EXHIBIT 4.2
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AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This Amendment No. 1 to Rights Agreement ("Amendment No. 1") is made by and
between Cambridge Technology Partners (Massachusetts), Inc., a Delaware
corporation (the "Company"), and ChaseMellon Shareholder Services, LLC, as
Rights Agent (the "Rights Agent") as of the 30th day of September, 1998.
Reference is made to the Rights Agreement dated as of June 23, 1997 (the
"Agreement") between the parties. Capitalized terms not defined herein shall
have the respective meaning ascribed to them in the Agreement.
In accordance with Section 27 of the Agreement, the Company hereby amends the
Agreement as follows:
1. Effective immediately, the Rights Agreement is hereby amended to (i)
delete all references to "Continuing Director" or "Continuing Directors" and
insert in place thereof "Director" or "Directors", as appropriate; (ii) delete
Section 1(o) in its entirety and replace Section 1(o) with the following: "(o)
"Director" shall mean any member of the Board, and "Directors" shall mean the
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members of the Board."; and (iii) delete from Section 29 in each place that it
appears the phrase "(with, where specifically provided for herein, the
concurrence of the Continuing Directors)".
2. Effective immediately, the Form of Rights Certificate attached to the
Agreement as Exhibit B is hereby amended (i) to delete, immediately following
the words "subject to the terms, provisions and conditions of the Rights
Agreement" in the first paragraph, the words "dated as of March 13, 1997", and
to insert in their place the words "dated as of June 23, 1997, as amended"; and
(ii) to delete in its entirety the second sentence of the seventh paragraph
"Under certain circumstances set forth in the Rights Agreement, the decision to
redeem shall require the concurrence of a majority of the Continuing Directors."
3. Except as specifically amended and set forth herein, the Agreement
shall remain unchanged and in full force and effect in accordance with its
terms.
4. By execution of this Amendment No. 1, the Company hereby certifies to
the Rights Agent that the amendments to the Agreement reflected herein comply
with Section 27 of the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be
executed and delivered as of the date first written above.
CAMBRIDGE TECHNOLOGY PARTNERS
(MASSACHUSETTS), INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President-Finance, Treasurer,
Chief Financial Officer
CHASEMELLON SHAREHOLDER SERVICES, LLC
By: /s/ Xxxxxx XxXxxxxx
Title: Vice President
