP No. 268443 10 8 Page 15 of 24 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON RCBA GP, L.L.C. SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-3303831 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER ----------------------------------------------------- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 3,093,154 ----------------------------------------------------- REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,093,154 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,093,154 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO (LIMITED LIABILITY COMPANY) - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. CUSIP No. 268443 10 8 Page 16 of 24 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON RICHARD C. BLUM SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER ----------------------------------------------------- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 3,093,154 ----------------------------------------------------- REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,093,154 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,093,154 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 17 of 24 Item 1. Security: This Schedule 13d relates to a warrant to purchase -------- 3,093,154 shares (the "Warrant"), of the common stock, $.01 par value per share (the "Common Stock"), of EFTC Corporation (the "Issuer" or "Company"). Issuer: EFTC ------ Corporation 9351 Grant Street Denver, Colorado 80229. Item 2. Identity and Background: ----------------------- (a), (b), (c) and (f): This Schedule 13D is being filed jointly by Thayer-BLUM Funding, L.L.C., a Delaware limited liability company (the "Purchaser"), Thayer Equity Investors IV, L.P., a Delaware limited partnership, TC Equity Partners IV, L.L.C., a Delaware limited liability company, TC Manufacturing Holdings, L.L.C., a Delaware limited liability company, TC Co-Investors IV, LLC, a Delaware limited liability company, TC Management Partners IV, L.L.C., a Delaware limited liability company (together each of Thayer Equity Investors IV, L.P., TC Equity Partners IV, L.L.C., TC Manufacturing Holdings, L.L.C., TC Co- Investors IV, LLC, and TC Management Partners IV, L.L.C., the "Thayer Entities"), RCBA Strategic Partners, L.P., a Delaware limited partnership, BLUM Capital Partners, L.P., a California limited partnership, Richard C. Blum & Associates, Inc., a California corporation, RCBA GP, L.L.C., a Delaware limited liability company (together each of RCBA Strategic Partners, L.P., BLUM Capital Partners, L.P., Richard C. Blum & Associates, Inc., and RCBA GP, L.L.C. the "BLUM Entities") and Frederic V. Malek, Carl J. Rickertsen, Jeffrey W. Goettman, Susan Gallagher and Richard C. Blum as individuals (the "Individuals") (each of the Purchaser, the Thayer Entities, the BLUM Entities, and the Individuals a "Reporting Person" and taken together the "Reporting Persons"). The principal business offices of each of Purchaser, the Thayer Entities, and Frederic V. Malek, Carl J. Rickertsen, Jeffrey W. Goettman and Susan Gallagher is 1455 Pennsylvania Avenue, N.W., Suite 350, Washington D.C. 20004. The business address of each of the BLUM Entities and Richard C. Blum is 909 Montgomery Street, Suite 400, San Francisco, Ca. 94133. Thayer-BLUM Funding, L.L.C. was formed to hold securities of the Issuer. Thayer Equity Investors IV, L.P. and TC Manufacturing Holdings, L.L.C. are members of Thayer-BLUM Funding, L.L.C. TC Equity Partners IV, L.L.C. is the general partner of Thayer Equity Investors IV, L.P. TC Co-Investors IV, LLC is the managing member of TC Manufacturing Holdings, L.L.C. TC Management Partners IV, L.L.C. is the managing member of TC Co-Investors IV, LLC. The principal business of each of TC Equity Partners IV, LLC and TC Co-Investors IV, LLC. is making investments in various industries and providing management services to portfolio companies. RCBA Strategic Partners, L.P. is a member of Thayer-BLUM Funding, L.L.C. RCBA GP, L.L.C. is the general partner of RCBA Strategic Partners, L.P. The principal business of RCBA GP, L.L.C. is making investments in various industries and providing management services to portfolio companies. Page 18 of 24 Each of Frederic V. Malek, Carl J. Rickertsen, Jeffrey W. Goettman and Susan Gallagher are private investment managers and citizens of the United States, and members of TC Management Partners IV, L.L.C. and TC Equity Partners IV, L.L.C. Richard C. Blum is a private investment manager and a citizen of the United States. Jeffrey W. Goettman and John C. Walker (a partner in RCBA Strategic Partners, L.P.) have been appointed Directors of the Issuer. (d) and (e): During the last five years, no Reporting Person (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor (ii) has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction, and is or was, as a result of such proceeding, subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration: ------------------------------------------------- The source of funds for the purchases of securities by Purchaser was working capital of the Thayer Entities and the BLUM Entities. Item 4. Purpose of Transaction: ---------------------- (a) & (b) The acquisition of the Warrant by the Purchaser was made pursuant to a Securities Purchase Agreement (the "Purchase Agreement"), dated March 30, 2000, between the Company and the Purchaser, the terms of which are more fully described in Item 6 below. The Purchase Agreement obligates the Purchaser to engage in a tender offer, subject to certain conditions (as set forth in Annex I of the Purchase Agreement) for up to 8,250,000 shares of the Common Stock (the "Tender Offer") at a price of $4.00 per share. If the Tender Offer is consummated and at least 500,000 shares of Common Stock were tendered in the Tender Offer it will be considered a "Successful Tender Offer." In the event of a Successful Tender Offer, the Warrant will be cancelled and the Purchaser will exchange a currently outstanding senior subordinated note with an aggregate principal amount of $54,000,000 (the "Exchangeable Note") issued by the Company for a convertible note (the "Convertible Note") with a principal amount equal to the principal amount of the Exchangeable Note, plus accrued and unpaid interest thereon. A Successful Tender Offer will result in the Purchaser acquiring effective control of the Company. If the condition for a Successful Tender Offer is not met, the Warrant will not be cancelled and the Purchaser intends to hold the Warrant for investment purposes. Other than as contemplated by the Purchase Agreement and the transactions contemplated therein, no Reporting Person has any specific plan or proposal to acquire or dispose of the Warrant or any shares of Common Stock. Other than the Tender Offer and related transactions as contemplated by the Purchase Agreement, none of the Reporting Persons has any plans or proposals which relate to, or could result in, an extraordinary corporate transaction. (c) Except to the extent the foregoing could be considered a sale or transfer of assets of the Company, none of the Reporting Persons has any plans or proposals which relate to, or could result in, the matters referred to in paragraph (c) of the instructions to Item 4 of Schedule 13D. Page 19 of 24 (d) As a result of the transactions contemplated by the Purchase Agreement, the Company has increased its Board of Directors by two members and has appointed persons nominated by the Purchaser to fill the vacancies so created. Upon the completion of a Successful Tender Offer pursuant to the transactions contemplated by the Purchase Agreement, it is the intent of the Purchaser and the Company that the Purchaser will nominate a majority of the Board of Directors of the Company. The Reporting Persons have no other specific plan or proposal to change the Board of Directors or management of the Company. (e) In connection with the Purchase Agreement, in consideration of $54,000,000, on March 30, 2000, the Company issued the Warrant and the Exchangeable Note to the Purchaser. Concurrently therewith, the Company entered into a bank credit facility which replaced its then existing bank credit facility. Other than as set forth above, the Reporting Persons have no specific plan or proposal to materially change the capitalization or dividend policy of the Company. (f) Except to the extent the foregoing could be considered a material change in the business or corporate structure of the Company, none of the Reporting Persons has any plans or proposals which relate to, or could result in, the matters referred to in paragraph (f) of the instructions to Item 4 of Schedule 13D. (g) It is the understanding of the Reporting Persons that in connection with the transactions contemplated by the Purchase Agreement due to the large number of shares of Common Stock for which the Convertible Note could potentially be converted into, the Company may seek shareholder approval to increase the authorized number of shares of Common Stock. (h) though (j) None of the Reporting Persons has any plans or proposals which relate to, or could result in, the matters referred to in paragraphs (h) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer: ------------------------------------ (a) The Reporting Persons listed in Item 2 above may be deemed to be members in a group, in which case each Reporting Person would be deemed to have beneficial ownership of 3,093,154 shares of Common Stock which accounts for 19.9% of the outstanding Common Stock. (b) The Reporting Persons listed in Item 2 above share the power to vote, direct the vote, dispose, or direct the disposition of all the shares of Common Stock covered by this Schedule 13D. The participation in this filing by Frederic V. Malek, Carl J. Rickertsen, Jeffrey W. Goettman, Susan Gallagher and Richard C. BLUM shall not be construed as an admission that they or any other member, managing member, director, executive officer, limited partner, general partner or shareholder of the Thayer Entities or the BLUM Entities is, for any purpose, a beneficial owner of any of the Common Stock of the Issuer except to the extent of any pecuniary interest therein. Page 20 of 24 (c) The Reporting Persons have not acquired any shares of Common Stock of the Company during the past sixty days, other than the purchases reported herein. (d) Not Applicable. (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect ---------------------------------------------------------------------- to Securities of the Issuer: --------------------------- Pursuant to the Purchase Agreement, the Purchaser has purchased the Exchangeable Note and the Warrant for an aggregate purchase price of $54,000,000. The Purchase Agreement contains the further agreement of the Purchaser to engage in the Tender Offer as described in Item 4 above. The Tender Offer is subject to certain conditions set forth in Annex I of the Purchase Agreement. Except for the obligation of the Purchaser to engage in the Tender Offer on the terms set forth in the Purchase Agreement and the related cancellation of the Warrant and exchange of the Exchangeable Note for the Convertible Note upon the consummation of a Successful Tender Offer, none of the Reporting Persons is party to any contracts, arrangements or understandings with respect to the transfer of any securities of the Issuer. Pursuant to a voting agreement (the "Voting Agreement") between the Purchaser and certain shareholders of the Issuer signatory thereto, such shareholders have agreed to vote their shares of Common Stock in favor of the issuance of the Convertible Note in the event of a Successful Tender Offer at a meeting of the Issuer's shareholders to be called for such purpose pursuant to the Purchase Agreement. The Voting Agreement will terminate upon the earliest to occur of (i) receipt of shareholder approval for the issuance of the Convertible Note, (ii) the date on which the Issuer's shareholders shall vote on and fail to approve such issuance, or (iii) December 31, 2000. The Issuer and the Purchaser have entered into a registration rights agreement, dated as of March 30, 2000 (the "Registration Rights Agreement"). Pursuant to the Registration Rights Agreement, the Purchaser (and any of its permitted transferees) will have the right to require the Company to register the shares of Common Stock held by such persons (whether acquired pursuant to exercise of the Warrant, conversion of the Convertible Note, or purchase in the Tender Offer or otherwise) under the Securities Act of 1933, as amended (the "Securities Act"), in certain circumstances. If the Issuer proposes to register its securities under the Securities Act, either for its own account or the account of others, the Purchaser (and any of its permitted transferees) will be entitled to notice of such registration and to include their shares in such registration; provided, among other conditions, that the underwriters for any such offering will have the right to limit the number of such shares included in such registration, subject to certain conditions. Other than as described above, the Reporting Persons do not have any contracts, arrangements, understandings or relationships with any person with respect to any securities of the Issuer. Page 21 of 24 Item 7. Material to be Filed as Exhibits: -------------------------------- Exhibit A: Purchase Agreement Exhibit B: Voting Agreement Exhibit C: Registration Rights Agreement Exhibit D: Joint Filing Agreement Exhibit E: Power of Attorney Page 22 of 24 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: April 10, 2000 THAYER-BLUM FUNDING, L.L.C. /s/ Jeffrey Goettman By: ________________________ Name: Jeffrey Goettman Title: Authorized Person THAYER EQUITY INVESTORS IV, L.P. By: TC Equity Partners IV, L.L.C., its General Partner /s/ Carl J. Rickertsen By: ________________________ Name: Carl J. Rickertsen Title: Managing Member TC EQUITY PARTNERS IV, L.L.C. /s/ Carl J. Rickertsen By: ________________________ Name: Carl J. Rickertsen Title: Managing Member TC MANUFACTURING HOLDINGS, L.L.C. By: TC Co-Investors IV, LLC, its Managing Member By: TC Management IV, L.L.C., its Managing Member /s/ Carl J. Rickertsen By: ________________________ Name: Carl J. Rickertsen Title: Managing Member TC CO-INVESTORS IV, LLC Page 23 of 24 By: TC Management Partners IV, L.L.C., its Managing Member /s/ Carl J. Rickertsen By: ________________________ Name: Carl J. Rickertsen Title: Managing Member TC MANAGEMENT PARTNERS IV, L.L.C. /s/ Carl J. Rickertsen By: ________________________ Name: Carl J. Rickertsen Title: Managing Member FREDERIC V. MALEK /s/ Frederic V. Malek _________________________ CARL J. RICKERTSEN /s/ Carl J. Rickertsen _________________________ JEFFREY W. GOETTMAN /s/ Jeffrey W. Goettman _________________________ SUSAN GALLAGHER /s/ Susan Gallagher _________________________ RCBA STRATEGIC PARTNERS, L.P. By: RCBA GP, L.L.C., its general Partner /s/ Murray A. Indick By: __________________________ Murray A. Indick, Member RCBA GP, L.L.C. /s/ Murray A. Indick By: ___________________________ Murray A. Indick, Member RICHARD C. BLUM & ASSOCIATES, INC. Page 24 of 24 /s/ Murray A. Indick By: __________________________ Murray A. Indick, Partner, General Counsel and Secretary BLUM CAPITAL PARTNERS, L.P. By: Richard C. Blum & Associates, Inc., its General Partner /s/ Murray A. Indick By: __________________________ Murray A. Indick, Partner, General Counsel and Secretary RICHARD C. BLUM /s/ Murray A. Indick By: __________________________ Murray A. Indick, Attorney-in-Fact EX-99.A 2 EXHIBIT A ================================================================================ SECURITIES PURCHASE AGREEMENT by and between Thayer-Blum Funding, L.L.C. and EFTC CORPORATION ___________________ Dated as of March 30, 2000 ___________________ ================================================================================ TABLE OF CONTENTS
Page ARTICLE 1. DEFINITIONS............................................................................................. 2 1.1. Definitions............................................................................................. 2 1.2. Accounting Terms; Financial Statements.................................................................. 7 1.3. Knowledge Standard...................................................................................... 7 ARTICLE 2. PURCHASE AND SALE OF THE SECURITIES..................................................................... 8 2.1. Purchase and Sale of the Securities..................................................................... 8 2.2. Closing................................................................................................. 8 ARTICLE 3. CONDITIONS TO THE OBLIGATION OF THE PURCHASER TO PURCHASE THE SECURITIES................................ 8 3.1. Representations and Warranties.......................................................................... 8 3.2. Compliance with Terms and Conditions of this Agreement.................................................. 8 3.3. Delivery of the Exchangeable Notes and Certificates Evidencing the Warrants............................. 8 3.4. Closing Certificates.................................................................................... 9 3.5. Secretary's Certificates................................................................................ 9 3.6. Documents............................................................................................... 9 3.7. Purchase Permitted by Applicable Laws................................................................... 9 3.8. Opinion of Counsel...................................................................................... 9 3.9. Consents and Approvals.................................................................................. 9 3.10. No Material Adverse Effect.............................................................................. 10 3.11. No Material Judgment or Order........................................................................... 10 3.12. Financial Statements.................................................................................... 10 3.13. Bank Financing.......................................................................................... 10 3.14. Insurance Coverage...................................................................................... 10 3.15. Board of Directors...................................................................................... 10 ARTICLE 4. CONDITIONS TO THE OBLIGATIONS OF THE COMPANY TO CLOSE................................................... 10 4.1. Representations and Warranties.......................................................................... 11 4.2. Compliance with Terms and Conditions of this Agreement.................................................. 11 4.3. Payment of Purchase Price............................................................................... 11 4.4. Closing Certificates.................................................................................... 11 4.5. Issuance Permitted by Applicable Laws................................................................... 11 4.6. Manager's Certificate................................................................................... 11 4.7. Documents............................................................................................... 11 4.8. Opinion of Counsel...................................................................................... 11 4.9. Consents and Approvals.................................................................................. 11 4.10. No Material Judgment or Order........................................................................... 12 ARTICLE 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY........................................................... 12 5.1. Corporate Existence and Authority....................................................................... 12 5.2. Corporate Authorization; No Contravention............................................................... 12 5.3. Governmental Authorization; Third Party Consents........................................................ 12 5.4. Binding Effect.......................................................................................... 13
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Page ---- 5.5. Other Agreements........................................................................................ 13 5.6. Capitalization.......................................................................................... 13 5.7. Subsidiaries............................................................................................ 14 5.8. Litigation.............................................................................................. 14 5.9. Financial Statements.................................................................................... 14 5.10. Title and Condition of Assets........................................................................... 14 5.11. Contractual Obligations................................................................................. 15 5.12. No Material Adverse Effect.............................................................................. 15 5.13. Investment Company/Government Regulations............................................................... 15 5.14. Broker's, Finder's or Similar Fees...................................................................... 16 5.15. Labor Relations and Employee Matters.................................................................... 16 5.16. Employee Benefit Plans.................................................................................. 16 5.17. Outstanding Borrowings.................................................................................. 16 5.18. Undisclosed Liabilities................................................................................. 17 5.19. Solvency................................................................................................ 17 5.20. Compliance with Law..................................................................................... 17 5.21. No Other Agreements to Sell the Assets or Capital Stock of the Company.................................. 17 5.22. Changes................................................................................................. 17 5.23. Certain Payments........................................................................................ 19 5.24. Environmental Matters................................................................................... 19 5.25. SEC Reports............................................................................................. 20 5.26. Fairness Opinion........................................................................................ 21 5.27. Disclosure.............................................................................................. 21 ARTICLE 6. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER......................................................... 21 6.1. Existence and Authority................................................................................. 21 6.2. Authorization; No Contravention......................................................................... 22 6.3. Binding Effect.......................................................................................... 22 6.4. Purchasers Expertise.................................................................................... 22 6.5. Investment Intent....................................................................................... 22 6.6. Broker's, Finder's or Similar Fees...................................................................... 22 ARTICLE 7. ADDITIONAL AGREEMENTS................................................................................... 22 7.1. Proxy Statement......................................................................................... 22 7.2. Tender Offer............................................................................................ 23 7.3. Proxy Statement; Offer Documents........................................................................ 26 7.4. Acquisition Proposals................................................................................... 26 7.5. Interim Operations...................................................................................... 27 7.6. Access to Information; Confidentiality.................................................................. 29 7.7. Preferred Stock Purchase Rights......................................................................... 30 7.8. Continued Listing....................................................................................... 31 7.9. Consultants and Advisors................................................................................ 31 7.10. Operational Review Meetings............................................................................. 31 7.11. Approval of Financings.................................................................................. 31 7.12. Stock Incentive Plan.................................................................................... 31
