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EXHIBIT 10.14
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This Amendment No. 1 (the "Amendment") to the Rights Agreement
dated as of February 25, 1998 (the "Rights Agreement") between TriNet Corporate
Realty Trust, Inc., a Maryland corporation (the "Company"), and Xxxxxx Trust and
Savings Bank, a Texas corporation ("Xxxxxx Trust"), is entered into as of
November 9, 1998 between the Company and First Chicago Trust Company of New York
("First Chicago"). Unless the context indicates otherwise, capitalized terms
used without definition herein shall have the meanings ascribed to such terms in
the Rights Agreement.
WITNESSETH:
WHEREAS, pursuant to Section 21 of the Rights Agreement, the
Company appoints First Chicago as the successor Rights Agent under the Rights
Agreement;
WHEREAS, Section 21 of the Rights Agreement currently provides
that a successor Rights Agent shall have "at the time of its appointment as
Rights Agent a combined capital and surplus of at least $25 million" and the
Company waives such requirement with respect to First Chicago; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the
Company desires to amend the Rights Agreement to modify the qualifications of a
successor Rights Agent and to alter the notification procedures in respect of
the replacement of a Rights Agent with a successor Rights Agent;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
Section 1. Amendment of Section 21. Section 21 of the Rights
Agreement is amended to read in its entirety as follows:
Section 21. Change of Rights Agent. The Rights Agent or any
successor Rights Agent may resign and be discharged from its duties
under this Agreement upon thirty (30) days' notice in writing mailed to
the Company and to each transfer agent of the Preferred Stock and the
Common Stock by registered or certified mail, and, at the Company's
expense, to the holders of the Right Certificates by first class mail.
The Company may remove the Rights Agent or any successor Rights Agent
upon thirty (30) days' notice in writing, mailed to the Rights Agent or
successor Rights Agent, as the case may be, and to each transfer
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agent of the Preferred Stock and the Common Stock by registered or
certified mail, and to the holders of the Right Certificates by
first-class mail; provided, however, that the Company may also notify
the holders of the Right Certificates of such change in the Rights Agent
promptly upon the occurrence of such change through a periodic filing
required under the Exchange Act. If the Rights Agent shall resign or be
removed or shall otherwise become incapable of acting, the Company shall
appoint a successor to the Rights Agent. If the Company shall fail to
make such appointment within a period of thirty (30) days after giving
notice of such removal or after it has been notified in writing of such
resignation or incapacity by the resigning or incapacitated Rights Agent
or by the holder of a Right Certificate (who shall, with such notice,
submit his Right Certificate for inspection by the Company), then the
Company shall become the temporary Rights Agent and the registered
holder of any Right Certificate may apply to any court of competent
jurisdiction for the appointment of a new Rights Agent. Any successor
Rights Agent, whether appointed by the Company or by such a court, shall
be: (a) a corporation organized and doing business under the laws of the
United States, in good standing, which is authorized under such laws to
exercise corporate trust powers and is subject to supervision or
examination by federal or state authority or which has at the time of
its appointment as Rights Agent a combined capital and surplus of at
least $25 million or (b) an Affiliate of a corporation described in
clause (a) above. After appointment, the successor Rights Agent shall be
vested with the same powers, rights, duties and responsibilities as if
it had been originally named as Rights Agent without further act or
deed; but the predecessor Rights Agent shall deliver and transfer to the
successor Rights Agent any property at the time held by it hereunder,
and execute and deliver any further assurance, conveyance, act or deed
necessary for the purpose. Not later than the effective date of any such
appointment or promptly thereafter the Company shall file notice thereof
in writing with the predecessor Rights Agent and each transfer agent of
the Preferred Stock and the Common Stock, and mail a notice thereof in
writing to the registered holders of the Right Certificates; provided,
however, that the Company may also notify the holders of the Right
Certificates of such appointment through a periodic filing required
under the Exchange Act. Failure to give any notice provided for in this
Section 21, however, or any defect therein, shall not affect the
legality or validity of the resignation or removal of the
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Rights Agent or the appointment of the successor Rights Agent, as the
case may be.
Section 2. References to Rights Agent. All references in the
Rights Agreement to "Xxxxxx Trust and Savings Bank" and to the "Rights Agent"
shall be deemed to be references to First Chicago.
Section 3. Notices. Section 26 of the Rights Agreement is amended
by deleting the name and address of the Rights Agent and replacing it with the
following:
First Chicago Trust Company of New York
000 Xxxxxxxxxx Xxxxxxxxx
0xx Xxxxx
Xxxxxx Xxxx, Xxx Xxxxxx 00000
Attention: Tenders and Exchanges Administration
Section 4. Effectiveness. This Amendment shall be deemed
effective as of November 9, 1998, as if executed on such date. Except as amended
hereby, the Agreement shall remain in full force and effect and shall be
otherwise unaffected hereby.
Section 5. Governing Law. This Amendment shall be deemed to be a
contract made under the laws of the State of Maryland and for all purposes shall
be governed by and construed in accordance with the laws of such State
applicable to contracts to be made and performed entirely within such State
except that the rights, duties and obligations of the Rights Agent under this
Amendment shall be governed by and construed in accordance with the laws of the
State of New York.
Section 6. Counterparts. 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.
Section 7. Descriptive Headings. Descriptive headings of the
several Sections of this Amendment are inserted for convenience only and shall
not control or affect the meaning or construction of any of the provisions
hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.
[SEAL]
TRINET CORPORATE REALTY
TRUST, INC.
Attest:
By: _____________________ By: ________________________
Name: Name: Xxxxxxxx X. Xxxxx
Title: Title: Vice President,
Administrative and
General Counsel
[SEAL]
FIRST CHICAGO TRUST COMPANY OF
NEW YORK, as Rights Agent
Attest:
By: _____________________ By: ________________________
Name: Name:
Title: Title:
