EXHIBIT 2
AGREEMENT
The undersigned hereby agree that notwithstanding anything in any
prior agreement to the contrary, American Industrial Properties REIT (the
"Trust") shall nominate for election or re-election as Trust Manager at each
annual meeting of shareholders one nominee of Xxxxxx Xxxxxxx Asset Management
Inc. and one nominee of ABKB/LaSalle Securities Limited Partnership, as agent
for and for the benefit of particular clients ("ABKB"). The Trust shall have no
further obligation to nominate MSAM's and ABKB's nominee, as applicable, at the
time MSAM's or ABKB's holdings, as applicable, of the Trust's common shares of
beneficial interest ("Shares") fall below 5% of the Trust's issued and
outstanding Shares. Upon determining that a party has fallen below the
threshold, the Trust may require such party's nominee to immediately resign or
the Trust may require that the nominee not seek election at the next annual
meeting of shareholders.
This Agreement shall be governed by and construed in accordance
with the laws of the State of Texas.
This Agreement may be executed in counterparts.
Dated: January 29, 1998
AMERICAN INDUSTRIAL PROPERTIES LASALLE ADVISORS LIMITED
REIT PARTNERSHIP,
as Agent for and for the benefit of
a particular client
---------------------------------------- ----------------------------------
USAA REAL ESTATE COMPANY MS REAL ESTATE SPECIAL
SITUATIONS, INC.
---------------------------------------- ----------------------------------
ABKB/LASALLE SECURITIES LIMITED XXXXXX XXXXXXX ASSET MANAGEMENT
PARTNERSHIP, as Agent for and for the INC., as Agent and Attorney-in-fact
benefit of particular clients for certain designated clients
---------------------------------------- ----------------------------------
