Arden Realty, Inc., EXHIBIT 4.1



 





Exhibit 4.1




SECOND AMENDMENT TO RIGHTS AGREEMENT



SECOND AMENDMENT, dated as of June 19, 2003 (“Second Amendment”), to Rights
Agreement dated as of August 14, 1998 (as amended by the First Amendment to
Rights Agreement dated as of October 13, 2000, the “Rights Agreement”), between
Arden Realty, Inc., a Maryland corporation (the “Company”), and The Bank of New
York (the “Rights Agent”). Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to them in the Rights Agreement.



WHEREAS, the Company and the Rights Agent previously entered into the Rights
Agreement; and



WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company and the
Rights Agent may from time to time supplement or amend any provision of the
Rights Agreement in accordance with the terms of such Section 26.



NOW, THEREFORE, in consideration of the foregoing premises and mutual
agreements set forth in this Amendment, the parties hereby amend the Rights
Agreement as follows:



1.     Section 7.1 (Exercise of Rights) of the Rights Agreement is hereby amended
and restated in its entirety to reads as follows:





	 	 	 	“Subject to Section 11.1.2 and except as otherwise provided
herein, the registered holder of any Right Certificate may exercise
the Rights represented thereby in whole or in part at any time after
the Distribution Date upon surrender of the Right Certificate, with
the form of election to purchase and certification on the reverse
side thereof duly executed, to the Rights Agent at the office of the
Rights Agent designated for such purpose, together with payment of
the aggregate Purchase Price for the total number of one
one-hundredths of a Preferred Share (or other securities, cash or
other assets) as to which the Rights are exercised, at or prior to
the time (the “Expiration Date”) that is the earliest of (i) the
close of business on June 30, 2003 (the “Final Expiration Date”),
(ii) the time at which the Rights are redeemed as provided in Section
23 (the “Redemption Date”), (iii) the closing of any merger or other
acquisition transaction involving the Company pursuant to an
agreement of the type described in Sections 1.3(ii)(A)(z) and 13.3,
at which time the Rights are deemed terminated, or (iv) the time at
which the Rights are exchanged as provided in Section 27.”



2.     The fourth paragraph of Exhibit C to the Rights Agreement (SUMMARY OF
RIGHTS TO PURCHASE PREFERRED SHARES) is hereby amended and restated to read in
its entirety as follows:





	 	 	 	“The Rights are not exercisable until the Distribution Date. The
Rights will expire on June 30, 2003 subject to the Company’s right to
extend such date (the “Final Expiration Date”), unless earlier
redeemed or exchanged by the Company or terminated.”



 







 


3.     This Second Amendment shall be effective as of the date hereof and, except
as expressly set forth herein, the Rights Agreement shall remain in full force
and effect and be otherwise unaffected hereby.



4.     This Second Amendment may be executed in any number of counterparts, each
of which, when executed, shall be deemed to be an original and all such
counterparts shall together constitute one and the same document.




[signature page follows]



 







 


IN WITNESS WHEREOF, the parties have executed this Second Amendment as of the
date first written above.




	 	 	 	 	 
	 	 	ARDEN REALTY, INC.
	 	 	 	 	 
	 	 	
By:
	 	/s/ David A. Swartz
	 	 	 	 	

	 	 	
Name:
	 	David A. Swartz
	 	 	
Title:
	 	Secretary
	 	 	 	 	 
	 	 	THE BANK OF NEW YORK,
 as Rights Agent
	 	 	 	 	 
	 	 	
By:
	 	/s/ William F. Powers
	 	 	 	 	

	 	 	
Name:
	 	William F. Powers
	 	 	
Title:
	 	Assistant Vice President