EXHIBIT 4.1
FIRST AMENDMENT TO RIGHTS AGREEMENT
This First Amendment to Rights Agreement dated as of August 23, 1999
(this "AMENDMENT"), to the Preferred Shares Rights Agreement dated as of May
9, 1997 (the "AGREEMENT"), is entered into by and between General Surgical
Innovations, Inc., a California corporation (the "COMPANY"), and The U.S.
Stock Transfer Corporation (the "RIGHTS AGENT").
Pursuant to Section 27 of the Agreement, this Amendment is being
executed by the Company and the Rights Agent for the purpose of amending the
Agreement as set forth below:
The Agreement is hereby amended as follows:
1. Section 1(a) shall be amended by inserting the following at
the end of Section 1(a):
"Notwithstanding the foregoing or any provision to the
contrary in this Agreement, none of Tyco International Ltd., a
Bermuda corporation ("GUARANTOR"), General Acquisition Corp.,
a Nevada corporation and a direct, wholly-owned subsidiary of
Guarantor ("PARENT"), General Sub Acquisition Corp., a
California corporation and a direct, wholly-owned subsidiary
of Parent ("SUB"), or any of their respective subsidiaries,
Affiliates or Associates is an Acquiring Person pursuant to
this Agreement solely by virtue of the approval, execution or
delivery of the Agreement and Plan of Merger of even date
herewith among Parent, Sub and the Company (the "MERGER
AGREEMENT"), consummation of the transactions contemplated by
the Merger Agreement, including the Merger (as defined in the
Merger Agreement) or any public announcement of the
foregoing."
2. Section 1(h) shall be amended by inserting the following at
the end of Section 1(h):
"Notwithstanding the foregoing or any provision to the
contrary in this Agreement, a Distribution Date shall not
occur solely by virtue of the approval, execution or delivery
of the Merger Agreement, consummation of the transactions
contemplated by the Merger Agreement, including the Merger (as
defined in the Merger Agreement) or any public announcement of
the foregoing."
3. Section 1(t) shall be amended by inserting the following at
the end of Section 1(t):
"Notwithstanding the foregoing or any provision to the
contrary in this Agreement, a Section 13 Event shall not occur
solely by virtue of the approval, execution or delivery of the
Merger Agreement, consummation of the transactions
contemplated by the Merger Agreement, including the Merger (as
defined in the Merger Agreement) or any public announcement of
the foregoing."
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4. Section 1(u) shall be amended by inserting the following at
the end of Section 1(u):
"Notwithstanding the foregoing or any provision to the
contrary in this Agreement, a Shares Acquisition Date shall
not occur solely by virtue of the approval, execution or
delivery of the Merger Agreement, consummation of the
transactions contemplated by the Merger Agreement, including
the Merger (as defined in the Merger Agreement) or any public
announcement of the foregoing."
5. Section 1(y) shall be amended by inserting the following at
the end of Section 1(y):
"Notwithstanding the foregoing or any provision to the
contrary in this Agreement, a Triggering Event shall not occur
solely by virtue of the approval, execution or delivery of the
Merger Agreement, consummation of the transactions
contemplated by the Merger Agreement, including the Merger (as
defined in the Merger Agreement) or any public announcement of
the foregoing."
6. This Amendment shall be deemed to be entered into under the
laws of the State of California and for all purposes shall be
governed by and construed in accordance with the laws of such
State applicable to contracts to be made and performed
entirely within such State.
7. This Amendment may be executed in any number of counterparts
and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together
constitute but one and the same instrument.
8. As amended hereby, the Agreement shall remain in full force
and effect.
[SIGNATURE PAGE FOLLOWS]
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The parties have duly executed this First Amendment to Rights
Agreement as of the day and year first written above.
THE "COMPANY"
GENERAL SURGICAL INNOVATIONS, INC.
By: /s/ STEPHEN J. BONELLI
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Title: Chief Financial Officer
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Vice President of Finance and Administration
Attest: /s/ MARK B. WEEKS
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THE "RIGHTS AGENT"
THE U.S. STOCK TRANSFER CORPORATION
By: /s/ WILLIAM GARZA
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Signature of Authorized Signatory
Title: Assistant Vice President
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