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 Sub
