EXHIBIT 2
AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED INVESTOR AGREEMENT
THIS AMENDMENT (this "Amendment"), dated as of December 10, 2001, is by
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and between ProLogis Trust, a Maryland real estate investment trust
("ProLogis"), and Security Capital Group Incorporated, a Maryland corporation
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("SCG"), and amends the Third Amended and Restated Investor Agreement dated as
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of September 9, 1997 by and between ProLogis and SCG (the "Investor Agreement").
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NOW, THEREFORE, in consideration of the premises and of the mutual
covenants, agreements and warranties herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and intending to be legally bound, the parties hereto agree as
follows:
1. Registration Rights: Section 6(a) of the Investor Agreement is amended and
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restated in its entirety as follows:
(a) Demand. At any time after the date hereof and for so long
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thereafter as SCG shall continue to own any Registrable
Securities, SCG may request registration of all or any part of
its Registrable Securities under the Securities Act, pursuant
to Rule 415 or otherwise, and on any form available for the
registration of such securities (for sale or exchange, for
distribution by dividend or redemption, or in any other
transaction requiring registration under the Securities Act as
may be desired by SCG), by delivering written notice to the
Company specifying the number of Registrable Securities that
SCG desires to sell, and the Company shall use its reasonable
efforts to effect the registration of such Registrable
Securities under the Securities Act.
2. Delay; Prohibition on Sale: Prologis hereby further agrees that it shall not
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avail itself of the right under Section 6(d) of the Investor Agreement to
postpone the filing of a registration statement under such Section 6 any
time during the next 60 days for any reason, nor shall SCG be prohibited in
any circumstance during the next 120 days from effecting any public sale or
distribution of securities of the Company by virtue of the provisions of
Section 6(g)(ii) of the Investor Agreement.
3. Miscellaneous. Except as amended by this Agreement, the Investor Agreement
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shall remain in full force and effect, and this Amendment and the Investor
Agreement together shall be considered one agreement, including that all of
the Miscellaneous provisions of Section 7 of the Investor Agreement shall
apply equally hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the day and year written above.
PROLOGIS TRUST
By: /s/ K. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: K. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Chairman & CEO
SECURITY CAPITAL GROUP INCORPORATED
By: /s/ C. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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Name: C. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Vice Chairman and
Chief Operating Officer