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Page ---- ARTICLE 8. TERMINATION............................................................................................. 31 8.1. Termination Rights...................................................................................... 31 8.2. Effect of Termination................................................................................... 32 ARTICLE 9. MISCELLANEOUS........................................................................................... 33 9.1. Notices................................................................................................. 33 9.2. Successors and Assigns.................................................................................. 34 9.3. Amendment and Waiver.................................................................................... 34 9.4. Counterparts............................................................................................ 34 9.5. Headings................................................................................................ 34 9.6. Governing Law........................................................................................... 35 9.7. Jurisdiction............................................................................................ 35 9.8. Severability............................................................................................ 35 9.9. Rules of Construction................................................................................... 35 9.10. Entire Agreement........................................................................................ 35 9.11. Transaction Expenses.................................................................................... 35 9.12. Publicity............................................................................................... 35 9.13. Further Assurances...................................................................................... 35
Exhibit A - Form of Exchangeable Note Exhibit B - Form of Warrant Exhibit C - Form of Convertible Note Exhibit D - Form of Legal Opinion of Company's Counsel Exhibit E - Form of Indemnification Agreement Exhibit F - Form of Legal Opinion of Purchaser's Counsel (iii) SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") is entered into as of the 30th day of March, 2000 by and between Thayer-BLUM Funding, L.L.C., a Delaware limited liability company (the "Purchaser"), and EFTC Corporation, a Colorado corporation (the "Company"). RECITALS: A. WHEREAS, upon the terms and subject to the conditions set forth in this Agreement, the Company wishes to issue and sell, and the Purchaser wishes to acquire, $54,000,000 in aggregate principal amount of the Company's 15% Senior Subordinated Exchangeable Notes due June 2006, substantially in the form attached as Exhibit A hereto (the "Exchangeable Notes"), and warrants to purchase shares of the Company's common stock, par value $.01 per share, with an exercise price of $.01 per share, substantially in the form attached as Exhibit ------- B hereto (the "Warrants", and together with the Exchangeable Notes, the - - "Securities"), representing approximately 19.9% of the Company's outstanding Common Stock (such acquisition, the "Initial Investment"). B. WHEREAS, following the consummation of the Initial Investment, the Purchaser intends to engage in a tender offer for up to 8,250,000 shares of the Company's common stock (the "Tender Offer", and together with the Initial Investment, the "Transactions"). C. WHEREAS, the parties intend that prior to completion of the Tender Offer, the Company's shareholders approve of the Transactions, and the Company has agreed to call a meeting of its shareholders (the "Shareholders Meeting") and to recommend that the shareholders vote for a proposal to approve the transactions as contemplated by this Agreement ("Shareholder Approval"). D. WHEREAS, the parties intend that upon gaining Shareholder Approval and the completion of a Successful Tender Offer (as defined in Section 7.2(a)), the Exchangeable Notes would automatically be exchanged for the Company's 8.875% Senior Subordinated Convertible Notes due June 2006, substantially in the form attached as Exhibit C hereto (the "Convertible Notes"), with an aggregate --------- principal amount of $54,000,000 plus any accrued but unpaid interest on the Exchangeable Notes, which could be converted into shares of the Company's common stock at an exercise price of $2.60 per share, and any and all unexercised Warrants would be cancelled. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereby agree as follows: ARTICLE 1. DEFINITIONS 1.1. Definitions. As used in this Agreement, and unless the context requires a ----------- different meaning, the following terms have the meanings indicated: "Acquisition Proposal" has the meaning set forth in Section 7.4. "Action" or "Actions" has the meaning set forth in Section 5.8. "Affiliate" means, with respect to any specified Person, any Person that, directly or indirectly, controls, is controlled by, or is under common control with, such specified Person, whether by contract, through one or more intermediaries, or otherwise. "Approval Date" has the meaning set forth in Section 7.2(a). "Audited Financial Statements" has the meaning set forth in Section 5.9. "Balance Sheet Date" means December 31, 1999. "Board of Directors" means the board of directors of the Company, including, as appropriate, the Special Committee formed to consider the Transactions. "Capital Lease" means any lease of any property which would in accordance with GAAP be required to be classified and accounted for on the balance sheet of the lessee as a capital lease. "Closing" has the meaning set forth in Section 2.2. "Closing Date" has the meaning set forth in Section 2.2. "Code" means the Internal Revenue Code of 1986, as amended, or any successor statute thereto. "Commission" or "SEC" means the Securities and Exchange Commission or any similar agency then having jurisdiction to enforce the Securities Act. "Common Stock" means the common stock, par value $.01 per share, of the Company, or any other capital stock of the Company into which such stock is reclassified or reconstituted. "Company" has the meaning set forth in the preamble hereto. "Condition of the Company" means the assets, business, properties, operations, financial condition or prospects of the Company and its Subsidiaries taken as a whole. "Confidentiality Agreement" has the meaning set forth in Section 7.6(a). 2 "Contractual Obligation" means as to any Person, any provision of any security issued by such Person or any provision of any agreement, lease of real or personal property, undertaking, contract, indenture, mortgage, deed of trust or other instrument to which such Person is a party or by which it or any of its property is bound. "Convertible Notes" has the meaning set forth in Paragraph D of the Recitals. "Credit Agreement" means the Loan and Security Agreement dated as of March 30, 2000 among the Financial Institutions named therein, Bank of America, N.A. as Agent and the Company. "DOJ" means the United States Department of Justice. "Environmental Laws" means, collectively, all applicable foreign, U.S. Federal, state or local laws, statutes, ordinances, rules, regulations, codes or common law relating to health, safety, pollution or protection of the environment (including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act, as amended, the Resource Conservation and Recovery Act, as amended, the Clean Air Act, as amended, and the California Hazardous Waste Control Act, as amended). "Equipment" means all of the tangible personal property owned or leased by the Company or any of its Affiliates and used in or held for use in the operations of the business of the Company or any of its Affiliates. "ERISA" has the meaning set forth in Section 5.16. "Exchangeable Notes" has the meaning set forth in Paragraph A of the Recitals. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder. "Facilities" means the buildings, plants, offices and all other improvements on any real property (including fixtures affixed thereto) which are owned or leased by the Company or any of its Subsidiaries and used or held for use in the operation of the business of the Company or any of its Subsidiaries. "Financial Statements" has the meaning set forth in Section 5.9. "FTC" means the United States Federal Trade Commission. "GAAP" means United States generally accepted accounting principles, in effect from time to time, consistently applied. "Governmental Authority" means the government of any nation, state, city, locality or other political subdivision of any thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or 3 other entity exercising public functions owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing. "Hazardous Materials" shall include hazardous substances, hazardous waste or hazardous materials, or pollutants or contaminants, as such terms are defined in any Environmental Law. "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder. "Indebtedness" means, as to any Person: (a) all obligations, whether or not contingent, of such Person for borrowed money (including, without limitation, reimbursement and all other obligations with respect to surety bonds, letters of credit and bankers' acceptances, whether or not matured), (b) all obligations of such Person evidenced by notes, bonds, debentures or similar instruments, (c) all obligations of such Person representing the balance of deferred purchase price of property or services, except trade accounts payable and accrued commercial or trade liabilities arising in the ordinary course of business, (d) all interest rate and currency swaps, caps, collars and similar agreements or hedging devices under which payments are obligated to be made by such Person, whether periodically or upon the happening of a contingency, (e) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (f) all obligations of such Person under leases which have been or should be, in accordance with GAAP, recorded as capital leases, (g) all obligations of such Person under operating leases in excess of $15,000,000 (h) all indebtedness secured by any Lien (other than Liens in favor of lessors under leases other than leases included in clauses (f) and (g)) on any property or asset owned or held by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is non-recourse to the credit of that Person, and (i) all Indebtedness of any other Person referred to in clauses (a) through (g) above, guaranteed, directly or indirectly, by that Person. "Initial Investment" has the meaning set forth in Paragraph A of the Recitals. "Lien" means any mortgage, deed of trust, pledge, hypothecation, assignment, encumbrance, lien (statutory or other) or other security interest of any kind or nature whatsoever (excluding preferred stock or equity related preferences) including, without limitation, those created by, arising under or evidenced by any conditional sale or other title retention agreement, the interest of a lessor under a capital lease obligation, or any financing lease having substantially the same economic effect as any of the foregoing. "Material Adverse Effect" means any material adverse change in the Condition of the Company. "Minimum Condition" has the meaning set forth in Section 7.2(a). "Notes" means the Exchangeable Notes and the Convertible Notes. 4 "Offer Documents" has the meaning set forth in Section 7.2(b). "Outstanding Borrowings" means all Indebtedness of the Company and/or its Subsidiaries for borrowed money (including without limitation, reimbursement and all other obligations with respect to surety bonds, letters of credit and bankers' acceptances, whether or not matured), excluding obligations with respect to trade payables incurred in the ordinary course of business. "Pension Plan" has the meaning set forth in Section 5.16. "Permitted Liens" means (i) Liens for taxes, governmental charges or levies which (a) are not yet due and payable, or (b) are being diligently contested in good faith by appropriate proceedings; provided, that for any such taxes being diligently contested in good faith, the Company has set aside adequate reserves, (ii) Liens imposed by law, such as mechanic's, materialman's, landlord's, warehouseman's and carrier's liens, securing obligations incurred in the ordinary course of business which are not yet overdue or which are being diligently contested in good faith by appropriate proceeding and, with respect to such obligations which are being contested, for which the Company has set aside adequate reserves, (iii) Liens securing Senior Debt, (iv) Liens which (x) secure obligations of less than $15,000,000 in the aggregate, and (y) do not, individually or in the aggregate, interfere with the use and enjoyment of the property subject thereto and (v) Liens created in favor of General Electric Capital Corporation pursuant to the Accounts Receivables Purchase Agreement between General Electric Capital Corporation and EFTC Corporation, dated December 5, 1997. "Person" means any individual, firm, corporation, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, limited liability company, Governmental Authority or other entity of any kind, and shall include any successor (by merger or otherwise) of such entity. "Projected Budget" has the meaning set forth in Section 3.12. "Proxy Statement" has the meaning set forth in Section 5.26(b). "Purchase Price" has the meaning set forth in Section 2.1. "Purchaser" has the meaning set forth in the preamble hereto. "RCBA" means RCBA Strategic Partners, L.P. "Requirements of Law" means, as to any Person, the provisions of the Certificate of Incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule, regulation, right, privilege, qualification, license or franchise, order, judgment, or determination, in each case, of an arbitrator or a court or other Governmental Authority, in each case, applicable to or binding upon such Person or any of its property (or to which such Person or any of its property is subject) or applicable to any or all of the transactions contemplated by or referred to in the Transaction Documents. 5 "Rights" has the meaning set forth in Section 7.2(a). "Rights Agreement" has the meaning set forth in Section 7.2(a). "Schedule 14D-9" has the meaning set forth in Section 7.2(d). "SEC Reports" has the meaning set forth in Section 5.25(a). "Securities" has the meaning set forth in Paragraph A of the Recitals. "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder. "Senior Debt" means (i) all indebtedness outstanding at any time under the Credit Agreement, and all hedging obligations and bank products with respect thereto, (ii) any replacement or refinancing of the Credit Agreement which provides for borrowings by the Company up to $55,000,000 in aggregate principal amount and (iii) all obligations with respect to any of the foregoing. Notwithstanding anything to the contrary in the foregoing, Senior Debt shall not include (x) any Indebtedness of the Company to any of its Subsidiaries or other affiliates, or (y) any Indebtedness incurred for the purchase of goods or materials or for services obtained in the ordinary course of business (other than with the proceeds of revolving credit borrowings permitted hereby). "Shareholder Approval" has the meaning set forth in Paragraph C of the Recitals. "Shareholders Meeting" has the meaning set forth in Paragraph C of the Recitals. "Stock Incentive Plan" means a stock incentive plan for the Company's employees adopted by the Board of Directors with terms satisfactory to the Purchaser. "Subsidiary" or "Subsidiaries" means, with respect to any Person (the "parent"), any corporation, association or other business entity of which securities or other ownership interests representing more than 50% of the ordinary voting power are, at the time as of which any determination is being made, owned or controlled by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. "Successful Tender Offer" has the meaning set forth in Section 7.2(a). "Superior Proposal" means an Acquisition Proposal for which the Company's Board of Directors has determined in its good faith judgment that its fiduciary duties require it to consider and pursue but only after (i) consultation with outside counsel and such other advisors as it may deem appropriate, (ii) receiving the written opinion of its financial advisor and such other information as it determines necessary, that such Acquisition Proposal is financially superior to the Transactions and (iii) concluding based on the advice of its financial advisor that the Person who has made the Acquisition Proposal (x) has in place sufficient financing to be able to successfully complete the transaction set forth in the Acquisition Proposal and (y) would be capable of closing 6 such transaction within a period ending on the later of (i) June 30, 2000 and (ii) 60 days following the termination of this Agreement pursuant to Section 8.1(g). "Tax" or "Taxes" shall mean all federal, state, local foreign and other taxes, assessments or other government charges, including, without limitation, income, estimated income, business, occupation, franchise, property sales, transfer, use, employment, commercial rent or withholding taxes, including interest, penalties and additions in connection therewith for which the Company may be liable. "Tender Offer" has the meaning set forth in paragraph B of the Recitals. "Thayer" means, collectively, Thayer Equity Investors IV, L.P. and TC Manufacturing Holdings, L.L.C. "Tender Shares" has the meaning set forth in Section 7.2(a). "Transactions" has the meaning set forth in paragraph B of the Recitals. "Transaction Documents" means collectively, this Agreement, the Exchangeable Notes, the Convertible Notes and the Warrants. "Transaction Expenses" means out-of-pocket expenses incurred by the Purchaser (including for purposes of this definition, by its members including, without limitation, Thayer and RCBA), in connection with the legal and financial due diligence review of the Condition of the Company conducted by the Purchaser, the negotiation and preparation of the Transaction Documents, the consummation of the transactions contemplated thereby and preparation for any of the foregoing, including, without limitation, travel expenses, fees, charges and disbursements of the Purchaser's legal counsel, accountants, consultants, other advisors and any similar or related costs and expenses. "Warrants" has the meaning set forth in Paragraph A of the Recitals. 1.2. Accounting Terms; Financial Statements. All accounting terms used herein -------------------------------------- not expressly defined in this Agreement shall have the respective meanings given to them in accordance with GAAP. 1.3. Knowledge Standard. When used herein, the phrase "to the knowledge of" any ------------------ Person, "to the best knowledge of" any Person or any similar phrase shall mean, (i) with respect to any individual, the actual knowledge of such Person after reasonable inquiry, and (ii) with respect to any other Person, the actual knowledge of officers and directors, or Persons acting in similar capacities, of such Person and the knowledge of such facts that such persons should have in the exercise of their duties after reasonable inquiry. When used herein, the phrase "to the knowledge of the Company," "to the best knowledge of the Company" or any similar phrase shall mean "to the best knowledge of the Company and each Affiliate" using the standards set forth in the previous sentence. 7 ARTICLE 2. PURCHASE AND SALE OF THE SECURITIES 2.1. Purchase and Sale of the Securities. Upon the terms and subject to the ----------------------------------- conditions herein contained, at the Closing (as defined herein) on the Closing Date (as defined herein), the Company agrees that it will issue and sell to the Purchaser, and the Purchaser agrees that it will acquire and purchase from the Company, the Securities. The purchase price of the Securities shall be $54,000,000 (the "Purchase Price"). 2.2. Closing. The closing of the sale to and purchase by the Purchaser of the ------- Securities referred to in Section 2.1 hereof (the "Closing") shall occur at the offices of Latham & Watkins, 633 West Fifth Street, Suite 4000, Los Angeles, CA 90071-2007 at 10:00 a.m. Los Angeles time on March 30, 2000 or at such other date, place or time of day as the Purchaser and the Company shall agree to in writing (the "Closing Date"). At the Closing, (i) the Company shall deliver to the Purchaser the Exchangeable Notes and certificates evidencing the Warrants being purchased by the Purchaser, registered in such Purchaser's name, free and clear of any Liens of any nature whatsoever, and (ii) the Purchaser shall deliver to the Company the Purchase Price by wire transfer of immediately available funds. ARTICLE 3. CONDITIONS TO THE OBLIGATION OF THE PURCHASER TO PURCHASE THE SECURITIES The obligation of the Purchaser to purchase the Securities, to pay the Purchase Price therefor and to perform any obligations hereunder on the Closing Date (unless otherwise specified) shall be subject to the satisfaction as determined by, or waiver by, the Purchaser of the following conditions on or before the Closing Date: 3.1. Representations and Warranties. The representations and warranties of the ------------------------------ Company contained in Article 5 hereof shall be true and correct in all material respects at and as of the Closing Date except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date as if made at and as of such date. 3.2. Compliance with Terms and Conditions of this Agreement. The Company shall ------------------------------------------------------ have duly and properly performed and complied with all of the agreements, covenants, obligations and conditions set forth herein that are required to be performed or complied with by the Company on or before the Closing Date. 3.3. Delivery of the Exchangeable Notes and Certificates Evidencing the ------------------------------------------------------------------ Warrants. The Company shall have delivered to the Purchaser the Exchangeable - -------- Notes and the certificates evidencing the Warrants as set forth in Section 2.2. 