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EXHIBIT 4.1
FIRST AMENDMENT TO RIGHTS AGREEMENT
This First Amendment to Rights Agreement dated as of October 3, 2000 (this
"AMENDMENT"), to the Preferred Shares Rights Agreement dated as of September 19,
1997 (the "AGREEMENT"), is entered into by and between InnerDyne, Inc., a
Delaware corporation (the "COMPANY"), and American Stock Transfer and Trust
Company (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 company
("GUARANTOR"), Tyco Acquisition Corp. X, a Delaware corporation and a
direct, wholly-owned subsidiary of Guarantor ("PARENT"), VLMS, Inc., a
Delaware 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 Offer and 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 Offer and 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
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Agreement, including the Offer and the Merger (as defined in the
Merger Agreement) or any public announcement of the foregoing."
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 Offer and 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 Offer and 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 New York 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"
INNERDYNE, INC.
By:
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Name:
Title:
THE "RIGHTS AGENT"
AMERICAN STOCK TRANSFER
AND TRUST COMPANY
By:
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Authorized Signatory
