**Exhibit4.02**

** **

**AMENDMENTNO. 1**

**TO**

**RIGHTSAGREEMENT**

 

AmendmentNo. 1, dated as of January 29, 2002 (the “Amendment”), to the RightsAgreement, dated as of September 12, 1994 (the “Rights Agreement”), by andamong Zamba Corporation (formerly known as Racotek, Inc.), a Delawarecorporation (the “Company”) and Wells Fargo Bank Minnesota, N.A. (formerlyknown as Norwest Bank Minnesota, N.A.), as Rights Agent (the “Rights Agent”).

 

WITNESSETH:

 

WHEREAS, theCompany has changed its name from “Racotek, Inc.” to “Zamba Corporation” sincethe original date of the Rights Agreement and desires to amend the RightsAgreement to reflect this name change; and

 

WHEREAS, theRights Agent has changed its name from “Norwest Bank Minnesota, N.A.” to “WellsFargo Bank Minnesota, N.A.” since the original date of the Rights Agreement anddesires to amend the Rights Agreement to reflect this name change; and

 

WHEREAS, onJanuary 29, 2002, the Board of Directors of the Company, in accordance withSection 27 of the Rights Agreement, determined it to be desirable and in thebest interests of the Company and its stockholders to supplement and amendcertain provisions of the Rights Agreement.

 

NOW, THEREFORE, inconsideration of the premises and the mutual agreements herein set forth, the parties

hereby agree as follows:

 

Section 1.  Amendments to Rights Agreement.  The following provisions of the RightsAgreement are 

amended as follows:

 

(a)           The definition of “Acquiring Person”in Section 1(a) of the Rights Agreement is hereby amended to read in itsentirety as follows:

 

“AcquiringPerson” shall mean any Person who or which, together with all Affiliatesand Associates of such Person, shall be the Beneficial Owner of 20% or more ofthe Common Shares of the Company then outstanding, but shall not include (i)the Company, (ii) any Subsidiary of the Company, (iii) any employeebenefit plan of the Company or any Subsidiary of the Company, (iv) any entityholding Common Shares for or pursuant to the terms of any such plan, (v) anyCommon Shares beneficially owned by the Company’s Chairman, Joseph B. Costello(hereinafter “Costello”), or (vi) following the death of Costello, any Persondirectly receiving Common Shares from Costello pursuant to the last will andtestament of Costello or, if no such will exists at the time of his death, thenpursuant to the laws of descent and distribution as may be applicable to hisestate upon his death; provided, however, that if Costello (orany Person directly receiving Common Shares from Costello pursuant to clause(vi) above) shall become the Beneficial Owner of 49.99% or more of the CommonShares of the Company then outstanding, then Costello (or any Person directlyreceiving Common Shares from Costello pursuant to clause (vi) above) shall bedeemed to be an Acquiring Person. Notwithstanding the foregoing, no Person shall become an “AcquiringPerson” as the result of an

 

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acquisition of Common Shares by the Company which, by reducing thenumber of shares outstanding, increases the proportionate number of sharesbeneficially owned by such Person and such Person’s Affiliates and Associatesto 20% or more (or, with respect to Costello, 49.99% or more) of the CommonShares of the Company then outstanding; provided, however, thatif a Person, together with such Person’s Affiliates and Associates, shallbecome the Beneficial Owner of 20% or more (or, with respect to Costello,49.99% or more) of the Common Shares of the Company then outstanding by reasonof share purchases by the Company and shall, after such share purchases by theCompany, such Person, together with its Affiliates and Associates, become theBeneficial Owner of any additional Common Shares of the Company, then suchPerson shall be deemed to be an “Acquiring Person.”

 

(b)           The legend set forth in Section 3(c)of the Rights Agreement is hereby amended to read in its 

entirety as follows:

 

“This certificate alsoevidences and entitles the holder hereof to certain rights (the “Rights”) asset forth in a Rights Agreement between Zamba Corporation and Wells Fargo BankMinnesota, N.A., dated as of September 12, 1994, as amended to date (the“Rights Agreement”), the terms of which are hereby incorporated herein byreference and a copy of which is on file at the principal executive offices ofZamba Corporation.  Under certaincircumstances, as set forth in the Rights Agreement, such Rights will beevidenced by separate certificates and will no longer be evidenced by thiscertificate.  Zamba Corporation willmail to the holder of this certificate a copy of the Rights Agreement withoutcharge after receipt of a written request therefor.  As described in Section 11(a)(ii) of the Rights Agreement, Rightsbeneficially owned by any Person who becomes an Acquiring Person (as defined inthe Rights Agreement) and certain other Persons shall become null and void.”

 

(c)           The name and address of the Companyset forth in Section 26 of the Rights Agreement is hereby amended to read inits entirety as follows:

 

“Zamba Corporation3033 Excelsior Boulevard, Suite 200Minneapolis, MN 55416Attention:  Corporate Secretary”

 

(d)           The name of the Rights Agent setforth in Section 26 of the Rights Agreement is hereby amended to read in itsentirety as follows:

 

“Wells Fargo BankMinnesota, N.A.161 North Concord ExchangeSouth St. Paul, MN 55075-0738Attention:  Stock Transfer Department”

 

Section 2.  Amendment to Form of Right Certificate.  The first page of the Form of RightCertificate to purchase Preferred Shares set forth in Exhibit B attached to theRights Agreement is hereby amended to read in its entirety as set forth in theattachment hereto.

 

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Section 3.  Amendment to Summary of Rights.  The form of Summary of Rights to PurchasePreferred Shares set forth in Exhibit C attached to the Rights Agreement ishereby amended to read in its entirety as set forth in the attachment hereto.

 

Section 4.  Rights Agreement as Amended.  The term “Agreement” as used in the RightsAgreement shall be deemed to refer to the Rights Agreement as amendedhereby.  This Amendment shall beeffective as of the date hereof and, except as set forth herein, the RightsAgreement shall remain in full force and effect and be otherwise unaffectedhereby.

 

Section 5.  Counterparts.  This Amendment may be executed in any numberof counterparts and each of such counterparts shall for all purposes be deemedto be an original, and all such counterparts shall together constitute but oneand the same instrument.

 

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IN WITNESSWHEREOF, the parties have caused this Amendment to be duly executed and theirrespective corporate seals to be hereunto affixed and attested, all as of thedates set forth below.

 
| ZAMBA CORPORATION                |
|----------------------------------|
|                             |   |
|                             |   |
| By:                              | /s/ Ian Nemerov |
| Name:                            | Ian Nemerov |
| Title:                           | General Counsel |
|                             |   |
| Dated:                           | 1-29-02 |
|                             |   |
|                             |   |
| WELLS FARGO BANK MINNESOTA, N.A. |
|                             |   |
|                             |   |
| By:                              | /s/ Katherine M. Johnson |
| Name:                            | Katherine M. Johnson |
| Title:                           | Assistant Vice President |
|                             |   |
| Dated:                           | January 29, 2002 |

 

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