8 3.4. Closing Certificates. The Company shall have delivered to the Purchaser a -------------------- certificate executed by an authorized officer of the Company certifying to such matters as the Purchaser may reasonably request, including that the representations and warranties of the Company contained in the Agreement are true and correct in all material respects on and as of the Closing Date except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date, and that the conditions set forth in this Article 3 to be satisfied by the Company have been satisfied on and as of the Closing Date. 3.5. Secretary's Certificates. The Purchaser shall have received a certificate ------------------------ from the Company, dated as of the Closing Date and signed by the Secretary or an Assistant Secretary of the Company, certifying that the attached copies of the Articles of Incorporation, bylaws of the Company, and resolutions of the Board of Directors of the Company approving the Transaction Documents and the transactions contemplated thereby, are all true, complete and correct and remain unamended and in full force and effect. 3.6. Documents. The Purchaser shall have received true, complete and correct --------- copies of such documents and such other information as it may have reasonably requested in connection with or relating to the sale of the Securities and the transactions contemplated by the Transaction Documents, all in form and substance reasonably satisfactory to the Purchaser prior to the Closing. 3.7. Purchase Permitted by Applicable Laws. The acquisition of and payment for ------------------------------------- the Securities to be acquired by the Purchaser hereunder and the consummation of the transactions contemplated by the Transaction Documents shall not (a) violate any Requirements of Law, (b) result in a breach or default (i) under any of the Contractual Obligations of the Company or (ii) under any order, writ, judgment, injunction, decree, determination or award of any court, arbitrator, or commission, board, bureau, agency or other governmental instrumentality, or (c) result in, or require, the creation or imposition of any Lien, or the obligation to make any payment with respect to any Lien, upon or with respect to any of the property of the Company. 3.8. Opinion of Counsel. The Purchaser shall have received an opinion of counsel to the Company, dated as of the Closing Date substantially in the form of Exhibit D hereto. --------- 3.9. Consents and Approvals. Except as set forth on Schedule 3.9, all ---------------------- agreements, approvals, consents, exemptions, authorizations, or other actions by, or notices to, or filings with, Governmental Authorities and other Persons in respect of all Requirements of Law and with respect to those material Contractual Obligations of the Company, necessary or required in connection with the execution, delivery or performance of the Transaction Documents (including, without limitation, the issuance of the Securities, and issuance of the Common Stock upon conversion of the Convertible Notes or the exercise of the Warrants) by the Company, shall have been obtained and be in full force and effect, and the Purchaser shall have been furnished with appropriate evidence thereof, and all waiting periods shall have lapsed without extension or the imposition of any conditions or restrictions. 9 3.10. No Material Adverse Effect. Since the Balance Sheet Date, there shall -------------------------- have been no Material Adverse Effect. 3.11. No Material Judgment or Order. There shall not be on the Closing Date any ----------------------------- judgment or order of a court of competent jurisdiction or any ruling of any Governmental Authority or any condition imposed under any Requirement of Law which, in the reasonable judgment of the Purchaser, would (i) prohibit the purchase of the Securities or the consummation of the other transactions contemplated hereunder, (ii) subject the Purchaser to any penalty if the Securities were to be purchased hereunder, (iii) question the validity or legality of the transactions contemplated hereby, or (iv) be reasonably expected to materially and adversely affect the value of the capital stock of the Company, the Securities or the Condition of the Company. 3.12. Financial Statements. The Company shall have delivered to the Purchaser a -------------------- copy of the Financial Statements and a projected budget for fiscal year 2000 (the "Projected Budget"). 3.13. Bank Financing. The Company shall have entered into the Credit Agreement -------------- upon terms which shall have been approved by the Purchaser and all other Indebtedness which would rank senior in preference to the Notes shall have been paid in full and any security interests related thereto shall have been terminated. 3.14. Insurance Coverage. The Company shall provide liability insurance for its ------------------ directors and officers and shall cause such insurance to remain in full force and effect on the Closing Date. 3.15. Board of Directors. As of the Closing Date, the Company's Board of ------------------ Directors shall have been increased by two and two persons designated by the Purchaser shall have been appointed as directors and such persons shall have also been appointed to each committee of the Board of Directors; provided, that both such persons need not be appointed to the audit committee if such appointments would cause a breach of the continued listing requirements for the Common Stock on the Nasdaq Stock Market. In addition, the Board of Directors shall also have granted the right to two additional persons designated by the Purchaser to attend and observe at meetings of the Board of Directors of the Company. 3.16. Indemnification Agreement. The Company shall have executed and delivered to the Purchaser an indemnification agreement, dated as of the Closing Date, substantially in the form of Exhibit E hereto. --------- ARTICLE 4. CONDITIONS TO THE OBLIGATIONS OF THE COMPANY TO CLOSE The obligation of the Company to issue and sell the Securities and the other obligations of the Company hereunder, shall be subject to the satisfaction as determined by, or waiver by, the Company of the following conditions on or before the Closing Date: 10 4.1. Representations and Warranties. The representations and warranties of the ------------------------------ Purchaser contained in Section 6 hereof shall be true and correct in all material respects at and as of the Closing Date except to the extent that such representations and warranties relate solely to an earlier date, in which case such representation and warranties shall have been true and correct in all material respects as of such earlier date as if made at and as of such date. 4.2. Compliance with Terms and Conditions of this Agreement. The Purchaser ------------------------------------------------------ shall have performed and complied with all of the agreements, covenants, obligations and conditions set forth herein that are required to be performed or complied with by the Purchaser on or before the Closing Date. 4.3. Payment of Purchase Price. The Purchaser shall tender to the Company the ------------------------- Purchase Price. 4.4. Closing Certificates. The Purchaser shall have delivered to the Company a -------------------- certificate executed by an authorized Person for the Purchaser certifying as to such matters as the Company may reasonably request, including that the representations and warranties of the Purchaser contained in this Agreement are true and correct as of the Closing Date, and that the conditions set forth in this Article 4 to be satisfied by the Purchaser have been satisfied on and as of the Closing Date. 4.5. Issuance Permitted by Applicable Laws. The issuance of the Securities by ------------------------------------- the Company hereunder and the consummation of the transactions contemplated by the Transaction Documents shall not (a) violate any Requirements of Law, or (b) result in a breach or default (i) under any of the Contractual Obligations of the Purchaser, or (ii) under any order, writ, judgment, injunction, decree, determination or award of any court, arbitrator, or commission, board, bureau, agency or other governmental instrumentality. 4.6. Manager's Certificate. The Company shall have received a certificate from --------------------- the Purchaser, dated as of the Closing Date, and signed by an authorized Person for the Purchaser, certifying that the attached copies of the Certificate of Limited Liability Company, and any resolutions or similar documents for the Purchaser approving the Transaction Documents and the transactions contemplated thereby, are all true, complete and correct and remain unamended and in full force and effect. 4.7. Documents. The Company shall have received true, complete and correct --------- copies of such documents and such other information as it may have reasonably requested in connection with or relating to the sale of the Securities and the transactions contemplated by the Transaction Documents, all in form and substance reasonably satisfactory to the Company prior to the Closing. 4.8. Opinion of Counsel. The Company shall have received an opinion of counsel ------------------ to the Purchaser, dated as of the Closing Date substantially in the form of Exhibit F hereto. - --------- 4.9. Consents and Approvals. Except as set forth on Schedule 4.9, all ---------------------- agreements, approvals consents, exemptions, authorizations, or other actions by, or notices to, or filings with, Governmental Authorities and other Persons in respect of all Requirements of Law and with 11 respect to those material Contractual Obligations of the Purchaser, necessary or required in connection with the execution, delivery or performance of the Transaction Documents by the Purchaser, shall have been obtained and be in full force and effect, and the Company shall have been furnished with appropriate evidence thereof as requested by the Company and all waiting periods shall have lapsed without extension or imposition of any conditions or restrictions. 4.10. No Material Judgment or Order. There shall not be on the Closing Date any ----------------------------- judgment or order of a court of competent jurisdiction or any ruling of any Governmental Authority or any condition imposed under any Requirements of Law which, in the reasonable judgment of the Company would (i) prohibit the sale of the Securities or the consummation of the other transactions contemplated hereunder, (ii) subject the Company to any penalty if the Securities were to be sold hereunder, or (iii) question the validity or legality of the transactions contemplated hereby. ARTICLE 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company hereby represents and warrants to the Purchaser as follows: 5.1. Corporate Existence and Authority. The Company (a) is a corporation duly --------------------------------- organized, validly existing and in good standing under the laws of the State of Colorado; (b) has all requisite corporate power and authority to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently, or is currently proposed, to be engaged; (c) is duly qualified as a foreign corporation, licensed and in good standing in each jurisdiction in which such qualification is necessary under applicable law as a result of the conduct of its business or the ownership of its properties; and (d) has the corporate power and authority to execute, deliver and perform its obligations under each Transaction Document to which it is or will be a party. 5.2. Corporate Authorization; No Contravention. Except as set forth in Schedule ----------------------------------------- 5.2, the execution, delivery and performance by the Company of each of the Transaction Documents and the consummation of the transactions contemplated thereby, including without limitation, the issuance of the Securities (a) has been duly authorized by all necessary corporate action, including, if required, shareholder action, (b) does not and will not conflict with or contravene the terms of the Articles of Incorporation or the bylaws of the Company, or any amendment thereof; and (c) does not and will not violate, conflict with or result in any material breach or contravention of (i) any Contractual Obligation of the Company or any of its Subsidiaries, or (ii) any Requirements of Law applicable to the Company or any of its Subsidiaries. 5.3. Governmental Authorization; Third Party Consents. Except as set forth on ------------------------------------------------ Schedule 5.3, no approval, consent, compliance, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person in respect of any applicable Requirements of Law, and no lapse of a waiting period under any applicable Requirements of Law, is necessary or required to be obtained or made by the Company in connection with the 12 execution, delivery or performance (including, without limitation, the issuance of the Securities, the issuance of the Common Stock upon the conversion of the Convertible Notes or the exercise of the Warrants) by the Company or the enforcement against the Company of the Transaction Documents, or the transactions contemplated thereby. 5.4. Binding Effect. The Transaction Documents have been duly executed and -------------- delivered by the Company and constitute the legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity relating to enforceability. 5.5. Other Agreements. Except as set forth on Schedule 5.5, neither the Company ---------------- nor any Subsidiary has previously entered into any agreement which is currently in effect or to which the Company or any Subsidiary is currently bound, granting any registration or other material rights to any Person, the provision or performance of which would render the provision or performance (including, without limitation, the issuance of the Securities and the issuance of the Common Stock upon the conversion of the Convertible Notes or the exercise of the Warrants) of the material rights to be granted to the Purchaser by the Company in the Transaction Documents impracticable. 5.6. Capitalization. As of the date hereof, the capital stock of the Company -------------- consists solely of (i) 45,000,000 authorized shares of Common Stock (of which 15,543,489 are issued and outstanding); (ii) 45,000 authorized shares of Series A Junior Participating Preferred Stock (of which none are issued and outstanding); and (iii) 4,955,000 authorized shares of preferred stock (of which none are issued and outstanding). Immediately following the Closing, the capital stock of the Company will consist solely of (i) 45,000,000 authorized shares of Common Stock (of which 15,543,489 will be issued and outstanding); (ii) 45,000 authorized shares of Series A Junior Participating Preferred Stock (of which none will be issued and outstanding); and (iii) 4,955,000 authorized shares of preferred stock (of which none will be issued and outstanding). Except for issuances permitted under Section 7.5(e) and for the changes in authorized capital contemplated by 7.5(b), immediately following the Closing and the consummation of the Tender Offer, the capital stock of the Company will remain unchanged. As of the date hereof, the Company has reserved (i) 4,495,000 shares of Common Stock for issuance pursuant to the Company's Equity Incentive Plan, (ii) 300,000 shares of Common Stock for issuance pursuant to the Company's Non- Employee Director Plan and (iii) 402,388 shares of Common Stock for issuance pursuant to non-qualified options issued by the Company. Immediately following the Closing, the Company will have reserved (i) 4,495,000 shares of Common Stock for issuance pursuant to the Company's Equity Incentive Plan, (ii) 300,000 shares of Common Stock for issuance pursuant to the Company's Non-Employee Director Plan, (iii) 3,093,154 shares for issuance upon the exercise of the Warrant and (iv) 402,388 shares of Common Stock for issuance pursuant to non- qualified options issued by the Company. Immediately following the closing of the Tender Offer, the Company expects to have reserved (i) 4,495,000 shares of Common Stock for issuance pursuant to the Company's Equity Incentive Plan, (ii) 300,000 shares of Common Stock for issuance pursuant to the Company's Non- Employee Director Plan, (iii) such shares of Common Stock as are issuable pursuant to the Company's Stock Incentive Plan, (iv) such shares of Common Stock as are issuable upon the exercise of the Convertible Note and (v) 402,388 13 shares of Common Stock for issuance pursuant to non-qualified options issued by the Company. All outstanding shares of capital stock of the Company are duly authorized and validly issued, fully paid, nonassessable and free and clear of any Liens, preferential rights, priorities, claims, options, charges or other encumbrances or restrictions, except as set forth herein. 5.7. Subsidiaries. Each Subsidiary of the Company that is a corporation or a ------------ limited liability company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, with the corporate or requisite power and authority to own its properties and conduct its business. Each Subsidiary is qualified and licensed to transact business in each jurisdiction where such qualification is necessary under applicable law as a result of the conduct of its business and ownership of its properties, except insofar as the failure to be so qualified would not have a Material Adverse Effect. 5.8. Litigation. Except as disclosed in the Company's SEC Reports, there is no ---------- complaint, action, order, writ, injunction, judgment or decree outstanding, or claim, suit, litigation, proceeding, labor dispute, arbitral action or investigation (each an "Action" and collectively, "Actions") pending or, to the knowledge of the Company, threatened against, relating to or affecting (i) the assets of the Company or the Subsidiaries, or (ii) the transactions required to be performed under this Agreement or by the Transaction Documents which could have a Material Adverse Effect. Neither the Company nor the Subsidiaries are in default with respect to any judgment, order, writ, injunction or decree of any court or governmental agency, and there are no unsatisfied judgments against the Company or any Subsidiary which default could result in a Material Adverse Effect. Except as set forth in the SEC Reports, there is not a reasonable likelihood of an adverse determination of any pending Action that would, individually or in the aggregate, have a Material Adverse Effect. 5.9. Financial Statements. The Company has furnished the Purchaser with a draft -------------------- of the audited balance sheet of the Company as of December 31, 1999 and the related consolidated statements of operations and cash flows for the fiscal year then ended, accompanied by the report of an independent auditor (collectively, the "Audited Financial Statements"), together with a copy of the unaudited balance sheets of the Company as of January 31, 2000 and February 29, 2000 and the related consolidated statements of operations and cash flows for the periods then ended ("Unaudited Financial Statements", collectively, together with the Audited Financial Statements, the "Financial Statements"). The Financial Statements fairly present the financial condition and results of operations in accordance with GAAP as of the dates and for the periods set forth in the balance sheet included therein and the results of operations of the Company for the periods covered, except that the Unaudited Financial Statements (i) do not have all the footnotes required by generally accepted accounting principles and (ii) are subject to normal, year-end adjustments. The Projected Budget represents the best good faith financial estimates of the management of the Company for such fiscal year. 5.10. Title and Condition of Assets. ----------------------------- (a) Except as set forth on Schedule 5.10(a), the Company has good, and with respect to real property, marketable, title to all of the real and personal property reflected on the balance sheets included in the Financial Statements or acquired by the Company 14 and its Subsidiaries since the Balance Sheet Date, free and clear of any Liens or defects of title, other than Permitted Liens. The Company has a valid and enforceable leasehold interest in all real property leased by it pursuant to the terms of the respective lease agreements. The Company is in compliance in all material respects with the terms of all such leases and, except as described on Schedule 5.10(a), such leases are sufficient for the conduct of the Company's business as now being and presently planned to be conducted. (b) Except as set forth on Schedule 5.10(b), the Facilities and Equipment are in good operating condition and repair (except for ordinary wear and tear and any defect the cost of repairing which would not be material), are sufficient for the operation of the Company's business and are in conformity in all material respects with applicable laws, ordinances, orders, regulations and other requirements (including applicable zoning, environmental, motor vehicle safety standards, occupational safety and health laws and regulations) relating thereto, except where such failure to conform would not have a Material Adverse Effect. The Company enjoys peaceful and undisturbed possession of all Facilities owned or leased by the Company, and, to the best knowledge of the Company, such Facilities are not subject to any encroachments, building or use restrictions, exceptions, reservations or limitations which in any material respect interfere with or impair the present and continued use thereof in the usual and normal conduct of the business of the Company. There are no pending or, to the best knowledge of the Company, threatened, condemnation proceedings relating to any of the Facilities. The Facilities and the Equipment are insured and are, to the best of the Company's knowledge, structurally sound with no material defects. (c) Assets are valued on the books of the Company at or below actual cost less adequate and proper depreciation charges. All of the assets of the Company, in the aggregate, have a value at least equal to the value thereof as reflected in the balance sheet included in the Financial Statements. Except as set forth on Schedule 5.10(c), the Company has not depreciated any of its assets for tax purposes on an accelerated basis or in any manner inconsistent with the Code or the rules, regulations, or guidelines of the Internal Revenue Service. 5.11. Contractual Obligations. Except as set forth on Schedule 5.11, the ----------------------- Company is not in default or breach under or with respect to any Contractual Obligation to which it is a party (and to the best knowledge of the Company, no other party to any such Contractual Obligation is in default or breach thereunder), except any such default which, individually or together with all such defaults, would not have a Material Adverse Effect or impair the ability of the Company to perform its obligations under the Transaction Documents. Neither the Company nor any of its Subsidiaries has received notice that any party to any such Contractual Obligation intends to cancel, amend or terminate any such agreement. 5.12. No Material Adverse Effect. Since the Balance Sheet Date, there has not -------------------------- been any Material Adverse Effect, nor to the best knowledge of the Company is any such change threatened. 