Exhibit 4.1
APPOINTMENT OF SUCCESSOR RIGHTS AGENT
This instrument is dated as of December 13, 2004, and entered into by
HRPT Properties Trust, a Maryland real estate investment trust (the "Company"),
and Wells Fargo Bank, National Association, a national banking association
("Wells Fargo").
BACKGROUND
A. The parties hereto refer to the Renewed Rights Agreement, dated as
of March 10, 2004 (the "Rights Agreement"), between the Company and EquiServe
Trust Company, N.A., a national banking association, as Rights Agent thereunder
(in such capacity, the "Predecessor Rights Agent").
B. The parties further refer to the Terms and Conditions of
Appointment, adopted by the Company on August 12, 2004 (the "Terms and
Conditions"), providing, among things, for the appointment of Wells Fargo as the
transfer agent for the Company's issued and outstanding capital shares and as
successor Rights Agent under the Right Agreement.
C. This instrument is entered into in furtherance of the appointment of
Wells Fargo as successor Rights Agent under the Rights Agreement.
NOW THEREFORE, the parties agree as follows:
Section 1. The Company has heretofore given notice to the Predecessor
Rights Agent of its removal as Rights Agent under the Rights Agreement,
effective as of the date hereof subject to the appointment of a successor in
accordance with Section 21 of the Rights Agreement.
Section 2. Wells Fargo hereby represents to the Company that, in
accordance with Section 21 of the Rights Agreement, it is a legal business
entity organized and doing business under the laws of the United States, in good
standing, authorized under such laws to exercise corporate trust, stock transfer
or shareholder services powers, subject to supervision or examination by federal
or state authority and has a combined capital and surplus of at least
$100,000,000.
Section 3. The Company hereby confirms that, pursuant to the Terms and
Conditions, it has appointed, and it does hereby appoint, Wells Fargo to act as
successor to the Predecessor Rights Agent as Rights Agent under the Rights
Agreement, which appointment shall become effective at the Effective Time (as
defined below).
Section 4. Wells Fargo hereby confirms that, pursuant to the Terms and
Conditions, it has accepted, and it does hereby accept, its appointment as
successor Rights Agent under the Right Agreement effective at the Effective
Time.
Section 5. Pursuant and subject to Section 21 of the Rights Agreement,
at the Effective Time Wells Fargo shall become and thereafter shall be a party
to the Rights Agreement as Rights Agent thereunder and 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 of any person or entity. The parties acknowledge their
intent that Wells Fargo does not assume and shall not have any responsibility or
liability for actions or omissions of the Predecessor Rights Agent prior to the
Effective Time.
Section 6. This instrument shall become effective as of the opening of
business in New York City on the date first above written (the "Effective
Time").
Section 7. For purposes of Section 25 of the Rights Agreement, the
address of Wells Fargo as Rights Agent thereunder for purposes of notices or
demands (until another address is filed in writing by Wells Fargo as Rights
Agent with the Company) shall be as set forth under Wells Fargo's signature to
this instrument.
Section 8. All the covenants and provisions of this instrument by or
for the benefit of the Company or the Rights Agent shall bind and inure to the
benefit of their respective successors and assigns under the Rights Agreement.
Section 9. This instrument shall be deemed to be a contract made under
the laws of the State of Maryland and shall for all purposes be governed by and
construed in accordance with the laws of the State of Maryland applicable to
contracts made and to be performed entirely within the State of Maryland,
including its principles of conflicts of law.
Section 10. This instrument 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, the parties hereto have caused this instrument to
be duly executed under seal as of the day and year first above written.
[SEAL] WELLS FARGO BANK, NATIONAL
ASSOCIATION
ATTEST: By: /s/ Claudine Anderson
Name: Claudine Anderson
Title: Officer
By: /s/ Susan J. Roeder
Name: Susan J. Roeder
Title: Assistant Secretary
Address:
Wells Fargo Shareowner Services
161 N. Concord Exchange
South St. Paul, MN 55075
Attention: Claudine Anderson
-2-
[SEAL] HRPT PROPERTIES TRUST
ATTEST: By: /s/ John A. Mannix
Name: John A. Mannix
Title: President and Chief
Operating Officer
By: /s/ Jennifer B. Clark
Name: Jennifer B. Clark
Title: Assistant Secretary
-3-