EXHIBIT 4.1
FIRST AMENDMENT TO
RIGHTS AGREEMENT
This FIRST AMENDMENT TO RIGHTS AGREEMENT is entered into as of January
17, 2002 by and between CardioGenesis Corporation, a California corporation
formerly known as Eclipse Surgical Technologies, Inc. (the "Company") and
EquiServe Trust Company N.A., a national banking association (the "Rights
Agent").
R E C I T A L S
A. The Company and the Rights Agent are parties to that certain Rights
Agreement, dated August 17, 2001 (the "Rights Agreement").
B. With the authorization and at the direction of its Board of
Directors, the Company wishes to amend the Rights Agreement in the following
certain respects.
A G R E E M E N T
The Company and the Rights Agent agree as follows:
1. Effective as of the date hereof, the following sentence shall be
inserted on page 2 of the Rights Agreement at the end of the definition of
"Acquiring Person," amending said definition as follows:
"The foregoing shall only apply in its entirety to the State of
Wisconsin Investment Board ("SWIB") as to when SWIB Beneficially Owns
21% or more of the Voting Shares of the Company then outstanding."
2. Except as set forth in paragraph 1 hereof, the Rights Agreement shall
remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to Rights Agreement to be duly executed as of the day and year first written
above.
EQUISERVE TRUST COMPANY, N.A., CARDIOGENESIS CORPORATION
as Rights Agent
By: /s/ XXXXX XXXXXX By: /s/ XXXXXXX X. XXXXXXXX
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Name: Xxxxx Xxxxxx Name: Xxxxxxx X. Xxxxxxxx
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Title: Managing Director Title: V.P. Operations and Interim CFO
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