5.13. Investment Company/Government Regulations. Immediately following the Closing, after giving effect to the transactions contemplated by the Transaction Documents, neither the Company nor any Person controlling, controlled by or under common control with the Company 15 will be an "investment company" within the meaning of the Investment Company Act of 1940, as amended. The Company is not subject to regulation under the Public Utility Holding Company Act of 1935, as amended, the Federal Power Act, or any Federal or state statute or regulation limiting its ability to incur Indebtedness. 5.14. Broker's, Finder's or Similar Fees. Other than as set forth on Schedule ---------------------------------- 5.14, there are no brokerage commissions, finder's fees or similar fees or commissions payable by the Company or any Subsidiary of the Company in connection with the transactions contemplated hereby based on any agreement, arrangement or understanding with the Company or any officer, director, shareholder, or Subsidiary of the Company, or any action taken by any such person. 5.15. Labor Relations and Employee Matters. The Company is not engaged in any ------------------------------------ unfair labor practice. There is (i) no unfair labor practice complaint pending or, to the best knowledge of the Company, threatened against the Company before the National Labor Relations Board, and no grievance or arbitration proceeding arising out of or under collective bargaining agreements is so pending or, to the best knowledge of the Company, threatened against the Company, (ii) no strike, labor dispute, slowdown or stoppage pending or, to the best knowledge of the Company, threatened against the Company, and (iii) no union representation question existing with respect to the employees of the Company and, to the knowledge of the Company, no union organizing activities are taking place. 5.16. Employee Benefit Plans. Each employee pension benefit plan, as such term ---------------------- is defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), of the Company or any subsidiary of the Company (a "Pension Plan") and each other employee benefit plan within the meaning of ERISA (collectively with the Pension Plans, the "Plans") complies in all material respects with all applicable requirements of ERISA and the Code, and other applicable laws. None of the Plans is a multi-employer plan, as such term is defined in Section 3(37) of ERISA. Each Pension Plan which is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified and, to the Company's knowledge, nothing has occurred since the date of any such determination or application which would adversely affect such qualification. Neither the Company nor any Subsidiary of the Company, nor any Plan nor any of their respective directors, officers, employees or agents has, with respect to any Plan, engaged in any "prohibited transaction," as such term is defined in Section 4975 of the Code or Section 406 of ERISA, which could result in any taxes or penalties or other liabilities under Section 4975 of the Code or under Section 502(i) of ERISA, except taxes, penalties or liabilities which in the aggregate would not have a Material Adverse Effect. No liability to the Pension Benefit Guaranty Corporation has been incurred with respect to any Pension Plan that has not been satisfied in full. No Pension Plan has incurred an "accumulated funding deficiency" within the meaning of the Code. There has been no "reportable event" within the meaning of Section 4043 of ERISA with respect to any Pension Plan. All amounts required by the provisions of any Pension Plan to be contributed have been so contributed. 5.17. Outstanding Borrowings. Schedule 5.17 lists the amount of all Outstanding ---------------------- Borrowings as of the date set forth in such schedule and the name of each lender thereof. 16 5.18. Undisclosed Liabilities. The Company has no liabilities or obligations ----------------------- (absolute, accrued, contingent or otherwise) except (i) liabilities that are reflected and reserved against on the balance sheets included in the Financial Statements (including the notes thereto), (ii) liabilities incurred in the ordinary course of business and consistent with the past practice of the Company since the Balance Sheet Date, and which are reflected and reserved for in the balance sheets included in the Financial Statements, (iii) liabilities arising under Contractual Obligations described on Schedule 5.18 and (iv) liabilities incurred in connection with the transactions contemplated by the Transaction Documents. 5.19. Solvency. Neither the Company nor any Subsidiary has (i) made a general -------- assignment for the benefit of its creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition in bankruptcy by its creditors, (iii) suffered the appointment of a receiver to take possession of all or substantially all of its assets or properties, (iv) suffered the attachment or other judicial seizure of all or substantially all of its assets or (v) admitted in writing its inability to pay its debts as they come due. After giving effect to the transactions contemplated by the Transaction Documents, the Company will not (i) have liabilities which exceed the stated value of its assets, or (ii) be left with unreasonably small capital with which to engage in its respective business for the foreseeable future, or (iii) have incurred debts beyond its ability to pay such debts as they mature. 5.20. Compliance with Law. The Company and the conduct of its business is in ------------------- compliance with all applicable laws, statutes, ordinances and regulations, whether federal, state, local or foreign, except where the failure to comply would not have a Material Adverse Effect. Neither the Company nor any Subsidiary has received any written notice to the effect that it is not in compliance with any of such statutes, regulations, orders, ordinances or other laws where the failure to comply would have a Material Adverse Effect. The Company, to the best of its knowledge, has no reason to anticipate that any presently existing circumstances are likely to result in any such violations which would, in any one case or in the aggregate, have a Material Adverse Effect. 5.21. No Other Agreements to Sell the Assets or Capital Stock of the Company. ---------------------------------------------------------------------- Except as set forth on Schedule 5.21 hereto, neither the Company nor any Subsidiary has any legal obligation, absolute or contingent, other than the obligations under the Transaction Documents, to any person or firm to (i) sell assets of the Company to any Person or firm in an aggregate amount of up to $100,000 and/or other than in the ordinary course of business, (ii) sell any capital stock of the Company (other than as reflected in Section 5.6) or effect any merger, consolidation or other reorganization of the Company or (iii) enter into any agreement with respect to any of the foregoing. 5.22. Changes. Except as set forth on Schedule 5.22, since December 31, 1999, ------- there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business, that have not caused, in the aggregate, a Material Adverse Effect; 17 (b) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of the Company (as such business is presently conducted and as it is proposed to be conducted); (c) any waiver by the Company of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the assets, properties, financial condition, operating results or business of the Company (as such business is presently conducted and as it is proposed to be conducted); (e) any material change or amendment to a material contract or arrangement by which the Company or any of its assets or properties is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee; (g) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets; (h) any resignation or termination of employment of any key officer of the Company; and to the knowledge of the Company, there is no impending resignation or termination of employment of any such officer; (i) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company; (j) receipt of notice that any supplier or third-party outsourcing provider will no longer supply products or services to the Company; (k) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable; (l) any loans or guarantees made by the Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (m) any declaration, setting aside or payment or other distribution in respect of any of the Company's capital stock, or any direct or indirect redemption, purchase or other acquisition of any of such stock by the Company; (n) to the Company's knowledge, any other event or condition of any character that would reasonably be expected to materially and adversely affect the assets, 18 properties, financial condition, operating results or business of the Company (as such business is presently conducted and as it is proposed to be conducted); or (o) any agreement or commitment by the Company to do any of the things described in this Section 5.22. 5.23. Certain Payments. The Company has complied with the requirements of the ---------------- Foreign Corrupt Practices Act and neither the Company nor any director, officer, agent, or employee of the Company, or any other Person associated with or acting for or on behalf of the Company has directly or indirectly (a) made any contribution, gift, bribe, payoff, influence payment, kickback, or other payment to any government official, regardless of form, whether in money, property, or services (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured or, (iii) to obtain special concessions or for special concessions already obtained, for or in respect of the Company or any Subsidiary of the Company, (b) made any contribution, gift, bribe, payoff, influence payment, kickback, or other payment to any person, private or public, regardless of form, whether in money, property, or services in violation of any law, or (c) established or maintained any fund or asset for use, directly or indirectly, with any of the foregoing activities that has not been recorded in the books and records of the Company. 5.24. Environmental Matters. The Company and its Subsidiaries are and at all --------------------- times have been in compliance with all Environmental Laws, except where such instances of noncompliance would not be expected by the Company to have a Material Adverse Effect on the business, operations or financial condition of the Company and its Subsidiaries, taken as a whole, and (ii) neither the Company nor any of its Subsidiaries has any material liability under any Environmental Law. All real property previously leased by the Company or any of its Subsidiaries was, at all times during which such premises were occupied by the Company or any of its Subsidiaries, free from contamination from Hazardous Materials regulated by Environmental Laws as a result of the conduct of the Company or any of its Subsidiaries or, to the best of the Company's knowledge, any other party. Except as set forth on Schedule 5.24, (i) no notices of any violation or alleged violation of, or any liability under, any Environmental Law relating to the operations or properties of the Company or any of its Subsidiaries have been received by the Company or any of its Subsidiaries and (ii) there are no writs, injunctions, decrees, orders or judgments outstanding, or any actions, suits, claims, proceedings, administrative actions or investigations pending or, to the knowledge of the Company, threatened, alleging that the Company or any of its Subsidiaries is in violation of any Environmental Law, or that the Company or any of its Subsidiaries is a party responsible for remedial action pursuant to any Environmental Law. Except as set forth on Schedule 5.24, the Company and each of its Subsidiaries has all permits, licenses and authorizations required under the Environmental Laws for the operation of their business as it is currently operated and, to the Company's knowledge, based on the manner in which the business of the Company and its Subsidiaries is currently conducted, no modification or change to the operations of such business will be required upon renewal of any such permits, licenses and authorizations. 19 5.25. SEC Reports. ----------- (a) The Company has filed all required forms, reports and documents with the SEC since December 31, 1995 (collectively, the "SEC Reports"), except that the Company will file a Notification of Late Filing on Form 126-25 notifying the SEC that its Form 10-K for its 1999 fiscal year could not be filed within the prescribed time period. Each of the SEC Reports has complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act, each as in effect on the dates so filed. None of such forms, reports or documents, including, without limitation, any financial statements or schedules included or incorporated by reference therein, contained, when filed, any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company has heretofore made available or promptly will make available to the Purchaser, a complete and correct copy of any amendment to the SEC Reports. None of the Subsidiaries of the Company is required to file any reports, statements, forms or other documents with the SEC. (b) The SEC Reports contain audited consolidated balance sheets of the Company and its Subsidiaries as of December 31 in each of the years 1995 through 1998, and the related audited consolidated statements of income, statements of cash flow and changes in Shareholders' equity of the Company and its Subsidiaries for the fiscal years then ended, together with the respective reports thereon of KPMG LLP. These audited financial statements of the Company were included or incorporated by reference in the SEC Reports (collectively, including the footnotes thereto, the "SEC Financial Statements"), were prepared in accordance with GAAP (except as otherwise stated in the SEC Financial Statements or in the related reports of the Company's independent accountants) and present fairly the consolidated financial position of the Company and its subsidiaries as at the dates thereof, and the results of operations, changes in financial position and statements of Shareholders' equity of the Company and its Subsidiaries for the periods indicated. No event has occurred since the Balance Sheet Date that would require a restatement of the SEC Financial Statements under GAAP other than by reason of a change in GAAP. The SEC Financial Statements reflect, and on the Closing Date will reflect, the interest of the Company in the assets, liabilities and operations of all Subsidiaries of the Company. (c) Neither the Company nor any of its Subsidiaries has any material liability, obligation or commitment of any nature whatsoever (whether known or unknown due or to become due, accrued, fixed, contingent, liquidated, unliquidated or otherwise) other than liabilities, obligations or commitments (i) which are accrued or reserved against in the consolidated balance sheet of the Company and its consolidated subsidiaries as of December 31, 1999 included in the Audited Financial Statements or reflected in the notes thereto, (ii)(x) which arose in the ordinary course of business since such date and (y) which do not or would not individually or in the aggregate have a Material Adverse Effect, or (iii) which are of the type that would not be required to be reflected on a consolidated balance sheet of the Company and its Subsidiaries or in the notes thereto if such balance sheet were prepared in accordance with GAAP as of the date thereof or as of the Closing Date, as the case may be. 20 (d) Except as set forth on Schedule 5.25(d), since the date of the Company's 1999 Proxy Statement to the date hereof, the Company has not entered into or otherwise become obligated with respect to any transactions which would require disclosure pursuant to Item 404 of Regulation S-K in accordance with Items 7(b) or (c) of Schedule 14A under the Exchange Act were a Company proxy statement to be distributed as of the date hereof. 5.26. Fairness Opinion. The Company has received an opinion of Needham & ---------------- Company, Inc., a copy of which was furnished to the Purchaser, that the terms of the Transactions, including the proposed consideration to be received by the Company's shareholders in the Tender Offer, is fair to such shareholders from a financial point of view. 5.27. Disclosure. ---------- (a) This Agreement does not, and the documents and certificates executed by the Company or otherwise furnished by the Company to the Purchaser at the Closing will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading. (b) There is no fact known to the Company, which the Company has not disclosed to the Purchaser in writing, which has a Material Adverse Effect, or insofar as the Company can reasonably foresee, will have a Material Adverse Effect on the Condition of the Company, or the ability of the Company to perform its obligations under the Transaction Documents, or any document contemplated thereby. ARTICLE 6. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER The Purchaser hereby represents and warrants to the Company as follows: 6.1. Existence and Authority. The Purchaser (a) is a limited liability company ----------------------- duly organized, validly existing and in good standing under the laws of the State of Delaware, (b) has all requisite power and authority to own its assets and operate its business, and (c) has all requisite power and authority to execute, deliver and perform its obligations under each of the Transaction Documents to which it is or will be a party. 6.2. Authorization; No Contravention. The execution, delivery and performance ------------------------------- by the Purchaser of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby, including, without limitation, the acquisition of the Securities: (a) is within the Purchaser's power and authority and has been duly authorized by all necessary action on the part of such Purchaser; (b) does not conflict with or contravene the terms of the Purchaser's certificate of formation and agreement of limited liability company or any amendments thereof; and (c) will not violate, conflict with or result in any material breach or 21 contravention of (i) any Contractual Obligation of the Purchaser, or (ii) any Requirements of Law or any order or decree applicable to the Purchaser. 6.3. Binding Effect. This Agreement has been duly executed and delivered by the -------------- Purchaser, and this Agreement constitutes the legal, valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability. 6.4. Purchasers Expertise. Without limiting the right of the Purchaser to rely -------------------- on the representations and warranties of the Company contained herein, the Purchaser is an informed and sophisticated purchaser, possesses such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment under this Agreement and has engaged expert legal, financial, tax, business and other advisors, experienced in the evaluation and purchase of companies such as the Company. 6.5. Investment Intent. The Purchaser is engaging in the Transactions solely ----------------- for the purpose of investment and not with a view to, or for offer or sale in connection with, any distribution thereof. 6.6. Broker's, Finder's or Similar Fees. There are no brokerage commissions, ---------------------------------- finder's fees or similar fees or commissions payable by the Company in connection with the transactions contemplated hereby based on any agreement, arrangement or understanding entered into by the Purchaser. ARTICLE 7. ADDITIONAL AGREEMENTS 7.1. Proxy Statement. --------------- (a) As promptly as practicable after the date hereof, the Company shall prepare and file the Proxy Statement in preliminary form with the SEC under the Exchange Act, and shall use all reasonable efforts to have it cleared with the SEC, and promptly thereafter shall mail it in definitive form to its shareholders. The Purchaser and the Company shall cooperate with each other in the preparation of the Proxy Statement. Each of the Purchaser and the Company agrees promptly to correct any information provided by it for use in the Proxy Statement if and to the extent that it shall have become false or misleading in any material respect. The Company agrees to take all steps necessary to cause the Proxy Statement as so corrected to be filed with the SEC and to be mailed to the shareholders of the Company, in each case as and to the extent required by law. The Proxy Statement shall contain the recommendation of the Board of Directors of the Company described in Section 7.1(b). The Purchaser, and its counsel, shall be given an opportunity to review and comment on the Proxy Statement prior to it being filed with the SEC. (b) The Company shall, in accordance with the Colorado Business Corporation Act and its Amended and Restated Articles of Incorporation and bylaws of the 22 Company, duly call, give notice of, convene and hold the Shareholders Meeting as soon as practicable after the date hereof for the purpose of considering and taking action upon the approval of the Transactions to the extent required by law or the requirements of the Nasdaq Stock Market. Subject to the exercise of the fiduciary duty of the Board of Directors of the Company after consultation with outside legal counsel, the Company will include in the Proxy Statement the recommendation of the Board of Directors that shareholders of the Company vote in favor of the approval of the Transactions at the Shareholders Meeting and shall use its best efforts to solicit from shareholders of the Company proxies in favor of such approval and adoption and will take all other actions necessary, or in the reasonable judgment of the Purchaser and the Company advisable, to secure the approval of the Transactions by the Company's shareholders. 7.2. Tender Offer. ------------ (a) Provided that this Agreement shall not have been terminated in accordance with Article 8, then, not later than the first business day after execution of this Agreement, the Company shall issue a public announcement of the execution of this Agreement. At the time of and following such public announcement, both parties shall fully cooperate with each other as necessary to allow the Purchaser to file such communications with the Commission under cover of Schedule TO as are required to be filed pursuant to Rule 14d-2(b) under the Exchange Act. Not later than the twentieth business day prior to the Shareholders Meeting, the Purchaser shall, subject to the provisions of this Agreement, commence the Tender Offer for up to 8,250,000 shares together with the associated rights ("Rights") issued pursuant to the Rights Agreement dated as of February 25, 1999 (the "Rights Agreement"), between the Company and American Securities Transfer & Trust, Inc., as Rights Agent (collectively, the "Tender Shares") at a price of $4.00 per Tender Share, net to the seller in cash. The Purchaser shall keep the Tender Offer open until the earlier of the date on which the Company Shareholders' Meeting is held and September 1, 2000 (the "Approval Date"). The Purchaser shall accept for payment and pay for all Tender Shares that have been validly tendered and not withdrawn pursuant to the Tender Offer promptly following the Shareholder Approval, subject to satisfaction, or waiver by the Purchaser, of the conditions set forth in this Agreement and in Annex I to this Agreement. The obligation of the Purchaser to accept for payment, purchase and pay for Tender Shares tendered pursuant to the offer shall be subject to the conditions set forth herein and in the Offer Documents, including the condition that a minimum of 500,000 Tender Shares shall have been validly tendered and not withdrawn prior to the expiration date of the Tender Offer (the "Minimum Condition"). Solely for purposes of determining whether the Minimum Condition has been satisfied, any shares owned by the Purchaser shall be deemed to have been validly tendered and not withdrawn pursuant to the Tender Offer. The Purchaser expressly reserves the right to increase the price per share payable in the Tender Offer or to make any other changes in the terms and conditions of the Tender Offer; provided, however, that, unless previously approved by the Company in writing, no change may be made which decreases the price per share payable in the Offer, which changes the form of consideration to be paid in the Tender Offer, which imposes conditions to the Tender Offer in addition to those set forth herein, which broadens the scope of such conditions, which increases the minimum number of Tender Shares which must be tendered as a condition to the acceptance for payment and payment for Tender Shares in the Tender Offer, or which otherwise amends the terms of the Tender Offer in a manner that is materially adverse to holders of shares. 