U.S. $3,656,530,220 EQUIVALENT THIRD AMENDMENT TO GLOBAL SENIOR CREDIT AGREEMENT Dated as of August 21, 2009 among PROLOGIS and CERTAIN AFFILIATE BORROWERS, as Borrowers, BANK OF AMERICA, N.A., as Global Administrative Agent, Collateral Agent, U.S....

Exhibit 10.1

 

 

U.S. $3,656,530,220 EQUIVALENT

THIRD AMENDMENT TO

GLOBAL SENIOR CREDIT AGREEMENT

Dated as of August 21, 2009

among

PROLOGIS and

CERTAIN AFFILIATE BORROWERS,
as Borrowers,

BANK OF AMERICA, N.A.,
as Global Administrative Agent, Collateral Agent, U.S. Funding Agent, U.S. Swing Line Lender,
and a U.S. L/C Issuer,

BANK OF AMERICA, N.A.,
acting through its Canada branch, as Canadian Funding Agent and a Canadian L/C Issuer,

ABN AMRO BANK N.V.,
as Euro Funding Agent, Euro Swing Line Lender, and a Euro L/C Issuer,

SUMITOMO MITSUI BANKING CORPORATION,
as a Global Co-Syndication Agent, Yen Funding Agent, KRW Funding Agent,
and a Yen L/C Issuer,

THE ROYAL BANK OF SCOTLAND PLC and JPMORGAN CHASE BANK, N.A.,
as Global Co-Syndication Agents,

and

The Other Lenders Party Hereto

BANC OF AMERICA SECURITIES LLC, RBS SECURITIES INC.,
SUMITOMO MITSUI BANKING CORPORATION,

and

▇.▇. ▇▇▇▇▇▇ SECURITIES INC.
as Global Lead Arrangers and Global Book Runners

 

 

THIRD AMENDMENT TO
GLOBAL SENIOR CREDIT AGREEMENT

     THIS THIRD AMENDMENT TO GLOBAL SENIOR CREDIT AGREEMENT (this “Amendment”) is entered into as of August 21, 2009 among PROLOGIS, a Maryland real estate investment trust (“ProLogis”), the other Loan Parties listed on the signature pages hereof, the undersigned Lenders, BANK OF AMERICA, N.A., as Global Administrative Agent, Collateral Agent, U.S. Funding Agent, U.S. Swing Line Lender, and a U.S. L/C Issuer, BANK OF AMERICA, N.A., acting through its Canada branch, as Canadian Funding Agent and a Canadian L/C Issuer, THE ROYAL BANK OF SCOTLAND PLC (successor to ABN AMRO Bank N.V.), as a Global Co-Syndication Agent, ABN AMRO BANK, N.V., as Euro Funding Agent, Euro Swing Line Lender, and a Euro L/C Issuer, and SUMITOMO MITSUI BANKING CORPORATION, as a Global Co-Syndication Agent, Yen Funding Agent, KRW Funding Agent, and a Yen L/C Issuer.

R E C I T A L S

A.		Reference is hereby made to that certain Global Senior Credit Agreement dated as of October 6, 2005, executed by ProLogis, the other Borrowers, and the Credit Parties (as amended prior to the date hereof, the “Credit Agreement”).
B.		Capitalized terms used herein shall, unless otherwise indicated, have the respective meanings set forth in the Credit Agreement, as amended hereby.
C.		Borrowers and Credit Parties desire to amend certain provisions contained in the Credit Agreement, in each case subject to the terms and conditions set forth herein.

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Amendments to the Credit Agreement. The Credit Agreement (including the Exhibits and Schedules) is hereby amended in its entirety in the form of Exhibit A attached hereto.

2. Amendments of Credit Agreement and Other Loan Documents.

     (a) All references in the Loan Documents to the Credit Agreement shall henceforth be references to the Credit Agreement as modified and amended by this Amendment, and as may, from time to time, be further modified, amended, restated, extended, renewed, and/or increased.

     (b) All of the terms and provisions of the Loan Documents are hereby amended and modified wherever necessary, even though not specifically addressed herein, so as to conform to the amendments and modifications set forth herein.

