EXHIBIT 99.4
VOTING
AGREEMENT
This VOTING AGREEMENT is entered into
on June 5, 2005, by and among ProLogis, a Maryland real estate
investment trust (“ ProLogis ”), and each of the
shareholders set forth in the signature pages hereto (each, a
“ Shareholder ” and, collectively, the “
Shareholders ”).
WHEREAS, each Shareholder is the
beneficial owner of the number of shares of common stock, $.01 par
value per share (the “ Common Stock ”), of
Catellus Development Corporation, a Delaware corporation (“
Catellus ”), set forth opposite such
Shareholder’s name on Schedule I (including any
shares of Common Stock acquired by such Shareholder after the date
hereof, the “ Securities ”);
WHEREAS, ProLogis, Catellus and
Palmtree Acquisition Corporation, a Delaware corporation (“
Merger Sub ”), have entered into an Agreement and Plan
of Merger, dated as of the date hereof (the “ Merger
Agreement ”; capitalized terms used but not defined in
this Agreement shall have the meanings ascribed to them in the
Merger Agreement), which provides for the merger of Catellus with
and into Merger Sub (the “ Merger ”); and
WHEREAS, as a condition of ProLogis
to enter into the Merger Agreement, it is a requirement of the
Merger Agreement that each Shareholder enters into this
Agreement.
NOW THEREFORE, in consideration of
the foregoing and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
1.
Agreement to Vote; Proxy .
(a) At such time as Catellus conducts
a meeting of, solicits written consents from, or otherwise seeks a
vote of, its stockholders with respect to any of the following,
each Shareholder agrees, subject to Section 12 , to
vote all of the Securities, as applicable, beneficially owned by
him or her or with respect to which he or she exercises voting
power (directly or indirectly), (i) in favor of approval of
the Merger Agreement and all other actions contemplated by the
Merger Agreement or otherwise necessary or desirable for the
consummation of the Merger and (ii) against any Competing
Transaction (as such term is defined in the Merger Agreement).
(b) Each Shareholder hereby agrees,
upon the request of ProLogis, to grant to ProLogis an irrevocable
proxy (the “ Irrevocable Proxy ”), until such
time as this Agreement is terminated pursuant to
Section 12 , to allow ProLogis to vote such
Shareholder’s Securities, as applicable, in the manner
described in, and for the purposes contemplated by,
Section 1(a) . Each Shareholder further agrees to
deliver promptly to ProLogis such additional proxies and other
documents as may be reasonably requested by ProLogis to allow
ProLogis to exercise such voting power. Each Shareholder will
retain at all times the right to vote his or her Securities, in
such Shareholder’s sole discretion, on all matters other than
those set forth in Section 1(a) which are at any time
or from time to time presented for a vote to Catellus’s
stockholders generally, and in the event that an
Irrevocable
Proxy is granted as hereinabove provided, ProLogis agrees to vote
on all such other matters as directed in writing by such
Shareholder.
2.
Waiver of Dissenters’ Rights . Each Shareholder hereby
agrees to waive any dissenters’ rights which may be available
under applicable Delaware law in connection with the Merger.
3.
Representations, Warranties and Covenants of Shareholder .
Each Shareholder represents and warrants to, and agrees with,
ProLogis that:
(a)
this Agreement has been duly
executed and delivered by such Shareholder and constitutes a valid
and legally binding obligation of such Shareholder, enforceable
against such Shareholder in accordance with its terms, except as
the enforcement thereof may be limited by bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium, and similar laws
relating to or affecting creditors’ rights generally and
general equitable principles (whether considered in a proceeding in
equity or at law), in each case now or hereafter in effect;
(b)
such Shareholder has all necessary
power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby;
(c)
as of the date of this Agreement,
such Shareholder is the direct or indirect beneficial owner of the
Securities set forth opposite such Shareholder’s name on
Schedule I ;
(d)
on the date hereof, such Shareholder
has, and such Shareholder will have at all times up to the
termination of this Agreement, the sole power to vote his or her
Securities, as applicable; and
(e)
such Shareholder will not sell,
transfer, hypothecate, pledge, encumber or otherwise dispose of
(“ Transfer ”) any of his or her Securities or
any interests therein, or grant any option or other right with
respect thereto, without the prior written consent of ProLogis;
provided , however , such Shareholder shall be
permitted to Tra