23 Notwithstanding the foregoing, the Purchaser may, without the consent of the Company, extend the Tender Offer if, by the Approval Date, any of the conditions to the Purchaser's obligation to purchase Tender Shares shall not be satisfied until such time as such conditions are satisfied. However, if the Company shall have held the Shareholders Meeting (with a quorum duly present) and a majority of the shareholders present and voting did not vote to approve the Transactions by the Approval Date, the Purchaser shall not extend the Tender Offer. It is agreed that the conditions to the Tender Offer set forth herein and in the Annex I to this Agreement are for the sole benefit of the Purchaser and may be asserted by the Purchaser regardless of the circumstances giving rise to any such condition (including any action or inaction by the Purchaser, unless any such action or inaction by the Purchaser would constitute a breach by the Purchaser of any of its covenants or agreements under this Agreement) or may be waived by the Purchaser, in whole or in part at any time and from time to time, in its sole discretion. The failure by the Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time. Any determination by the Purchaser with respect to any of the foregoing conditions (including, without limitation, the satisfaction of such conditions) shall be made in good faith and shall be final and binding on the parties. The Purchaser may, but is not obligated to, purchase Tender Shares in the Tender Offer if the Minimum Condition is not satisfied. However, only consummation of the Tender Offer for a number of Tender Shares which satisfies the Minimum Condition (a "Successful Tender Offer") shall result in the exchange of Exchangeable Notes for Convertible Notes and the cancellation of any outstanding Warrants. (b) The Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the offer at such time as will permit the Tender Offer to be commenced as contemplated by Section 7.2(a). The Tender Offer Statement shall contain an offer to purchase and related letter of transmittal and summary advertisement (such Schedule TO and the documents therein pursuant to which the offer will be made, together with any supplements or amendments thereto, the "Offer Documents"). The Offer Documents shall comply as to form in all material respects with the requirements of the Exchange Act, and the rules and regulations promulgated thereunder and, on the date filed with the SEC and on the date first published, sent or given to the holders of shares of Common Stock, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Purchaser with respect to information supplied by the Company in writing specifically for inclusion in the Offer Documents. Each of the Purchaser and the Company agrees promptly to correct any information supplied by it specifically for inclusion in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of the Purchaser and the Company further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to shareholders of the Company, in each case as and to the extent required by applicable Federal securities laws. The Purchaser agrees to provide the Company and its counsel in writing with any comments the Purchaser or its counsel may receive from the SEC or its Staff with respect to the Offer Documents promptly after the receipt of such comments. The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Offer Documents and all 24 amendments and supplements thereto prior to their filing with the SEC or dissemination to the shareholders of the Company. (c) The Company hereby approves of and consents to the Tender Offer and represents and warrants that the Board of Directors of the Company, at a meeting duly called and held, has unanimously adopted resolutions (i) determining that this Agreement and the Transactions, are fair to, and in the best interests of, the shareholders of the Company, (ii) approving and adopting this Agreement and the Transactions, in all respects and that such approval constitutes approval of the Initial Investment, the Tender Offer, this Agreement, and the terms of the Exchangeable Notes, Warrants and Convertible Notes and (iii) recommending that the shareholders of the Company accept the Tender Offer, tender their shares of Common Stock thereunder to the Purchaser and approve the Transactions at the Shareholders Meeting; provided, however, that such recommendation may be withdrawn, modified or amended to the extent that the Board of Directors, by a majority vote, determines in its good faith judgment, based as to legal matters on the advice of legal counsel, that the Board has received a Superior Proposal and is required to withdraw, modify or amend its recommendation to properly discharge its fiduciary duties. (d) The Company shall use its best efforts to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Tender Offer (such Schedule 14D-9, as amended from time to time, the "Schedule 14D-9") on the date the Offer Documents are filed with the SEC, and in any event shall file with the SEC the Schedule 14D-9 not later than the date required pursuant to the Exchange Act and the applicable rules and regulations promulgated thereunder, containing the recommendation described in Section 7.2(c) and shall mail the Schedule 14D-9 to the shareholders of the Company. The Schedule 14D-9 shall comply in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder on the date filed with the SEC and on the date first published, sent or given to the Company's shareholders, and shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by the Purchaser specifically for inclusion or incorporation by reference in the Schedule 14D-9. Each of the Company and the Purchaser agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the Company's Shareholders, in each case as and to the extent required by applicable Federal securities laws. The Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to shareholders of the Company. (e) In connection with the Tender Offer, the Company will, and will cause its transfer agent to, furnish promptly to the Purchaser mailing labels containing the names and addresses of all record holders of shares of Common Stock as of a recent date and of those persons becoming record holders after such date, together with copies of all lists of shareholders 25 and security position listing and computer files and all other information in the Company's possession and control regarding the beneficial ownership of its shares of Common Stock. The Company shall promptly furnish the Purchaser with such additional information (including, but not limited to, updated lists of shareholders and their addresses, mailing labels and security position listings and computer files) and such other assistance as the Purchaser or its agents may reasonably request in communicating the Tender Offer to the record and beneficial holders of shares. Subject to the requirements of law, and except for such steps as are necessary or advisable to disseminate the Tender Offer and any other documents necessary to consummate the Transactions and to solicit tenders of shares and the approval of the Transaction, the Purchaser and each of its Affiliates shall hold in confidence the information contained in any of such labels, lists and additional information, shall use such information only in connection with the Tender, and, if this Agreement shall be terminated, shall deliver to the Company all copies of such information then in their possession or under their control. 7.3. Proxy Statement; Offer Documents. -------------------------------- (a) The Proxy Statement will comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder, and will not, at the time of the first mailing and at the time of the Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The letter to shareholders, notice of meeting, proxy statement and form of proxy that may be distributed by the Company to Shareholders in connection with the Transactions (including any supplements), and any schedules required to be filed with the SEC in connection therewith, are collectively referred to as the "Proxy Statement". (c) None of the information supplied by the Company in writing for inclusion in the Offer Documents (as defined in Section 7.2(b)) or provided by the Company in the Schedule 14D-9 will, at the respective times that the Offer Documents and the Schedule 14D-9 or any amendments or supplements thereto are filed with the SEC and are first published or sent or given to shareholders, shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 7.4. Acquisition Proposals. The Company may, directly or indirectly, furnish --------------------- information and access, in each case in response to unsolicited requests therefor received after the date of this Agreement, with appropriate assurances of confidentiality, to any corporation, partnership, person or other entity or group, and, in response to unsolicited requests, may participate in discussions and negotiate with any corporation, partnership, person or other entity or group concerning a proposal for any merger, sale of any material assets of the Company, sale of shares of voting capital stock of the Company having over 15 percent of the aggregate voting power of all the Company's capital stock or other transaction involving the transfer of effective control of the Company or any division thereof ("Acquisition Proposal"), if the Company's Board of Directors, after consultation with its outside counsel and its financial advisor, and such other advisors as it 26 deems appropriate, determines in its good faith judgment that its fiduciary duties require such action. In addition, in the event of such determination by the Company's Board of Directors, the Company may direct its officers and other appropriate personnel to cooperate with and be reasonably available to consult with any such corporation, partnership, person or other entity or group. Except as set forth above, neither the Company, or any of its Subsidiaries, nor any of its or their respective officers, directors, employees, representatives or agents, shall, directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with, or provide any information to, any corporation, partnership, person or other entity or group (other than the Purchaser, any affiliate or associate of the Purchaser or any designees of the Purchaser) concerning any Acquisition Proposal, or take any other action to facilitate the making of a proposal that constitutes or could reasonably be expected to lead to an Acquisition Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any executive officer of the Company or any of its subsidiaries shall be deemed to be a breach of this Section 7.4 by the Company. The Company shall use its best efforts to ensure that the officers, directors and employees of the Company and its Subsidiaries and any investment banker or other advisor or representatives retained by the Company are aware of the restrictions set forth in the preceding sentences, and the Company hereby represents that the Board has adopted resolutions directing the officers, directors and employees of the Company and its subsidiaries to comply with such restrictions. The Company promptly shall advise the Purchaser orally, and in a written notice, of any Acquisition Proposal and any inquiries or developments with respect thereto, and shall, in such notice, provide a detailed description of such Acquisition Proposal, indicating the identity of the offeror and the material terms and conditions of any such Acquisition Proposal, including, without limitation, price. The Company shall not enter into any agreement pursuant to which the Company is to provide information to any person, entity or group in connection with a proposed or possible Acquisition Proposal in which agreement such person, entity or group is permitted to buy shares of the Common Stock of the Company, or make any amendment, waiver, or release with respect thereto, unless, at or prior to entering into such agreement or making such amendment, waiver, or release with respect thereto, unless, at or prior to entering into such agreement or making such amendment, waiver, or release, the Company agrees to permit the Purchaser to buy shares of Common Stock to the same extent and on substantially comparable terms as such person, entity or group. Neither the Board nor any committee thereof shall (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser the approval or recommendation by the Board of the Tender Offer, or (ii) approve or recommend, or propose to approve or recommend, any Acquisition Proposal; provided, that nothing in this Section 7.4 shall prevent the Board of Directors from considering an Acquisition Proposal in anticipation of terminating this Agreement pursuant to Section 8.1(g). 7.5. Interim Operations. During the period from the date of this Agreement to ------------------ the Approval Date, except (i) as contemplated by this Agreement, (ii) as disclosed to the Purchaser in writing or in the SEC Reports or (iii) as otherwise approved in writing by the Purchaser: (a) Conduct of Business. The Company shall use its reasonable ------------------- efforts to preserve intact in all material respects its business organization, to preserve its present relationships with its customers, prospective customers, suppliers, consultants, employees and any other persons having business relations with it, to maintain all of its properties in customary repair 27 and condition, to maintain insurance policies in respect of its business and properties, and to promote and market its services consistent with past practice. (b) Certificate and Bylaws. Except for increasing its authorized ---------------------- shares of Common Stock up to a maximum of 75,000,000, the Company shall not, and shall not permit any of its subsidiaries to, make or propose any change or amendment in their respective Articles of Incorporation or Bylaws. (c) Capital Stock. Except as permitted in Sections 7.5(e) and ------------- 7.5(g), the Company shall not, and shall not permit any of its Subsidiaries to, issue, pledge or sell any shares of capital stock or any other securities of any of them or issue any securities convertible into, exchangeable for or representing a right to purchase or receive, or enter into any contract with respect to the issuance of, any shares of capital stock or any other securities of any of them (other than pursuant to this Agreement, the Rights Agreement or the exercise of options or vesting of employee stock awards outstanding on the date hereof), or enter into any contract with respect to the purchase or voting of shares of their capital stock, or adjust, split, combine or reclassify any of their securities, or make any other material changes in their capital structures; provided, however, that nothing in this Section 7.5(c) shall limit or restrict the Company's rights under Section 7.4 to furnish information and access in response to unsolicited requests (and to enter into confidentiality agreements in connection with any prospective Acquisition Proposal or "standstill" agreements relating to the conditions under which a third party shall be permitted to acquire shares (or the extent to which, or the manner in which, such third party may acquire shares)), and to participate in discussions, to negotiate and to consult with respect to any prospective Acquisition Proposal. (d) Dividends. The Company shall not, and shall not permit any --------- of its Subsidiaries to, declare, set aside, pay or make any dividend or other distribution or payment (whether in cash, stock or property) with respect to, or purchase or redeem, any shares of the capital stock of any of them and other than dividends, distributions and payments made solely to the Company or a Subsidiary of the Company which Subsidiary is retained by the Company through the Approval Date. (e) Employee Plans; Compensation, Etc. Except as permitted in ---------------------------------- Section 7.12, the Company shall not, and shall not permit any of its Subsidiaries to (except (i) for increases and cash bonuses in lieu of grants of stock options and restricted stock awards in the ordinary course of business that are consistent with past practice and that, in the aggregate, do not result in a material increase in benefits or compensation expense of the Company relative to the level in effect prior to such amendment, (ii) as required by law, (iii) as required to maintain the qualified status of any employee plan that is intended to constitute a qualified plan under the provisions of Section 401 of the Code or the tax exempt status under Section 501 of the Code of a trust related to such a plan in the manner which is the least expensive alternative to the Company and its subsidiaries, if there are alternative means of maintaining such qualified or tax exempt status, or (iv) pursuant to the terms of an existing contract disclosed in the SEC Reports to which the Company is a party or by which it is bound or any amendment thereto that does not materially increase the benefits provided thereunder) adopt, enter into or amend any bonus, profit sharing, compensation, severance, termination, stock option, pension, retirement, deferred 28 compensation, employment or other employee benefit plan, agreement, trust, plan, fund or other arrangement for the benefit or welfare of any director, officer or employee, or increase in any manner the compensation or fringe benefits of any director, officer or employee, or pay any benefit not required by any existing plan or arrangement (including, without limitation, the granting of stock options, stock appreciation rights, performance units or restricted stock, or the removal of existing restrictions in any benefit plans or agreements or awards made thereunder) or enter into any contract, agreement, commitment or arrangement to do any of the foregoing. (f) Debt and Capital Appropriations. Except in the ordinary ------------------------------- course of its business, the Company shall not, and shall not permit any of its Subsidiaries to, incur or assume any indebtedness (other than borrowings in the ordinary course of business under its currently existing bank credit line or any renewal thereof); make any loans, advances or capital contributions to, or investments in, any other person (other than a wholly-owned Subsidiary of the Company); issue or sell any debt securities or guarantee any indebtedness; or enter into any contract, agreement, commitment or arrangement to do any of the foregoing. The Company shall not, and shall not permit any of its Subsidiaries to, enter into any contract or agreement which involves payments by the Company or any of its subsidiaries of more than $100,000 and which extends beyond or will affect the business of the Company for a term of four months or more beyond the date of this Agreement. The Company shall not, and shall not permit any of its subsidiaries to, approve or make appropriations for capital expenditures in excess of $200,000 in the aggregate over those provided for in the operating and capital plans of the Company in effect on the date of this Agreement. (g) Assets; Mergers; Etc. Except as required under the Credit -------------------- Agreement, the Company shall not, and shall not permit any of its subsidiaries to, encumber, sell, lease or otherwise dispose of or acquire any material assets, or encumber, sell, lease or otherwise dispose of assets having a value in excess of $100,000 in the aggregate, or enter into any merger or other agreement providing for the acquisition of any material assets of the Company or any of its subsidiaries by any third party or acquire (by merger, consolidation, or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or enter into any contract, agreement, commitment or arrangements to do any of the foregoing. (h) Labor Relations. The Company shall consult with the --------------- Purchaser concerning any significant relations or employment issues which may arise except to the extent prohibited by applicable law and regulation in the reasonable judgment of the Company on advice of counsel. 7.6. Access to Information; Confidentiality. -------------------------------------- (a) From the date hereof until the consummation of the Tender Offer, the Company shall, and shall cause its subsidiaries, officers, directors, employees and agents to, afford to the Purchaser and to the officers, employees and agents of the Purchaser access at all reasonable times to their officers, employees, agents, properties, books, records and contracts, and shall furnish the Purchaser all financial, operating and other data and information as the Purchaser may request as necessary to consummate the transactions contemplated hereby including, without limitation, as necessary for consultants and advisors hired by the Company at 29 the request of the Purchaser; provided, however, that the Company shall not be required to disclose or permit access to certain information regarding the Company's business which the Company reasonably determines after consultation with counsel would be inappropriate to disclose or to permit access to the Purchaser due to competitive or regulatory considerations. The Company shall, and shall cause it subsidiaries, officers, directors, employees and agents to, afford the outside counsel of the Purchaser with such information concerning the Company as may be necessary to file any notification report filed under the HSR Act (and any additional information or documentary material supplied in response to any request pursuant to the HSR Act or any other filing), or to respond to any investigation by the DOJ, the FTC or state attorneys general. Subject to the requirements of law or judicial process, the Purchaser shall hold in confidence all such information, on the terms and subject to the conditions contained in the letter agreement dated [November] __, 1999 (the "Confidentiality Agreement") the provisions of which shall survive the termination of this Agreement, the Purchaser shall deliver to the Company all documents, work papers and other material (including copies) obtained by the Purchaser or on its behalf from the Company, as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof, and shall destroy all documents, work papers and other materials (including copies) containing all such information; provided, however, that in the event that any litigation or investigation has been instituted or threatened, the Company shall be entitled to retain all documents, work papers and other materials (including copies) otherwise subject to destruction under this Section for the pendency of such litigation or investigation. (b) The Purchaser shall, and shall cause its subsidiaries, officers, directors, employees and agents to, afford the officers, employees and agents of the Company with such information concerning the Purchaser as may be necessary for the Company to ascertain the accuracy and completeness of the information supplied by the Purchaser for inclusion in the Proxy Statement. The Purchaser shall, and shall cause its subsidiaries, officers, directors, employees and agents to, afford the outside counsel of the Company with such information concerning Parent and the Purchaser as may be necessary to file any notification report filed under the HSR Act (and any additional information or documentary material supplied in response to any request pursuant to the HSR Act or any other filing), or to respond to any investigation by the DOJ, the FTC or state attorneys general. Subject to the requirements of law or judicial process, the Company shall hold in confidence all such information, and, upon the consummation of the Tender Offer or termination of this Agreement, the Company shall deliver to the Purchaser all documents, work papers and other material (including copies) obtained by the Company or on its behalf from the Purchaser, as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof, and shall destroy all documents, work papers and other materials (including copies) containing all such information; provided, however, that, in the event that any litigation or investigation has been instituted or threatened, the Purchaser shall be entitled to retain all documents, work papers and other materials (including copies) otherwise subject to destruction under this Section for the pendency of such litigation or investigation. 