EXHIBIT 4.1
THIRD AMENDMENT TO RIGHTS AGREEMENT
1. General Background. In accordance with Section 27 of the Rights Agreement
between Fleet National Bank (the "Rights Agent") and ProLogis Trust
("ProLogis") dated December 31, 1993, as amended (the "Agreement"), the
Rights Agent and ProLogis Trust, desire to amend the Agreement to appoint
EquiServe Trust Company, N.A.
2. Effectiveness. This Amendment shall be effective as of October 11, 2001
(the "Amendment") and all defined terms and definitions in the Agreement
shall be the same in the Amendment except as specifically revised by the
Amendment.
3. Revision. The section in the Agreement entitled "Change of Rights Agent" is
hereby deleted in its entirety and replaced with the following:
Change of Rights Agent. The Rights Agent or any successor Rights Agent may
resign and be discharged from its duties under this Agreement upon 30 days'
notice in writing mailed to the Trust and to each transfer agent of the
Common Shares or Preferred Shares by registered or certified mail and to
the holders of the Right Certificates by first-class mail. The Trust may
remove the Rights Agent or any successor Rights Agent upon 30 days' notice
in writing mailed to the Rights Agent or successor Rights Agent, as the
case may be, and to each transfer agent of the Trust Shares or Preferred
Shares by registered or certified mail, and to the holders of the Right
Certificates by first-class mail. If the Rights Agent shall resign or be
removed or shall otherwise become incapable of acting, the Trust shall
appoint a successor to the Rights Agent. If the Trust shall fail to make
such appointment within a period of 30 days after giving notice of such
removal or after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated rights Agent or by the holder
of a Right Certificate (who shall, with such notice, submit such holder's
Right Certificate for inspection by the Trust), then the registered holder
of any Right Certificate may apply to any court of competent jurisdiction
for the appointment of a new Rights Agent. Any successor Rights Agent,
whether appointed by the Trust or by such a court, shall be a corporation
or trust company organized and doing business under the laws of the United
States, in good standing, which is authorized under such laws to exercise
corporate trust or stock transfer powers and is subject to supervision or
examination by federal or state authority and which has individually or
combined with an affiliate at the time of its appointment as Rights Agent a
combined capital and surplus of at least $100 million dollars. After
appointment, the successor Rights Agent shall be vested with the same
powers, rights, duties and responsibilities as if it had been originally
named as Rights Agent without further act or deed; but the predecessor
Rights Agent shall deliver and transfer to the successor Rights Agent any
property at the time held by it hereunder, and execute and deliver any
further assurance, conveyance, act or deed necessary for the purpose. Not
later than the effective date of any such appointment the Trust shall file
notice thereof in writing with the predecessor Rights Agent and each
transfer agent of the Common Shares or Preferred Shares, and mail a notice
thereof in writing to the registered holders of the Right Certificates.
Failure to give any notice provided for in this Section 21, however, or any
defect therein, shall not affect the legality or validity of the
resignation or removal of the Rights Agent or the appointment of the
successor Rights Agent, as the case may be.
4. Except as amended hereby, the Agreement and all schedules or exhibits
thereto shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed in their names and on their behalf by and through their duly authorized
officers, as of this 11th day of October, 2001.
ProLogis Trust Fleet National Bank
s/signature s/signature
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By: Xxxxxx X. Xxxxxxx By: Xxxxx X. Xxxxxx
Title: Senior Vice President Title: Managing Director
and Secretary
EquiServe Trust Company, N.A.
s/signature
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By: Xxxxx X. Xxxxxx
Title: Managing Director
