FORM OF AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This amendment, dated as of March 26, 1999, amends the Rights Agreement
dated as of June 21, 1989 (the "Rights Agreement") between MGI Properties (the
"Trust") and BankBoston, N.A. (formerly, The First National Bank of Boston), as
Rights Agent (the "Rights Agent"). Terms defined in the Rights Agreement and not
otherwise defined herein are used herein as so defined.
W I T N E S S E T H
WHEREAS, on June 21, 1989, the Board of Trustees of the Trust
authorized the issuance of Rights to purchase, on the terms and subject to the
provisions of the Rights Agreement, one preferred share purchase right (a
"Right," collectively, the "Rights"); and
WHEREAS, the Board of Trustees of the Trust authorized and declared a
dividend distribution of one Right for every Common Share of the Trust
outstanding on July 5, 1989 and authorized the issuance of one Right (subject to
certain adjustments) for each Common Share of the Trust issued between the
Dividend Record Date and the Distribution Date; and
WHEREAS, on June 21, 1989, the Trust and the Rights Agent entered into
the Rights Agreement to set forth the description and terms of the Rights; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the
Disinterested Trustees now unanimously desire to amend certain provisions of the
Rights Agreement in order to supplement certain provisions therein;
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. Section 1(a) is amended by adding the following at the end
thereof:
"Notwithstanding the foregoing, Xxxxxx Xxxxxxx, together with
all Affiliates of such Person, shall not be deemed an
Acquiring Person for any purpose of this Agreement, provided,
that such Person together with his Affiliates does not become
the Beneficial Owner of 15% or more of the outstanding Common
Shares of the Trust."
2. Except as expressly herein set forth, the remaining provisions
of the Rights Agreement shall remain in full force and effect.
3. This Amendment may be executed in any number of counterparts,
and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together
constitute but one and the same instrument.
IN WITNESS WHEREOF, this Amendment No. 1 has been signed to be
effective as of the close of business on this 26th day of March, 1999 by
authorized representatives of each of the Trustee and the Rights Agent.
MGI PROPERTIES
By:________________________________
BANKBOSTON, N.A.
By:________________________________
-2-
