EXHIBIT 4.1
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HALLWOOD REALTY PARTNERS, L.P.
AND
EQUISERVE TRUST COMPANY, N.A.
AS RIGHTS AGENT
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AMENDMENT ▇▇. ▇ ▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ RIGHTS AGREEMENT
DATED AS OF NOVEMBER 30, 1990
DATED: APRIL 16, 2004
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AMENDMENT NO. 3
TO UNIT PURCHASE RIGHTS AGREEMENT
Amendment No. 3 made as of April 16, 2004 (the "Amendment") to the Unit
Purchase Rights Agreement, dated as of November 30, 1990, by and between
HALLWOOD REALTY PARTNERS, L.P., a Delaware limited partnership (the
"Partnership"), and EQUISERVE TRUST COMPANY, N.A., a national banking
association (formerly known as Bank Boston, N.A. and The First National Bank of
Boston, the "Rights Agent"), as amended by that certain Amendment No. 1 to the
Rights Plan, dated February 14, 2000, between the Partnership and the Rights
Agent, and that certain Amendment No. 2 to the Rights Plan, dated March 28,
2003, between the Partnership and the Rights Agent (as so amended, the "Rights
Plan").
WHEREAS, the Partnership and the Rights Agent desire to amend certain
terms of the Rights Plan as set forth herein, pursuant to Section 26 of the
Rights Plan.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:
1. Amendment. The Rights Plan is hereby amended as follows:
(a) Section 1(a) is hereby amended to add the following sentence to
the end of such Section 1(a):
"In addition, notwithstanding the foregoing, no Person shall be or become
an Acquiring Person and no Distribution Date shall occur by reason of (A)
the execution and delivery of the Agreement and Plan of Merger, dated as
of April 16, 2004, by and among the Partnership, the General Partner, HRPT
Properties Trust and a wholly-owned subsidiary of HRPT Properties Trust
("Merger Sub") (as it may be amended from time to time, the "Merger
Agreement"), or the execution and delivery of any amendment thereto (B)
the merger of the Partnership with Merger Sub pursuant to and in
accordance with the provisions of the Merger Agreement (the "Merger"), (C)
the performance or the consummation of any transaction contemplated by the
Merger Agreement, (D) the execution and delivery of the Purchase
Agreement, dated as of April 16, 2004, by and among HRPT Properties Trust
and a wholly-owned subsidiary of HRPT Properties Trust, the General
Partner, Hallwood Commercial Real Estate, LLC, HWG, LLC, HWG Realty
Investors, LLC, HWG 95 Advisors, Inc., HWG 98 Advisors, Inc. and The
Hallwood Group Incorporated, and any other parties signatory thereto (as
it may be amended from time to time, the "Purchase Agreement"), or the
execution and delivery of any amendment thereto, or (E) the performance or
the consummation of any transaction contemplated by the Purchase
Agreement."
(b) Sections 1(n) and 1(o) are hereby re-designated as Sections 1(p)
and 1(q), Sections 1(p) through 1(x) are hereby re-designated as Sections 1(s)
through 1(aa), all references to those sections in the Rights Plan are
correspondingly amended, and new Sections 1(n), 1(o) and 1(r) shall be inserted
to read in their entirety as follows:
"(n) "Merger" shall have the meaning set forth in Section 1(a)
hereof."
"(o) "Merger Agreement" shall have the meaning set forth in Section
1(a) hereof."
"(r) "Purchase Agreement" shall have the meaning set forth in
Section 1(a) hereof."
(c) Section 3(b) is hereby amended to add the following sentence to
the end of such Section 3(b):
"Notwithstanding anything to the contrary contained herein, no
Distribution Date shall occur as a result of the approval, execution,
delivery, announcement or performance of the Merger Agreement and/or the
Purchase Agreement (or any amendment thereto in accordance with the terms
thereof) or the consummation of the transactions contemplated thereby
(including, without limitation, the Merger)."
(d) Section 7(a) is hereby amended in its entirety to read as
follows:
"The Rights shall not be exercisable until, and shall become exercisable
on, the Distribution Date (unless otherwise provided herein). The Rights
may be exercised, in whole or in part, at any time commencing with the
Distribution Date upon surrender of the Right Certificate, with the form
of election to purchase and certificate on the reverse side thereof duly
executed (with signatures duly guaranteed), to the Rights Agent at the
office of the Rights Agent designated for such purpose, together with
payment of the Exercise Price with respect to each Right exercised,
subject to adjustment as hereinafter provided, at or prior to the close of
business on the earlier of (i) ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) immediately upon the
effective time of the Merger (the earlier of (i) and (ii) being referred
to as the "Final Expiration Date") or (iii) the date on which the Rights
are redeemed as provided in Section 23 hereof (such earlier date being
herein referred to as the "Expiration Date")."
(e) Section 11 is hereby amended to add the following to the end of
such Section 11:
"(g) Notwithstanding anything to the contrary contained herein, the
provisions of this Section 11 will not apply to, or become operable as a
result of, the approval, execution, delivery, announcement or performance
of the Merger Agreement and/or the Purchase Agreement (or any amendment
thereto in accordance with the terms thereof) or the consummation of the
transactions contemplated thereby (including, without limitation, the
Merger)."
2. The Rights Agreement, as amended hereby, shall remain in full force and
effect.
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3. This Amendment shall be deemed a contract made under the laws of the
State of Delaware and for all purposes shall be governed and construed and
enforced in accordance with the laws of such state applicable to contracts made
and performed entirely within such state.
4. If any term, provision, covenant or restriction of this Amendment is
held by a court of competent jurisdiction or other authority to be invalid, void
or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment and of the Rights Plan shall remain in full force
and effect and shall in no way be affected, impaired or invalidated.
5. This Amendment may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which shall constitute one
and the same agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to
be duly executed, all as of the day and year first written above.
HALLWOOD REALTY PARTNERS, L.P.
By: Hallwood Realty, L.L.C.
General Partner
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇./ ▇▇▇▇▇▇▇
Title: Executive Vice President
EQUISERVE TRUST COMPANY, N.A.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇
Title: Managing Director