7.7. Preferred Stock Purchase Rights. The Rights Agreement has been amended to ------------------------------- provide that the execution and delivery of this Agreement and the consummation of the Tender Offer contemplated hereby will not cause (a) the Purchaser to become an "Acquiring Person" (as such term is defined in the Rights Agreement), (b) the "Distribution Date" (as such term is defined in 30 the Rights Agreement) to occur, or (c) any adjustment under the provisions of Section 11 of the Rights Agreement. 7.8. Continued Listing. The Purchaser agrees that it does not intend for the ----------------- Tender Offer, or any other transactions contemplated herein, to result in the Common Stock being delisted from the Nasdaq Stock Market. The Purchaser agrees that it will take no affirmative action to delist the Common Stock from the Nasdaq Stock Market. 7.9. Consultants and Advisors. The Company shall enter into agreements with ------------------------ Synergetics as soon as possible following the Closing Date, as well as such other consultants and advisors as are approved by the Purchaser (including for purposes of this Section 7.9 approvals by its members, including, without limitation Thayer and RCBA) pursuant to which the Company shall have spent or be committed to spend at least $1.5 million. Additionally the Company shall reserve at least $1.8 million to be used for hiring consultants and advisors, approved by the Purchaser, following the closing of the Tender Offer, to facilitate and accelerate the Company's business plans with regard to its manufacturing, hiring and purchasing initiatives. 7.10. Operational Review Meetings. During the period from the date of this --------------------------- Agreement to the Approval Date, on the first Monday in each month, or at such other time as the parties may agree, the Company shall make available officers of the Company, including, but not limited to, the Chief Executive Officer, the Chief Financial Officer and the Chief Accounting Officer, for meetings with representatives of the Purchaser to provide an operational review of the Company. 7.11. Approval of Financings. During the period from the date of this Agreement ---------------------- to the earlier of the Approval Date or the completion of the Tender Offer, the Company shall not, without the prior written consent of the Purchaser, engage in, one or series of related transactions, in which the Company obtains equity financing in an aggregate amount in excess of $1,000,000. 7.12. Stock Incentive Plan. The Board of Directors shall approve the adoption -------------------- of the Stock Incentive Plan and shall have agreed to seek and recommend shareholder approval therefor at the Shareholders Meeting. ARTICLE 8. TERMINATION 8.1. Termination Rights. This Agreement shall terminate upon the consummation ------------------ of a Successful Tender Offer unless earlier terminated pursuant to this Section 8.1. This Agreement may be terminated and the Tender Offer contemplated herein may be abandoned at any time prior to a Successful Tender Offer: (a) by the mutual written consent of the Purchaser and the Company; (b) by either the Purchaser or the Company if either (or any permitted assignee) is prohibited by an order or injunction (other than an order or injunction on a temporary or preliminary basis) of a court of competent jurisdiction from consummating the Transactions and all means of appeal and all appeals from such order or injunction have been finally exhausted; 31 (c) by either the Purchaser or the Company if the Tender Offer shall not have been consummated within 6 months after the date of this Agreement; provided, that the right to terminate this Agreement under this Section 8.1(c) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or results in, the failure of the Transactions to have been consummated within such period; (d) by the Purchaser if the Board of Directors of the Company shall have withdrawn or modified, or resolved to withdraw or modify, in any manner which is adverse to the Purchaser, its recommendation or approval of the Transactions, provided, however, that the Purchaser shall not have the right to terminate this Agreement pursuant to this Section 8.1(d) if as a result of the Company's receipt of an Acquisition Proposal from a third party the Company withdraws, modifies, or amends its approval or recommendation of the transactions contemplated hereby and if within three business days of taking and disclosing to its shareholders the aforementioned position, the Company publicly reconfirms its recommendations of the transactions contemplated hereby as set forth in Sections 7.1(b) and 7.2(c) hereof; (e) by the Purchaser if the shareholders of the Company fail to approve the Transactions at the Shareholders Meeting referred to in Section 7.1(b); (f) by the Purchaser if any third party shall have acquired beneficial ownership of 30% or more of the outstanding shares of Common Stock; (g) by the Company, if the Company receives an Acquisition Proposal which the Company's Board of Directors determines is a Superior Proposal; provided, however, that the Company may not terminate this Agreement pursuant to this Section 8.1(g) earlier than three business days after furnishing notice to Purchaser of such Acquisition Proposal in accordance with Section 7.4; or (h) by either the Purchaser or the Company, if the FTC or the Antitrust Division of DOJ shall have commenced or officially recommended commencement of an action (judicial or administrative) for a preliminary or permanent injunction or other order prohibiting consummation of the Tender Offer, provided, however, that the terminating party has previously complied with Section 7.6. 8.2. Effect of Termination. In the event of a termination, other than a --------------------- termination pursuant to Section 8.1(d) or Section 8.1(g), no party hereto (or any of its directors or officers) shall have any liability or further obligation to any other party hereto or its shareholders or directors or officers in respect thereof, other than as provided in Section 9.11 of this Agreement, or under the Confidentiality Agreement, except that nothing herein will relieve any party from liability for any breach of this Agreement. In the event the Purchaser terminates this Agreement pursuant to Section 8.1(d) or the Company terminates this Agreement pursuant to Section 8.1(g), the Company shall (i) immediately pay a fee of $1.5 million to the Purchaser and (ii) reimburse all of the Purchaser's (including its members, including, without limitation, Thayer and RCBA) out-of-pocket costs and expenses relating to this Agreement and the transactions contemplated hereby, up to an additional $1.5 million net of any amounts previously paid pursuant to section 9.11. 32 ARTICLE 9. MISCELLANEOUS 9.1. Notices. All notices, demands and other communications provided for or ------- permitted hereunder shall be made in writing to the following addresses (or such other addresses as shall be designated by a party in writing) and shall be by courier service or personal delivery: (a) if to Purchaser: Thayer-BLUM Funding, L.L.C. c/o Thayer Equity Investors IV, L.P. 1455 Pennsylvania Avenue, N.W., Suite 350 Washington, DC 20004 Attention: Jeffrey W. Goettman Facsimile (not to be deemed notice): (202) 371-0391 and: Thayer-BLUM Funding, L.L.C. c/o RCBA Strategic Partners, L.P. 909 Montgomery Street, Suite 400 San Francisco, CA 94133 Attention: Murray A. Indick Facsimile (not to be deemed notice): (415) 434-3130 with a second copy to: Latham & Watkins 1001 Pennsylvania Avenue, N.W., Suite 1300 Washington, DC 20004-2505 Attention: Eric A. Stern, Esq. Facsimile (not to be deemed notice): 202-637-2201 (b) if to the Company: EFTC Corporation 9351 Grant Street Sixth Floor Denver, CO 80229 Attention: President Facsimile (not to be deemed notice): (303) 280-8358 33 with a copy to: Holme, Roberts & Owen, LLP 1700 Lincoln, Suite 4100 Denver, CO 80203 Attention: Francis R. Wheeler Facsimile (not to be deemed notice): (303) 866-0200 All such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered; when delivered by courier, if delivered by commercial overnight courier service. 9.2. Successors and Assigns. This Agreement shall inure to the benefit of and ---------------------- be binding upon the successors and permitted assigns of the parties hereto. This Agreement may be assigned by the Purchaser, subject to applicable securities laws, to Affiliates of either Thayer or RCBA. The Company may not assign any of its rights under this Agreement without the written consent of the Purchaser. Except as provided in Article 9, no Person other than the parties hereto and their successors and permitted assigns is intended to be a beneficiary of any of the Transaction Documents. 9.3. Amendment and Waiver. -------------------- (a) No failure or delay on the part of the Company, or the Purchasers in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company or the Purchaser at law, in equity or otherwise. (b) Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by any party from the terms of any provision of this Agreement, shall be effective (i) only if it is made or given in writing and signed by the Company and the Purchaser or by the party or parties to be bound hereby, and (ii) only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or demand on any party in any case shall entitle any party hereto to any other or further notice or demand in similar or other circumstances. 9.4. Counterparts. This Agreement may be executed in any number of counterparts ------------ and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same Agreement. 9.5. Headings. The headings in this Agreement are for convenience of reference -------- only and shall not limit or otherwise affect the meaning hereof. 34 9.6. Governing Law. This Agreement shall be governed by and construed in ------------- accordance with the laws of the State of New York, without regard to the principles of conflicts of law of such state. 9.7. Jurisdiction. Each party to this Agreement hereby irrevocably agrees that ------------ any legal action or proceeding arising out of or relating to this Agreement or any agreements or transactions contemplated hereby shall be brought in the courts of the State of New York or of the United States of America for the Southern District of New York and hereby expressly submits to the personal jurisdiction and venue of such courts for the purposes thereof and expressly waives any claim of improper venue and any claim that such courts are an inconvenient forum. Each party hereby irrevocably consents to the service of process of any of the aforementioned courts in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the address set forth in Section 9.1, such service to become effective 10 days after such mailing. 9.8. Severability. If any one or more of the provisions contained herein, or ------------ the application thereof in any circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired, unless the provision or provisions held invalid, illegal or unenforceable shall substantially impair the remaining provisions hereof. 9.9. Rules of Construction. Unless the context otherwise requires, "or" is not --------------------- exclusive, and references to sections or subsections refer to sections or subsections of this Agreement. 9.10. Entire Agreement. This Agreement, together with the exhibits and schedules ---------------- hereto and the other Transaction Documents is intended by the parties as a final expression of their agreement and is intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties or undertakings, other than those set forth herein or therein. This Agreement, together with the exhibits and schedules hereto, the other Transaction Documents, supersedes all prior agreements and understandings between the parties with respect to such subject matter. 9.11. Transaction Expenses. The Company will pay all Transaction Expenses of the -------------------- Purchaser. 9.12. Publicity. Except as may be required by applicable law or the rules of the --------- Nasdaq Stock Market, none of the parties hereto shall issue a publicity release or announcement or otherwise make any public disclosure concerning this Agreement or the transactions contemplated hereby, without prior approval by the other parties hereto. If any announcement is required by law or the rules of the Nasdaq Stock Market to be made by any party hereto, prior to making such announcement such party will deliver a draft of such announcement to the other parties and shall give the other parties an opportunity to comment thereon. 9.13. Further Assurances. Upon the terms and subject to the conditions contained ------------------ herein, each of the parties hereto agrees, both before and after the Closing, (i) to use all reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper 35 or advisable to consummate and make effective the transactions contemplated by this Agreement, (ii) to execute any documents, instruments or conveyances of any kind which may be reasonably necessary or advisable to carry out any of the transactions contemplated hereunder, and (iii) to cooperate with each other in connection with the foregoing, including using their respective commercially reasonable efforts (A) to obtain all necessary waivers, consents and approvals from other parties that may be required; (B) to obtain all necessary permits as are required to be obtained under any federal, state, local or foreign law or regulations, and (C) to fulfill all conditions to this Agreement. 36 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. THAYER-BLUM FUNDING, L.L.C. /s/ Jeffrey Goettman By:_________________________________________ Name: Jeffrey Goettman Title: Manager EFTC CORPORATION /s/ Jack Calderon By:_________________________________________ Name: Jack Calderon Title: President and Chief Executive Officer EX-99.B 3 EXHIBIT B THIS VOTING AGREEMENT (the "Voting Agreement"), is made and entered ---------------- into as of March __, 2000 between those holders of the shares of outstanding common stock, $.01 par value per share ("Common Stock"), of the Company (as ------------ defined below) set forth on the signature page hereof (each, a "Shareholder" and, collectively, the "Shareholders") and Thayer-BLUM Funding, L.L.C., a Delaware limited liability company (the "Purchaser"). --------- RECITALS A. Concurrently with the execution of this Voting Agreement, pursuant to a Securities Purchase Agreement, dated as of March 30, 2000 (the "Purchase -------- Agreement"), by and between EFTC Corporation, a Colorado corporation (the - --------- "Company"), and the Purchaser, the parties thereto agreed to a series of ------- transactions, including the issuance and sale to Purchaser of $46,000,000 in aggregate principle amount of 15% Senior Subordinated Exchangeable Notes due 2006 ("Exchangeable Notes") and warrants to purchase shares of Common Stock (the ------------------ "Warrants") in an amount equal to 19.9% of the outstanding Common Stock (the -------- purchase and sale of the Exchangeable Notes and Warrants being referred to as the "Initial Investment"). ------------------ B. Pursuant to the terms of the Purchase Agreement, Purchaser intends to engage in a tender offer for shares of Common Stock (the "Tender Offer" and ------------ together with the Initial Investment, the "Transactions"). The consummation of ------------ the Transactions requires the approval of the Company's shareholders ("Shareholder Approval") -------------------- C. The Board of Directors has, prior to the execution of this Voting Agreement, duly and validly approved and adopted the Purchase Agreement, and has resolved and agreed to call a special meeting of shareholders (the "Special ------- Meeting") for such purpose and to recommend a vote approving the issuance of - ------- shares of Common Stock related to the Transactions and such approval, adoption and recommendation has not been withdrawn. D. Each of the Shareholders is the beneficial owner of the number of shares of Common Stock set forth opposite such Shareholder's name on Schedule I hereto. E. Upon gaining Shareholder Approval, the Tender Offer will be completed, the Exchangeable Notes will be exchanged for the Company's 8.625% Senior Subordinated Convertible Notes ("Convertible Notes"), and any unexercised ----------------- Warrants will be cancelled. F. As an additional inducement to the Purchaser to enter into the Transaction, each of the Shareholders have agreed to vote in favor of the Transaction on the terms set forth below. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Voting of Shares. Each of the Shareholders covenants and agrees ---------------- with each other Shareholder and the Purchaser, to be present at or otherwise cause its Shares to be counted as present for purposes of a quorum and to vote, by proxy or in person, such number of Shares that may be voted by such Shareholder in favor of the Transaction at any meeting (whether the Special Meeting or otherwise and whether or not adjourned or postponed). The Shareholder agrees, during the period commencing on the date hereof and ending on the earlier of the Shareholder Approval and the termination of this Agreement, not to, and not to permit any of its wholly-owned affiliates to, vote or execute any written consent in lieu of a shareholders meeting or vote of the Company, if such consent or vote by the Shareholders would be inconsistent with or frustrate the purposes or terms of this Voting Agreement or the Purchase Agreement. In furtherance and not in limitation of the foregoing, each of the Shareholders hereby grants to, and appoints, each of Jeffrey Goettman and John Walker, individually, its irrevocable proxy and attorney-in-fact (with full power of substitution) to vote the Shares as indicated in this Voting Agreement. The Shareholder intends this proxy to be irrevocable until the termination of this Agreement and coupled with an interest and will take such further action and execute such other instruments as may be necessary to effectuate the intent of this proxy. Each of the Shareholders hereby revokes any and all previous proxies with respect to its Shares or any other voting securities of the Company that may relate to the voting of its Shares in accordance with the provisions of this Section 1. The term "Shares" as used herein shall mean any and all shares of the ------ capital stock of the Company (including Common Stock) which carry voting rights (including any voting rights which arise by reason of default) now owned or subsequently acquired by a Shareholder through purchase, gift, stock splits, stock dividends and exercise of stock options. 2. Restriction on Transfer, Proxies and Non-Interference. Except as ----------------------------------------------------- contemplated by this Voting Agreement, each Shareholder agrees not to, directly or indirectly, (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to, or consent to the offer for sale, transfer, tender, pledge, encumbrance, assignment or other disposition (each, a "Disposition") of, any or all of the Shares or any interest therein; provided, however, that a Disposition shall be permitted if, prior to or simultaneously with such Disposition, the transferee shall execute an amendment to this Agreement agreeing to be bound by all of its terms and conditions; (ii) grant any proxies or powers of attorney, deposit any Shares into a voting trust or enter into a voting agreement with respect to any shares; or (iii) take any action that would make any representation or warranty of the Shareholder contained herein untrue or incorrect, or have the effect of preventing or disabling the Shareholder from performing the Shareholder's obligations pursuant to this Voting Agreement. 3. Representations and Warranties of the Shareholder. The ------------------------------------------------- Shareholder represents and warrants to the Company as follows: a. Schedule I sets forth the number of Shares of which the Shareholder is the record or beneficial owner. The Shareholder is the lawful owner of such Shares and has the sole power to vote (or cause to be voted) the Shares as set forth in this Agreement. Except as set forth on such Schedule I, neither the Shareholder nor any of its wholly owned affiliates owns or holds any rights to acquire any additional shares of any class of Shares or 2 other securities of the Company or any interest therein or any voting rights with respect to any additional Shares or any other securities of the Company. b. This Agreement has been duly executed and delivered by the Shareholder. c. This Agreement constitutes the valid and binding agreement of the Shareholder, enforceable against the Shareholder in accordance with its terms. 4. Termination. This Agreement shall terminate on the earlier to ----------- occur of (i) Shareholder Approval of the Transaction, (ii) the date on which a vote of the shareholders of the Company is taken on the Transactions and less than a majority of such shareholders vote to approve the Transactions, (iii) the date as of which the parties hereto terminate this Voting Agreement by written consent, or (iv) December 31, 2000. 5. No Revocation. The voting agreements contained herein are ------------- coupled with an interest and may not be revoked prior to termination in accordance with Section 3. 