     (c) Section 2(b) of the Pledge Agreement executed by ProLogis is hereby amended in its entirety to read as follows:

ProLogis Global Third Amendment

(b) (i) all supporting obligations for the Pledged Debt and (ii) all security for the Pledged Debt, including, without limitation, all equity interests, investment property, general intangibles and other assets or property securing such Pledged Debt;

3. Extension Option. Each Lender identified as a Lender or Fronting Lender on Schedule 2.1-2 and Schedule 2.2-2, as applicable, to the Credit Agreement as amended hereby agrees, subject to the terms and conditions of the Credit Agreement, as amended hereby, to extend its obligations and Commitments under the applicable Tranches and/or Fronting Commitments (with respect to a Fronting Lender) in the amounts set forth on Schedule 2.1-2 and Schedule 2.2-2, as applicable, from the Initial Maturity Date until the Extended Maturity Date (as defined in the Credit Agreement, as amended hereby). Each such consent shall be irrevocable and binding on such Lender and its successors and permitted assigns.

4. Ratifications. Each Borrower (including ProLogis in its capacities as a Guarantor under the Parent Guaranty and a Pledgor under the Pledge Agreement executed by ProLogis) (a) ratifies and confirms all provisions of the Loan Documents to which it is a party as amended by this Amendment and (b) confirms that no guaranty or Lien granted, conveyed, or assigned by such Borrower to any of the Credit Parties under the Loan Documents is released, reduced, or otherwise adversely affected by this Amendment and that each such guaranty or Lien continues to guarantee and secure full payment and performance of the present and future Obligations of Borrowers as set forth under the Loan Documents.

5. Representations. Each Borrower represents and warrants to the Credit Parties that as of the date of this Amendment: (a) this Amendment has been duly authorized, executed, and delivered by such Borrower; (b) no action of, or filing with, any Governmental Authority is required to authorize, or is otherwise required in connection with, the execution, delivery, and performance by such Borrower of this Amendment; (c) the Loan Documents to which such Borrower is a party, as amended by this Amendment, are valid and binding upon such Borrower and are enforceable against such Borrower in accordance with their respective terms, except as limited by Debtor Relief Laws and general principles of equity; (d) the execution, delivery, and performance by such Borrower of this Amendment do not require the consent of any other Person and do not and will not constitute a violation of any Law, order of any Governmental Authority, or material agreement to which such Borrower is a party or by which such Borrower is bound; (e) all representations and warranties of such Borrower in the Loan Documents to which such Borrower is a party, as amended by this Amendment, are true and correct in all material respects on and as of the date of this Amendment, except to the extent that (i) any of them speaks to a different specific date or (ii) the facts on which any of them was based have been changed by transactions contemplated or permitted by the Credit Agreement; and (f) both before and after giving effect to this Amendment, no Default exists.

6. Termination of Term Loan. ProLogis notifies Bank of America, as Administrative Agent under the Senior Credit Agreement dated February 8, 2007, among ProLogis and certain affiliates, as borrowers, Bank of America, N.A., as Administrative Agent, and the lenders named therein (the “Senior Loan Agreement”), that, effective automatically as of the Amendment Effective Date, Prologis irrevocably terminates the Aggregate Commitments (as defined in the Senior Loan Agreement). Each Lender under the Credit Agreement that is a Lender under the

ProLogis Global Third Amendment

Senior Loan Agreement hereby waives any requirement set forth in Section 3.2.2 of the Senior Loan Agreement that ProLogis provide prior notice of the termination of the Aggregate Commitments thereunder.

7. Conditions. This Amendment shall be effective on the date that each of the following conditions is satisfied (the “Amendment Effective Date”):

     (a) this Amendment is executed by each Borrower, Global Administrative Agent, the Required Lenders, the Funding Agents, the L/C Issuers, and the Swing Line Lenders;

     (b) an Amendment and Supplement No. 1 to the Security Agency Agreement (the “SAA Amendment”), substantially in the form of Exhibit B hereto, has been executed and delivered by all parties thereto;

     (c) the representations and warranties in this Amendment are true and correct in all material respects on and as of the date of this Amendment, except to the extent that (i) any of them speaks to a different specific date, or (ii) the facts on which any of them was based have been changed by transactions contemplated or permitted by the Credit Agreement;

     (d) there shall not have been any event or circumstance since the date of the Audited Financial Statements that has had or would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;

