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EXHIBIT IV
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MERIDIAN INDUSTRIAL TRUST, INC.
000 XXXXXX XXXXXX, 00XX XXXXX
XXX XXXXXXXXX, XXXXXXXXXX 00000
September 24, 1997
The Prudential Insurance Company of America
0 Xxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Ladies and Gentlemen:
Reference is made to the Amended and Restated Stock Purchase Agreement
dated as of June 12, 1997 (the "PRUDENTIAL PURCHASE AGREEMENT"), by and between
Meridian Industrial Trust, Inc., a Maryland corporation (the "COMPANY"), and the
Prudential Insurance Company of America ("PRUDENTIAL"). Terms that are defined
in the Prudential Purchase Agreement that are used in this letter and are not
defined herein shall have the meanings given such terms in the Prudential
Purchase Agreement.
Pursuant to Section 5.8 of the Prudential Purchase Agreement, the Company
has agreed to use its commercially reasonable efforts to cause the Board of
Directors of the Company to increase the size of the Board of Directors by one
person and to elect a designee of Prudential to fill such vacancy and shall
endorse the selection of such designee for appointment as a member of the Board
Affairs Committee of the Board of Directors promptly after the Closing Date;
provided that, on or prior to the Closing Date, the Company receives written
notice executed by Prudential (the "DIRECTOR NOTICE"), which Director Notice
names such designee and provides all other information relating to such designee
as the Company may be required to disclose to its stockholders in connection
with such appointment. In consideration for their mutual agreement,
notwithstanding the provisions of Section 5.8 of the Prudential Purchase
Agreement, the Company and Prudential agree that Prudential may deliver the
Director Notice to the Company at any time on or after the Closing Date and the
Company shall be required to comply with its obligations under Section 5.8 only
after the Director Notice is delivered to the Company; provided however that the
Director Notice shall not be delivered to the Company during the sixty day
period immediately prior to the Company's 1998 annual meeting of stockholders.
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Please indicate your agreement to the foregoing by executing this letter
in the space provided below for your signature.
MERIDIAN INDUSTRIAL TRUST, INC.
By: /s/ Xxxxxx X. Xxxxxx
____________________________
Name: Xxxxxx X. Xxxxxx
Title: Secretary
Accepted and agreed to as of
the date first written above:
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
By: /s/ Xxxxxx X. Xxxxxxx
___________________________________
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
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