EXHIBIT 4.1


 


AMENDMENT
NO. 1


TO


RIGHTS
AGREEMENT


 


This Amendment No. 1 to
Rights Agreement is entered into as of September 23, 2004, between Endocardial
Solutions, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank,
National Association (f/k/a Norwest Bank Minnesota, National Association), a
national banking association (the “Rights Agent”).


 


WHEREAS, the Company and the Rights Agent are
parties to a Rights Agreement dated as of August 25, 1999 (the “Rights
Agreement”);


 


WHEREAS, St. Jude Medical, Inc., a Minnesota
corporation (“Buyer”), Dragonfly Merger Corp., a Delaware corporation (“Buyer
Subsidiary”), and the Company propose to enter into an Agreement and Plan of
Merger (the “Merger Agreement”), pursuant to which Buyer Subsidiary will merge
with and into the Company (the “Merger”);


 


WHEREAS, the Board of Directors of the Company has
approved the Merger Agreement; and


 


WHEREAS, the Board of Directors of the Company has
determined that an amendment to the Rights Agreement pursuant to Section 27 of
the Rights Agreement is desirable in connection with the foregoing and the
Company and the Rights Agent desire to evidence such amendment in writing.


 


NOW,
THEREFORE, in
consideration of the foregoing and the mutual agreements set forth herein, the parties
hereto agree as follows:


 


(a)           Amendment to Section 1.  Section 1 of the Rights Agreement is amended to add the following
sentence at the end of the definition of “Acquiring Person”:


 


“Notwithstanding anything in
this Agreement to the contrary, neither Buyer nor Buyer Subsidiary shall be
deemed an “Acquiring Person” as the result of (i) the consummation of the
Merger, (ii) the execution or delivery of the Merger Agreement or (iii) the
consummation of the transactions contemplated by the Merger Agreement.”


 


Section 1 of the Rights
Agreement is further amended to add the following sentence at the end of the
definition of “Beneficial Owner”:


 


“Notwithstanding anything in
this Agreement to the contrary, neither Buyer nor Buyer Subsidiary shall be
deemed to beneficially own any securities of the Company that Buyer or Buyer
Subsidiary would otherwise beneficially own as a result of (i) the consummation
of the Merger, (ii) the execution or delivery of the Merger Agreement or (iii)
the consummation of the other transactions contemplated in the Merger
Agreement.”


 


Section 1 of the Rights
Agreement is further amended to add the following sentence at the end of the
definition of “Shares Acquisition Date”:


 

















 


“Notwithstanding anything in
this Agreement to the contrary, no “Shares Acquisition Date” shall be deemed to
occur as a result of (i) the consummation of the Merger, (ii) the execution or
delivery of the Merger Agreement or (iii) the consummation of the other
transactions contemplated in the Merger Agreement.”


 


(b)           Additional Amendment to Section 1.  Section 1 of the Rights Agreement is further
amended to add the following paragraphs at the end thereof:


 


“Buyer”
shall mean St. Jude Medical, Inc., a Minnesota corporation, and its Affiliates
and Associates.


 


“Buyer
Subsidiary” shall mean Dragonfly Merger Corp., a wholly owned subsidiary of
Buyer, and its Affiliates and Associates.


 


“Merger”
shall mean the merger of Buyer Subsidiary with and into the Company pursuant to
the Merger Agreement.


 


“Merger
Agreement” shall mean that certain Agreement and Plan of Merger dated as of
September 23, 2004 by and among the Company, Buyer and Buyer Subsidiary.


 


(c)           Amendment to Section 3(a).  Section 3(a) of the Rights Agreement is
amended to add the following sentence at the end thereof:


 


“Notwithstanding anything in
this Agreement to the contrary, a Distribution Date shall not be deemed to have
occurred as the result of (i) the consummation of the Merger, (ii) the
execution or delivery of the Merger Agreement or (iii) the consummation of the
other transactions contemplated in the Merger Agreement.”


 


(d)           Effectiveness. 
This Amendment shall be deemed effective immediately prior to the
execution and delivery of the Merger Agreement.  Except as amended hereby, the Rights Agreement shall remain in
full force and effect and shall be otherwise unaffected hereby.


 


(e)           Termination of Rights Agreement.  The Rights Agreement shall terminate
immediately upon effectiveness of the Merger.


 


[The remainder of this page is intentionally left blank;
signature page follows]


 


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IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed, all as of the
date and year first above written.


 


 


	
   

  	
  ENDOCARDIAL
  SOLUTIONS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ James W. Bullock

  	
   

  
	
   

  	
   

  	
  Its President/CEO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WELLS
  FARGO BANK, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Beverly A. Robinson

  	
   

  
	
   

  	
   

  	
  Its Vice President

  	
   

  
					



 


 


Signature
Page to 


Amendment
No. 1 to Rights Agreement


 


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