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EXHIBIT 4.2
HALLWOOD REALTY PARTNERS, L.P.
and
BANK BOSTON, N.A.
as Rights Agent
AMENDMENT NO. 1 TO THE
UNIT PURCHASE RIGHTS AGREEMENT
DATED AS OF NOVEMBER 30, 1990
DATED: February 14, 2000
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AMENDMENT NO. 1 (the "Amendment") to the Unit Purchase Rights Agreement
dated as of November 30, 1990 (the "Rights Plan"), between HALLWOOD REALTY
PARTNERS, L.P., a Delaware limited partnership (the "Partnership"), and BANK
BOSTON, N.A., a national banking association (the "Rights Agent"), made as of
February 14, 2000. Any capitalized terms used herein which are not otherwise
expressly defined in this Amendment are as defined in 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, the parties agree as
follows:
1. Amendment. The Rights Plan is hereby amended as follows:
(a) Subsection (i) of Section 7(a) of the Rights Plan shall be
changed to read:
"(i) the Final Expiration Date (as defined below) or"
(b) The following sentence shall be added to the end of Section 7(a):
"The "Final Expiration Date," as used herein, shall be November
30, 2000, or in the event the litigation alleging violations of
the Securities Exchange Act of 1934 by certain purchasers of
Units filed in the United States District Court for the Southern
District of New York (or any appeal relating thereto) is pending
as of or at any time during the 90 day period immediately
preceding November 30, 2000, then such Final Expiration Date
shall be the date one year following the entry of an order, which
is final and not subject to appeal, resolving such litigation."
(c) The following sentence shall be added to the end of Section
24(b):
"Notwithstanding the foregoing, until 10 days after entry of an
order, which is final and not subject to appeal, in the
litigation alleging violations of the Securities Exchange Act of
1934 by certain purchasers of Units filed in the United
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Xxxxxx Xxxxxxxx Xxxxx for the Southern District of New York
determining such purchasers of Units to have become an Acquiring
Person (or such later date as may be determined by action of the
General Partner), the notice required of the Partnership
hereunder in connection with a Trigger Event as defined in
Section 11(a)(ii) need not be given.
[THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment 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
Attest: /s/ Xxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxx
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(seal) Name: Xxxxxxx X. Xxxxxxxx
Title: President
BANK BOSTON, N.A.
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Managing Director