6. General. a. Governing Law. This Agreement shall be governed by and ------------- construed in accordance with the laws of the State of Colorado, without regard to any principles of conflicts of law. b. Notices. All notices, requests, demands and other ------- communications under this Agreement shall be in writing and shall be deemed given if delivered personally or by facsimile transmission (with subsequent letter confirmation by mail) or three days after being mailed by certified or registered mail, postage prepaid, return receipt requested, to the parties, their successors in interest or their assigns at the following addresses, or at such other addresses as the parties may designate by written notice in the manner aforesaid: If to the Shareholders: ATTN: [Shareholder Name] c/o EFTC Corporation 9351 Grant Street, Sixth Floor Denver, Colorado 80229 Telephone: (303) 280-8445 Facsimile: (303) 280-8358 If to the Purchaser: Thayer-BLUM Funding, L.L.C. c/o Thayer Capital Partners 1455 Pennsylvania Avenue, N.W., Suite 350 Washington, D.C. 20004 Telephone: (202) 371-0150 Facsimile: (202) 371-0391 Attn: Jeffrey W. Goettman 3 with a copy to: Latham & Watkins 1001 Pennsylvania Avenue, N.W., Suite 1300 Washington, D.C. 20004 Telephone: (202) 637-2200 Facsimile: (202) 637-2201 Attn: Eric A. Stern, Esq. c. Entire Agreement. This Agreement contains the entire ---------------- understanding among the parties hereto and supersedes any prior understandings and agreements, either oral or written, between or among the parties hereto relating to the subject matter hereof. d. Equitable Remedies. In addition to legal remedies, in ------------------ recognition of the fact that remedies at law may not be sufficient, the parties (and their permitted successors and assigns) shall be entitled to equitable remedies for breaches or defaults hereunder, including, without limitation, specific performance and injunction. e. Amendment. No amendment, modification or termination of any --------- provision of this Voting Agreement shall be valid unless in writing and signed by the Purchaser, the Company and Shareholders. f. Binding Agreement: Successors and Assigns. This Agreement ----------------------------------------- shall be binding upon the parties hereto and their respective successors and legal representatives; provided, however, that the rights and obligations of the Purchaser under this Voting Agreement shall not be assigned to any party other than (i) to a transferee of the Purchaser as permitted under the Purchase Agreement, or (ii) with the consent of the Shareholders. g. Counterparts. This Voting Agreement may be executed in ------------ several counterparts, and as so executed shall constitute one agreement, binding on all of the parties hereto, notwithstanding that all the parties are not a signatory to the original or the same counterparts. h. No Waiver; Cumulative Remedies. No failure or delay on the ------------------------------ part of any party in exercising any right, power or remedy hereunder shall, except to the extent expressly provided herein, operate as a waiver hereof; nor shall any single or partial exercise of any right, power or remedy preclude any other future exercise thereof or the exercise of any other right, power or remedy hereunder. The remedies provided herein are cumulative and not exclusive of any remedies provided by law. i. Severability. The provisions of this Voting Agreement are ------------ severable, and if any clause or provision of this Voting Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such clause or provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability of such clause or provision in any other jurisdiction or the remaining provisions hereof in any jurisdiction. 4 IN WITNESS WHEREOF, this Voting Agreement has been executed by the parties hereto as of the day and year first above written. Numbers of Shares: Shareholders: __________________________ _____________________________ Allen S. Braswell, Jr. __________________________ _____________________________ Charles E. Hewitson __________________________ _____________________________ Robert Monaco __________________________ _____________________________ Richard L. Monfort __________________________ _____________________________ Gerald J. Reid __________________________ _____________________________ Lucille Reid 5 __________________________ _____________________________ Masoud S. Shirazi __________________________ _____________________________ Allen Braswell, Sr. __________________________ _____________________________ Gregg Hewitson __________________________ _____________________________ Matt Hewitson __________________________ _____________________________ Ray Marshall __________________________ _____________________________ Lloyd McConnell __________________________ _____________________________ Robert McNamara 6 Thayer-BLUM Funding, L.L.C. By: _____________________________ Name: Title: 7 EX-99.C 4 EXHIBIT C REGISTRATION RIGHTS AGREEMENT ----------------------------- Registration Rights Agreement, dated as of March 30, 2000, by and among EFTC Corporation, a Colorado corporation (the "Company"), and Thayer-BLUM Funding, L.L.C. ("Purchaser"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Company and Purchaser have entered into that certain Securities Purchase Agreement, dated as of March 30, 2000 (the "Purchase Agreement"), pursuant to which the Company has issued and sold to Purchaser, and Purchaser has purchased from the Company, warrants to purchase shares of the Company's common stock, $.01 par value per share ("Common Stock"), with an exercise price of $.01 per share (the "Warrants"); and WHEREAS, the Company has sold 15% Senior Subordinated Exchangeable Notes due 2006 which upon a Successful Tender Offer (as such term is defined in the Purchase Agreement), the Company will issue to Purchaser 8.875% Senior Subordinated Convertible Notes due June 2006, ("Convertible Notes"), convertible into shares of the Company's Common Stock with an initial exercise price of $2.60 per share, whereupon any and all unexercised Warrants will be cancelled; and WHEREAS, Purchaser intends to engage in a tender offer for shares of the Company's Common Stock (the "Tender Offer"); and WHEREAS, in order to induce Purchaser to enter into the Purchase Agreement, the Company has agreed to provide registration rights with respect thereto; NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, it is agreed as follows: 1. Definitions. The following shall have (unless otherwise provided ----------- elsewhere in this Registration Rights Agreement) the following respective meanings (such meanings being equally applicable to both the singular and plural form of the terms defined): "Agreement" shall mean this Registration Rights Agreement, including all amendments, modifications and supplements and any exhibits or schedules to any of the foregoing, and shall refer to the Agreement as the same may be in effect at the time such reference becomes operative. "Business Day" shall mean any day that is not a Saturday, a Sunday or a day on which banks are required or permitted by law, rule and regulation to be closed in the State of New York. "Common Stock" shall mean the common stock par value $.01 per share of the Company. "Commission" shall mean the Securities and Exchange Commission or any other federal agency then administering the Securities Act and other federal securities laws. "Conversion Shares" shall mean shares of Common Stock issued upon any conversion, in whole or in part, of the Convertible Notes. "Demanding Security Holders" has the meaning set forth in Section 3. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect from time to time. "Holder" or "Holders" shall mean Purchaser or a permitted transferee or assignee thereof holding Registrable Securities. "NASD" shall mean the National Association of Securities Dealers, Inc., or any successor corporation thereto. "RCBA" means RCBA Strategic Partners, L.P. "Registrable Securities" shall mean the Conversion Shares, the Warrant Shares and the Tender Shares together with any shares of Common Stock acquired by Purchaser or which such Purchaser obtains the right to acquire pursuant to the terms of the Purchase Agreement or otherwise. "Securities Act" shall mean the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect from time to time. "Tender Shares" means the shares as Common Stock purchased by Purchaser in the Tender Offer. "Thayer" means, collectively, Thayer Equity Investors IV, L.P. and TC Manufacturing Holdings, L.L.C. "Warrant Shares" shall mean shares of Common Stock issued upon exercise of any or all of the Warrants. 2. Required Registration. After receipt of a written request from --------------------- the Holders of Registrable Securities requesting that the Company effect a registration under the Securities Act covering at least 1,500,000 of the Registrable Securities, and specifying the intended method or methods of disposition thereof, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 may elect (by written notice sent to the Company within 10 Business Days from the date of such Holder's receipt of the aforementioned the Company's notice) to have Registrable Securities included in such registration thereof pursuant to this Section 2. Thereupon the Company shall, as expeditiously as is possible, use its best efforts to effect the registration under the Securities Act of all shares of Registrable Securities which the Company has been so requested to register 2 by such Holders for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that the Company shall not be required to effect more than five (5) registrations at the request of any such Holder of any Registrable Securities pursuant to this Section 2 unless the Company shall be eligible at any time to file a registration statement on Form S-3 (or other comparable short form) under the Securities Act, in which event there shall be no limit on the number of such registrations pursuant to this Section 2. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by the Company. 3. Incidental Registration. If the Company at any time proposes to ----------------------- file on its own behalf and/or on behalf of any of its security holders (the "Demanding Security Holders") a Registration Statement under the Securities Act on any form (other than as a demand registration under Section 2, a registration of securities in connection with a merger, an acquisition, an exchange offer or other business combination or a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the registration of securities, it will give written notice to all Holders at least 30 days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 ("Demanding Security Holder"), shall advise the Company in writing within 10 Business Days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If the managing underwriter of a proposed public offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company or such Demanding Security Holder would materially and adversely affect the distribution of such securities by the Company or such Demanding Security Holder, then the Company shall give priority for inclusion in such registration (a) first to the Registrable Securities requested to be included in such registration (or to such lesser number of Registrable Securities that is equal to the number that, in the opinion of the managing underwriters, can be sold, pro rata, among the holders thereof based on the number of Registrable Securities owned), (b) second, to the securities, if any, requested to be included in such registration pursuant to warrants or options issued to the representatives of the underwriters with respect thereto, (c) third, to the securities the Company proposes to include in such registration, (d) fourth, to the securities that the Company is otherwise obligated to include in such registration, and (e) fifth, to other securities that the Company may desire to include in such registration. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by the Company. Notwithstanding anything to the contrary in this Section 3(a) if, at any time after receiving such requests and prior to the effective date of the Registration Statement filed in connection with such registration, Company for any reason decides not to register securities of 3 Company, Company will give written notice of its decision to the holders of Registrable Securities and thereupon be relieved of its obligation to register any Registrable Securities in connection with such registration and (b) if Company determines for any reason to delay such registration, Company may do so by giving written notice of its decision to the holders of Registrable Securities. 4. Registration Procedures. If the Company is required by the ----------------------- provisions of Section 2 or 3 to use its best efforts to effect the registration of the Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission a Registration Statement with respect to such Registrable Securities and use its best efforts to cause such Registration Statement to become and remain effective until the earlier of such time as all of the Registrable Securities have been disposed of in a public offering or 90 days (plus such period of time that the use of a Registration Statement and prospectus has been suspended pursuant to Section 7(c) hereof); (b) prepare and file with the Commission such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such Registration Statement until the earlier of such time as all of such securities have been disposed of in a public offering or the expiration of 90 days; (c) furnish to such selling security holders such number of copies of a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents, as such selling security holders may reasonably request; (d) use its commercially reasonable efforts to register or qualify the securities covered by such Registration Statement under such other securities or blue sky laws of such jurisdictions within the United States and Puerto Rico as each Holder shall request (provided, however, that the Company -------- ------- shall not be obligated to qualify as a foreign corporation to do business under the laws of any jurisdiction in which it is not then qualified or to file any general consent to service of process or take any other action which would subject it to taxation in any jurisdiction where it is not so subject), and do such other reasonable acts and things as may be required of it to enable such holder to consummate the disposition in such jurisdiction of the securities covered by such Registration Statement; (e) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to Section 2, on the date that such shares of Registrable Securities are delivered to the underwriters for sale pursuant to such registration or, if such Registrable Securities are not being sold through underwriters, on the date that the Registration Statement with respect to such shares of Registrable Securities becomes effective, (1) an opinion, dated such date, of the independent counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and if such Registrable Securities are not being sold through underwriters, then to the Holders making such request, in customary form and 4 covering matters of the type customarily covered in such legal opinions; and (2) a comfort letter dated such date, from the independent certified public accountants of the Company, addressed to the underwriters, if any, and if such Registrable Securities are not being sold through underwriters, then to the Holder making such request and, if such accountants refuse to deliver such letter to such Holder, then to the Company, in a customary form and covering matters of the type customarily covered by such comfort letters and as the underwriters or such Holder shall reasonably request. Such opinion of counsel shall additionally cover such other legal matters with respect to the registration in respect of which such opinion is being given as such Holders may reasonably request. Such letter from the independent certified public accountants shall additionally cover such other financial matters (including information as to the period ending not more than five Business Days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as the Holders of a majority of the Registrable Securities being so registered may reasonably request; (f) enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities; and (g) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, but not later than 18 months after the effective date of the Registration Statement, an earnings statement covering the period of at least 12 months beginning with the first full month after the effective date of such Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act. (h) (i) It shall be a condition precedent to the obligation of the Company to take any action pursuant to this Agreement in respect of the Registrable Securities which are to be registered at the request of any Holder that such Holder shall furnish to the Company such information regarding the Registrable Securities held by such Holder and the intended method of disposition thereof as the Company shall reasonably request and as shall be required in connection with the action taken by the Company. If the Holders fail to provide the information required under this Agreement, Company may delay the registration until the information is provided. During the effectiveness of a registration statement hereunder, the Holders will notify Company of the occurrence of any material change in the information provided by them that is contained in the prospectus included in the Registration Statement, as then in effect. Whenever in Company's reasonable judgment it is necessary, Company will prepare a supplement or amendment to the prospectus so that, as thereafter delivered to the proposed purchasers of the Registrable Securities, the prospectus will not contain, to Company's knowledge, any untrue statement of material fact or omit to state any fact necessary to make the statements in it not misleading, and the Holders will discontinue disposition of the Registrable Securities until the Holders are advised in writing by Company that the use of the prospectus may be resumed and are furnished with a supplement or amendment to the prospectus. If Company shall give any notice to suspend the disposition of Registrable Securities pursuant to the prospectus, Company shall extend the period of time during which Company is required to maintain the Registration Statement effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice through and including 5 the date the holders are advised by Company that the use of the prospectus may be resumed or receive the copies of the supplement or amendment to the prospectus. (ii) The Holders will comply in all material respects with all rules and regulations of the SEC and applicable state securities laws governing the manner of sale of securities in connection with the disposition of any Registrable Securities pursuant to any Registration Statement. (iii) No Holder of Registrable Securities may participate in any underwritten offering hereunder unless such Holder (i) agrees to sell such Holder's securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, by the Holders of a majority (by number of shares) of Registrable Securities to be included in such underwritten offering and (ii) completes and executes all questionnaires, indemnities, underwriting agreements and other documents (other than powers of attorney) reasonably required under the terms of such underwriting arrangements. 5. Expenses. All expenses incurred in complying with this -------- Agreement, including, without limitation, all registration and filing fees (including all expenses incident to filing with the NASD), printing expenses, fees and disbursements of counsel for the Company, the reasonable fees and expenses of counsel for the selling Holders (selected by those holding a majority of the shares being registered), expenses of any special audits incident to or required by any such registration and expenses of complying with the securities or blue sky laws of any jurisdiction pursuant to Section 4(d), shall be paid by the Company, except that: (a) all such expenses in connection with any amendment or supplement to the Registration Statement or prospectus filed more than 90 days after the effective date of such Registration Statement because any Holder has not effected the disposition of the securities requested to be registered shall be paid by such Holder; and (b) the Company shall not be liable for any fees, discounts or commissions to any underwriter or any fees or disbursements of counsel for any underwriter in respect of the securities sold by such Holder. 6. Indemnification and Contribution. -------------------------------- (a) In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall indemnify and hold harmless the Holder of such Registrable Securities, such holder's directors and officers, and each other person (including each underwriter) who participated in the offering of such Registrable Securities and each other person, if any, who controls such Holder or such participating person within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such Holder or any such director or officer or participating person or controlling person may become subject under the Securities Act or any other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any alleged untrue statement of any material fact contained, on the effective date thereof, in any Registration Statement under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained 6 therein, or any amendment or supplement thereto, or (ii) any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse such holder or such director, officer or participating person or controlling person for any legal or any other expenses reasonably incurred by such holder or such director, officer or participating person or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, -------- however, that the Company shall not be liable in any such case to the extent - ------- that any such loss, claim, damage or liability arises out of or is based upon (i) any actual or alleged untrue statement or actual or alleged omission made in such Registration Statement, preliminary prospectus, prospectus or amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Holder specifically for use therein or (in the case of any registration pursuant to Section 2) so furnished for such purposes by any underwriter; provided, further, that with respect to any preliminary prospectus, -------- ------- such indemnity shall not inure to the benefit of any such indemnified person if the person asserting any such claims against such indemnified person purchased the securities that are the subject thereof and if such person was not sent or given a copy of the final prospectus at or prior to confirmation of the sale of such securities to such person in any case where such sending or giving is required by the Securities Act and the untrue statement or omission of a material fact contained in such preliminary prospectus was corrected in the final prospectus or (ii) by any Holder's failure to comply with any legal requirement applicable to such holder and not contractually assumed by the Company to deliver a copy of the Registration Statement or prospectus or any amendments or supplements thereto within a reasonable time after the Company has furnished the holder with a sufficient number of copies of the same. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or such director, officer or participating person or controlling person, and shall survive the transfer of such securities by such Holder. (b) Each Holder, by acceptance hereof, agrees to indemnify and hold harmless the Company, its directors and officers and each other person, if any, who controls the Company within the meaning of the Securities Act against any losses, claims, damages or liabilities, joint or several, to which the Company or any such director or officer or any such person may become subject under the Securities Act or any other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) material misstatements in or omissions from information in writing provided to the Company by such Holder specifically for use, and contained on the effective date thereof, in any Registration Statement under which securities were registered under the Securities Act at the request of such Holder, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto or (ii) by any Holder's failure to comply with any legal requirement applicable to such holder and not contractually assumed by the Company to deliver a copy of the Registration Statement or prospectus or any amendments or supplements thereto within a reasonable time after the Company has furnished the holder with a sufficient number of copies of the same. Notwithstanding the provisions of this paragraph (b) or paragraph (c) below, no Holder shall be required to indemnify any person pursuant to this Section 6 or to contribute pursuant to paragraph (c) below in an amount in excess of the amount of the aggregate net proceeds received by such Holder in connection with any such registration under the Securities Act. 7 (c) If the indemnification provided for in this Section 6 from the indemnifying party is unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified parties, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6(c) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. 7. Certain Limitations on Registration Rights. Notwithstanding the ------------------------------------------ other provisions of this Agreement: (a) The Company shall not be obligated to register the Registrable Securities of any Holder if, in the opinion of counsel to the Company reasonably satisfactory to the Holder and its counsel (or, if the Holder has engaged an investment banking firm, to such investment banking firm and its counsel), the sale or other disposition of such Holder's Registrable Securities, in the manner proposed by such Holder (or by such investment banking firm), may be effected without registering such Registrable Securities under the Securities Act. (b) The Company shall have the right to delay the filing or effectiveness of a registration statement required pursuant to Section 2 hereof during one or more periods aggregating not more than 60 days in any twelve-month period in the event that (i) the Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the judgment of the Company's Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect any existing or prospective material business situation, transaction or negotiation or otherwise materially and adversely affect the Company. (c) If, on or after the effective date of any such Registration Statement, any event shall occur as a result of which the prospectus as then amended or supplemented includes any untrue statement of a material fact or omits to state any material fact required to be 8 stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary at any time to amend the Registration Statement or supplement the prospectus to comply with the Securities Act, the Company shall notify the Holders whose shares are covered thereby and prepare and file with the Commission an appropriate post-effective amendment to the Registration Statement or supplement to such prospectus (in form and substance reasonably satisfactory to such Holders) that will correct such statement or omission and shall use its best efforts to have any such post-effective amendment to the Registration Statement declared effective as soon as possible. The use of such Registration Statement and prospectus shall be suspended until such post-effective amendment has been declared effective or such prospectus supplement has been filed, as the case may be. 8. Selection of Managing Underwriters. The managing underwriter or ---------------------------------- underwriters for any offering of Registrable Securities to be registered pursuant to Section 2 shall be selected by the Company and shall be reasonably acceptable to the Holders of a majority of the Registrable Securities to be registered in such Registration Statement and pursuant to Section 3 shall be selected by the Company. 9. Restrictions on Sale After Public Offering. Except for transfers ------------------------------------------ made in transactions exempt from the registration requirements under the Securities Act (other than Rule 144 thereunder), the Company and each Holder hereby agree not to offer, sell, contract to sell or otherwise dispose of any Common Stock within 90 days after the date of any final prospectus relating to any public offering of Common Stock, if underwritten, except pursuant to such prospectus or with the written consent of the managing underwriter or underwriters for such offering. 10. Miscellaneous. ------------- (a) No Inconsistent Agreements. The Company will not hereafter -------------------------- enter into any agreement with respect to its securities which is inconsistent with the rights granted to the Holders in this Agreement. Except as set forth on Schedule 5.5 to the Purchase Agreement, the Company has not previously entered into any agreement with respect to any of its securities granting any registration rights to any person. (b) Rule 144. So long as the Company is subject to the -------- reporting requirements under the Exchange Act, it shall comply with such requirements so as to permit sales of Registrable Securities by the holders thereof pursuant to Rule 144 under the Securities Act. (c) Remedies. Each Holder, in addition to being entitled to -------- exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate. In any action or proceeding brought to enforce any provision of this Agreement or where any provision hereof is validly asserted as a defense, the successful 9 party shall be entitled to recover reasonable attorneys' fees in addition to any other available remedy. (d) Amendments and Waivers. Except as otherwise provided ---------------------- herein, the provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departure from the provisions hereof may not be given unless the Company has obtained the written consent of Holders of a majority of the Registrable Shares. (e) Notice Generally. Any notice, demand, request, consent, ---------------- approval, declaration, delivery or other communication hereunder to be made pursuant to the provisions of this Agreement shall be sufficiently given or made if in writing and either delivered in person with receipt acknowledged or sent by or by facsimile transmission with confirmation received, addressed as follows: (i) If to any Holder, at its last known address appearing on the books of the Company maintained for such purpose, which initially shall be: Thayer-BLUM Funding, L.L.C. c/o Thayer Equity Investors IV, L.P. 1455 Pennsylvania Avenue, N.W., Suite 350 Washington, DC 20004 Attention: Jeffrey W. Goettman Facsimile: (202) 371-0391 and: Thayer-BLUM Funding, L.L.C. c/o RCBA Strategic Partners, L.P. 909 Montgomery Street, Suite 400 San Francisco, CA 94133 Attention: Murray A. Indick Facsimile: (415) 434-3130 with a copy to: Latham & Watkins 1001 Pennsylvania Avenue, N.W., Suite 1300 Washington, D.C. 20004-2505 Attention: Eric A. Stern, Esq. Facsimile: (202) 637-2151 10 (ii) If to the Company, at EFTC Corporation 9351 Grant Street Sixth Floor Denver, CO 80229 Attention: Chief Financial Officer Facsimile: (303) 280-8358 with a copy to: Holme Roberts & Owen LLP 1700 Lincoln, Suite 1400 Denver, CO 80203 Attention: Francis R. Wheeler, Esq. Facsimile: (303) 866-0200 or at such other address as may be substituted by notice given as herein provided. The giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice. Every notice, demand, request, consent, approval, declaration, delivery or other communication hereunder shall be deemed to have been duly given or served on the date on which personally delivered, with receipt acknowledged, transmitted by facsimile with confirmation of receipt or one Business Day after the same shall have been sent by overnight delivery service. (f) Successors and Assigns. This Agreement shall inure to the ---------------------- benefit of and be binding upon the successors and assigns of each of the parties hereto including any person to whom Registrable Securities are transferred in a transaction exempt from the registration requirement of the Securities Act, but only, in the case of any such transfer, to the extent that such securities are not saleable under Rule 144(k) under the Securities Act. Each Holder shall give prompt notice to the Company of any transfer to which this Section 7(f) applies. Upon the request of Thayer or RCBA, the rights granted to Purchaser under this Agreement shall be assigned or transferred to the requesting party to the extent of their ownership interests in Purchaser; provided, that such assignment shall not be effective until the permitted transferee or assignee shall have executed an amendment, and become party, to this Agreement. (g) Headings. The headings in this Agreement are for -------- convenience of reference only and shall not limit or otherwise affect the meaning hereof. (h) Governing Law; Jurisdiction. This Agreement shall be --------------------------- governed by, construed and enforced in accordance with the laws of the State of New York without giving effect to the conflict of laws provisions thereof. Each of the parties hereby submits to personal jurisdiction and waives any objection as to venue in the courts of the County of New York, State of New York or of the United States of America for the Southern District of New York. Service of process on the parties in any action arising out of or relating to this Agreement shall be effective if mailed to the parties in accordance with Section 10(d) hereof. The parties hereto 11 waive all right to trial by jury in any action or proceeding to enforce or defend any rights hereunder. (i) Severability. Wherever possible, each provision of this ------------ Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. (j) Entire Agreement. This Agreement, together with the ---------------- Purchase Agreement, represents the complete agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. This Agreement supersedes all prior agreements and understandings between the parties with respect to the subject matter hereof. (k) Term; Effect of Expiration or Termination. This Agreement ----------------------------------------- shall be effective as of the date hereof, and unless earlier terminated in accordance with this Agreement, shall expire on the earliest of: (a) 10 years from the date of this Agreement or (b) such time as all Registrable Securities have been sold pursuant to an effective Registration Statement under the Securities Act. Moreover, the obligation of Company to register its securities under this Agreement as to any Holder shall terminate at such time as such Holder can then publicly sell all of its Registrable Securities without registration under the Securities Act pursuant to Rule 144 under the Securities Act or otherwise without regard to time or sales limitations. In the event of termination or expiration of this Agreement, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of the parties hereto, except the provisions of Section 6 shall remain in full force and effect and survive any termination of this Agreement. 12 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. EFTC CORPORATION By: /s/ Jack Calderon --------------------------------- Name: Jack Calderon Title: President & Chief Executive Officer THAYER-BLUM FUNDING, L.L.C. By: /s/ Jeffrey W. Goettman --------------------------------- Name: Jeffrey W. Goettman Title: Member EX-99.D 5 EXHIBIT D JOINT FILING AGREEMENT - ---------------------- In accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of beneficial interest, value $.01 per share, of EFTC Corporation, a Colorado corporation, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the ___/th/ day of April 2000. THAYER EQUITY INVESTORS IV, L.P. THAYER-BLUM FUNDING, L.L.C. By TC Equity Partners IV, L.L.C., its General Partner By /s/ Carl J. Rickertsen By: /s/ Jeffrey W. Goettman ---------------------------- ---------------------------- Name: Carl J. Rickertsen Name: Jeffrey W. Goettman Title: Managing Member Title: Authorized Person TC EQUITY PARTNERS IV, L.L.C. TC MANAGEMENT PARTNERS IV, L.L.C. By /s/ Carl J. Rickertsen By /s/ Carl J. Rickertsen ---------------------------- ---------------------------- Name: Carl J. Rickertsen Name: Carl J. Rickertsen Title: Managing Member Title: Managing Member THAYER MANUFACTURING HOLDINGS, L.L.C. By /s/ Frederic V. Malek ---------------------------- Frederic V. Malek By TC Co-Investors IV, LLC, its Managing Member By /s/ Carl J. Rickertsen ---------------------------- By TC Management IV, L.L.C., its Carl J. Rickertsen Managing Member By /s/ Carl J. Rickertsen By /s/ Jeffrey W. Goettman ---------------------------- ---------------------------- Name: Carl J. Rickertsen Jeffrey W. Goettman Title: Managing Member By /s/ Susan Gallagher ---------------------------- TC CO-INVESTORS IV, LLC Susan Gallagher By TC Management Partners IV, L.L.C., its Managing Member By /s/ Carl J. Rickertsen ---------------------------- Name: Carl J. Rickertsen Title: Managing Member RICHARD C. BLUM & ASSOCIATES, INC. BLUM CAPITAL PARTNERS, L.P. By: Richard C. Blum & Associates, Inc., its General Partner By /s/ Murray A. Indick By: /s/ Murray A. Indick ----------------------------------- ------------------------------- Murray A. Indick Murray A. Indick Partner, General Counsel and Secretary Partner, General Counsel and Secretary RCBA GP, L.L.C. RCBA STRATEGIC PARTNERS, L.P. By: RCBA GP, L.L.C., its General Partner By /s/ Murray A. Indick By: /s/ Murray A. Indick ----------------------------------- ------------------------------- Murray A. Indick, Member Murray A. Indick, Member RICHARD C. BLUM By /s/ Murray A. Indick ----------------------------------- Murray A. Indick, Attorney-in-Fact EX-99.E 6 EXHIBIT E POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned Thayer-BLUM Funding, L.L.C. ("Thayer-BLUM"), a limited liability company organized under the laws of the State of Delaware, hereby constitutes and appoints Jeffrey W. Goettman and Murray A. Indick, and each of them (with power to each of them to act alone), its true and lawful attorneys-in-fact and agents for it and on its behalf and in its name, place and stead, in all cases with full power of substitution and resubstitution, in any and all capacities, to sign, execute and affix its seal to and file with the Securities and Exchange Commission (or any other governmental or regulatory authority) a Schedule 13D and/or Schedule 13G under the Securities Exchange Act of 1934, as amended, or any other appropriate form and all amendments thereto with all exhibits and any and all documents required to be filed with respect thereto, relating to Thayer-BLUM's beneficial ownership of shares of Common Stock of EFTC Corporation, a corporation organized under the laws of the State of Colorado, and grants to each of them full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as Thayer-BLUM itself might or could do, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, a duly authorized member of Thayer-BLUM has hereunto set his hand and seal, as of the date specified. DATED: April 10, 2000 Thayer-BLUM Funding, L.L.C. By: /s/ Jeffrey W. Goettman _______________________ Name: Jeffrey W. Goettman Title: Authorized Person POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned Thayer Equity Investors IV, L.P. ("Thayer Investors"), a limited partnership organized under the laws of the State of Delaware, hereby constitutes and appoints Frederic V. Malek, Carl J. Rickertsen, Jeffery W. Goettman Susan Gallagher and Barry E. Johnson, and each of them (with power to each of them to act alone), its true and lawful attorneys-in-fact and agents for it and on its behalf and in its name, place and stead, in all cases with full power of substitution and resubstitution, in any and all capacities, to sign, execute and affix its seal to and file with the Securities and Exchange Commission (or any other governmental or regulatory authority) a Schedule 13D and/or Schedule 13G under the Securities Exchange Act of 1934, as amended, or any other appropriate form and all amendments thereto with all exhibits and any and all documents required to be filed with respect thereto, relating to Thayer Investor's beneficial ownership of shares of Common Stock of EFTC Corporation, a corporation organized under the laws of the State of Colorado, and grants to each of them full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as Thayer Investors itself might or could do, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, a duly authorized member of Thayer Investors has hereunto set his hand and seal, as of the date specified. DATED: April 10, 2000 THAYER EQUITY INVESTORS IV, L.P. By: TC Equity Partners IV, L.L.C., its General Partner By: /s/ Carl J. Rickertsen _____________________________ Name: Carl J. Rickertsen Title: Managing Member POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned TC Equity Partners IV, L.L.C. ("TC Partners"), a limited liability company organized under the laws of the State of Delaware, hereby constitutes and appoints Frederic V. Malek, Carl J. Rickertsen, Jeffery W. Goettman Susan Gallagher and Barry E. Johnson, and each of them (with power to each of them to act alone), its true and lawful attorneys-in-fact and agents for it and on its behalf and in its name, place and stead, in all cases with full power of substitution and resubstitution, in any and all capacities, to sign, execute and affix its seal to and file with the Securities and Exchange Commission (or any other governmental or regulatory authority) a Schedule 13D and/or Schedule 13G under the Securities Exchange Act of 1934, as amended, or any other appropriate form and all amendments thereto with all exhibits and any and all documents required to be filed with respect thereto, relating to TC Partner's beneficial ownership of shares of Common Stock of EFTC Corporation, a corporation organized under the laws of the State of Colorado, and grants to each of them full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as TC Partners itself might or could do, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, a duly authorized member of TC Partners has hereunto set his hand and seal, as of the date specified. DATED: April 10, 2000 TC EQUITY PARTNERS IV, L.L.C. By: /s/ Carl J. Rickertsen ______________________ Name: Carl J. Rickertsen Title: Managing Member POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned TC Manufacturing Holdings, L.L.C. ("TC Manufacturing"), a limited liability company organized under the laws of the State of Delaware, hereby constitutes and appoints Frederic V. Malek, Carl J. Rickertsen and Barry E. Johnson and each of them (with power to each of them to act alone), its true and lawful attorneys-in-fact and agents for it and on its behalf and in its name, place and stead, in all cases with full power of substitution and resubstitution, in any and all capacities, to sign, execute and affix its seal to and file with the Securities and Exchange Commission (or any other governmental or regulatory authority) a Schedule 13D and/or Schedule 13G under the Securities Exchange Act of 1934, as amended, or any other appropriate form and all amendments thereto with all exhibits and any and all documents required to be filed with respect thereto, relating to TC Manufacturing's beneficial ownership of shares of Common Stock of EFTC Corporation, a corporation organized under the laws of the State of Colorado, and grants to each of them full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as TC Manufacturing itself might or could do, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, a duly authorized member of TC Manufacturing has hereunto set his hand and seal, as of the date specified. DATED: April 10, 2000 TC MANUFACTURING HOLDINGS, L.L.C. By: TC Co-Investors IV, LLC, its Managing Member By: TC Management IV, L.L.C., its Managing Member By: /s/ Carl J. Rickertsen ------------------------------- Name: Carl J. Rickertsen Title: Managing Member POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned TC Co- Investors IV, LLC ("TC Co-Investors"), a limited liability company organized under the laws of the State of Delaware, hereby constitutes and appoints Frederic V. Malek, Carl J. Rickertsen and Barry E. Johnson and each of them (with power to each of them to act alone), its true and lawful attorneys-in-fact and agents for it and on its behalf and in its name, place and stead, in all cases with full power of substitution and resubstitution, in any and all capacities, to sign, execute and affix its seal to and file with the Securities and Exchange Commission (or any other governmental or regulatory authority) a Schedule 13D and/or Schedule 13G under the Securities Exchange Act of 1934, as amended, or any other appropriate form and all amendments thereto with all exhibits and any and all documents required to be filed with respect thereto, relating to TC Co-Investor's beneficial ownership of shares of Common Stock of EFTC Corporation, a corporation organized under the laws of the State of Colorado, and grants to each of them full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as TC Co-Investors itself might or could do, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, a duly authorized member of TC Co-Investors has hereunto set his hand and seal, as of the date specified. DATED: April 10, 2000 TC CO-INVESTORS IV, LLC By: TC Management Partners IV, L.L.C., Its Managing Member By: /s/ Carl J. Rickertsen ---------------------------- Name: Carl J. Rickertsen Title: Managing Member POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned TC Management Partners IV, L.L.C. ("TC Management"), a limited liability company organized under the laws of the State of Delaware, hereby constitutes and appoints Frederic V. Malek, Carl J. Rickertsen and Barry E. Johnson and each of them (with power to each of them to act alone), its true and lawful attorneys-in-fact and agents for it and on its behalf and in its name, place and stead, in all cases with full power of substitution and resubstitution, in any and all capacities, to sign, execute and affix its seal to and file with the Securities and Exchange Commission (or any other governmental or regulatory authority) a Schedule 13D and/or Schedule 13G under the Securities Exchange Act of 1934, as amended, or any other appropriate form and all amendments thereto with all exhibits and any and all documents required to be filed with respect thereto, relating to TC Management's beneficial ownership of shares of Common Stock of EFTC Corporation, a corporation organized under the laws of the State of Colorado, and grants to each of them full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as TC Management itself might or could do, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, a duly authorized member of TC Management has hereunto set his hand and seal, as of the date specified. DATED: April 10, 2000 TC MANAGEMENT PARTNERS IV, L.L.C. By: /s/ Carl J. Rickertsen ------------------------------- Name: Carl J. Rickertsen Title: Managing Member -----END PRIVACY-ENHANCED MESSAGE-----