AMENDMENT TO
NOTE PURCHASE AGREEMENT
THIS AMENDMENT TO
NOTE PURCHASE AGREEMENT (this “ Amendment ”)
dated as of May 2, 2005 is executed by PROLOGIS, a Maryland
real estate investment trust “ ProLogis
”).
W I T N
E S S E
T H
WHEREAS , ProLogis (as successor by merger to Meridian
Industrial Trust, Inc., a Maryland corporation) is a party to the
Note Purchase Agreement dated as of November 15, 1997 (the
“ Note Agreement ”) with each of the purchasers
listed on Exhibit A thereto (collectively, the “
Holders ”);
WHEREAS , ProLogis has solicited consents to a proposed
amendment to the Note Agreement pursuant to the Consent
Solicitation Statement dated March 9, 2005, as the same may
have been amended, supplemented or otherwise modified from time to
time;
WHEREAS , ProLogis has obtained the consents of the Holders
of $111,000,000 of the principal amount of the outstanding Notes;
and
WHEREAS , the Note Agreement provides that the terms of the
Note Agreement and the Notes may be amended with consent of
ProLogis and the Holders of at least 66-2/3% in principal amount of
the Notes at the time outstanding (exclusive of Notes owned by
ProLogis or any of its Affiliates).
NOW THEREFORE , the ProLogis states as follows as
follows:
Section 1. Definitions . Capitalized terms used but not
defined herein have the respective meanings given them in the Note
Agreement.
Section 2. Liens Securing Indebtedness . The first
paragraph of Section 10.2 of the Note Agreement shall be
amended and restated in its entirety as follows:
The Company will not and
will not permit any Subsidiary to directly or indirectly
create
