Exhibit 4.2
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
DATED AS OF MAY 20, 1998, BETWEEN
WEEKS CORPORATION AND WACHOVIA BANK, N.A.
THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this "AMENDMENT") is effected
as of February 28, 1999, by Weeks Corporation, a Georgia Corporation (the
"COMPANY").
WHEREAS, the Company and Wachovia Bank, N.A., a North Carolina
corporation (the "RIGHTS AGENT") entered into that certain Rights Agreement
dated as of May 20, 1998 (the "AGREEMENT");
WHEREAS, pursuant to Section 27 of the Agreement, prior to the Stock
Acquisition Date the Company may in its sole and absolute discretion and the
Rights Agent shall, if the Company so directs, supplement or amend any provision
of the Agreement without the approval of any holders of the Rights or the Common
Stock; and
WHEREAS, the Stock Acquisition Date has not yet occurred and the
Company desires to amend the Agreement as set forth herein pursuant to Section
27 of the Agreement;
NOW, THEREFORE, in consideration of the foregoing, the Company hereby
amends the Agreement as follows:
1. Section 1(a) of the Agreement hereby is amended by
adding the following clause to the end of the definition of "Acquiring Person":
"; and (iv) the term "Acquiring Person" shall not include Duke
Realty Investments, Inc. or an Affiliate of Duke Realty
Investments, Inc. for so long as that certain Agreement and
Plan of Merger, dated as of February 28, 1999, by and among
Duke Realty Investments, Inc. and Weeks Corporation (the
"MERGER AGREEMENT") is terminated pursuant to Section 8.1
thereof."
2. The Company represents and warrants that all
requisite corporate and other action necessary for the valid execution and
delivery of this Amendment has been duly and effectively taken.
3. Each capitalized term used herein without definition
shall have the same meaning as is given to such term in the Rights Agreement.
4. The Rights Agreement as amended hereby is ratified
and confirmed in all respects and shall continue in full force and effect.
IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed as of the date first written above by its officer thereunto duly
authorized.
WEEKS CORPORATION
By: /s/ A. Xxx Xxxxx, Xx.
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A. Xxx Xxxxx, Xx.
Chief Executive Officer
ACKNOWLEDGED AND AGREED TO:
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WACHOVIA BANK, N.A.
By:
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Name:
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Title:
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