     (e) Global Administrative Agent has received such certificates of resolutions or other action from each Loan Party as Global Administrative Agent may reasonably require to evidence the authority of such Loan Party to execute and deliver this Amendment;

     (f) Global Administrative Agent has received favorable opinion letters from counsel to the Loan Parties, addressed to the Credit Parties, as to such matters concerning the Loan Parties and this Amendment as Global Administrative Agent may reasonably request;

     (g) all fees required to be paid on or before the Amendment Effective Date shall have been paid;

     (h) Global Administrative Agent has received evidence that all “Obligations” (as defined in the Senior Loan Agreement), other than contingent indemnification obligations that will survive the termination of the Senior Loan Agreement, have been or concurrently with the effectiveness hereof will be paid in full in cash;

     (i) contemporaneously with the execution hereof, the Master Assignments and Assumptions attached hereto as Exhibit C with respect to various assignments under the U.S. Tranche, the Canadian Tranche and the Euro Tranche are duly executed and delivered by all the parties thereto; and

     (j) both before and after giving effect to this Amendment, no Default exists.

8. Continued Effect. Except to the extent amended hereby, all terms, provisions, and conditions of the Credit Agreement and the other Loan Documents, and all documents executed

ProLogis Global Third Amendment

in connection therewith, shall continue in full force and effect and shall remain enforceable and binding in accordance with their respective terms, subject to Debtor Relief Laws and general principles of equity.

9. Miscellaneous. Unless stated otherwise (a) the singular number includes the plural and vice versa and words of any gender include each other gender, in each case, as appropriate, (b) headings and captions may not be construed in interpreting provisions, (c) this Amendment shall be construed — and its performance enforced — under New York law, (d) if any part of this Amendment is for any reason found to be unenforceable, all other portions of it nevertheless remain enforceable, and (e) this Amendment may be executed in any number of counterparts with the same effect as if all signatories had signed the same document, and all of those counterparts must be construed together to constitute the same document. A signature page hereto delivered by facsimile or electronic mail shall be effective as delivery of a manually-signed counterpart hereof.

10. Parties. This Amendment binds and inures to the benefit of the parties hereto and their respective successors and permitted assigns.

11. Entireties. The Credit Agreement and the other Loan Documents, as amended by this Amendment, represent the final agreement among the parties about the subject matter of the Credit Agreement and the other Loan Documents and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.

12. Authorization. Each Credit Party that is a signatory to this Amendment authorizes and directs Bank of America, in its capacity as Global Administrative Agent (acting on behalf of such Credit Party) and in its capacity as Collateral Agent, to execute and deliver the SAA Amendment concurrently with the effectiveness of this Amendment.

[Remainder of Page Intentionally Left Blank;
Signature Pages to Follow.]

ProLogis Global Third Amendment

Executed as of the date first written above.

US BORROWER SIGNATURES

PROLOGIS, a Maryland real estate investment trust

PLD INTERNATIONAL INCORPORATED,
a Delaware corporation

PLD INTERNATIONAL FINANCE LLC,
a Delaware limited liability company

PROLOGIS JAPAN FINANCE INCORPORATED,
a Delaware corporation

PROLOGIS CANADA INVESTMENT 11 TRUST,
a Maryland business trust

PROLOGIS CANADA INVESTMENT 12 TRUST,
a Maryland business trust

PROLOGIS CANADA INVESTMENT 13 TRUST,
a Maryland business trust

PROLOGIS CANADA INVESTMENT 14 TRUST,
a Maryland business trust

PROLOGIS CANADA INVESTMENT 15 TRUST,
a Maryland business trust

PROLOGIS CANADA INVESTMENT 16 TRUST,
a Maryland business trust

PROLOGIS LOGISTICS SERVICES
INCORPORATED, a Delaware corporation

PROLOGIS FINANCE LLC, a Delaware limited liability
company, by ProLogis, a Maryland real estate investment
trust its managing member

PROLOGIS FINANCE-PALMTREE LLC,
a Delaware limited liability company, by ProLogis, a
Maryland real estate investment trust its managing member

Signature Page to
Third Amendment to ProLogis Global Senior Credit Agreement

Executed as of the date first written above.

US BORROWER SIGNATURES (CONT’D)

PLD EUROPE FINANCE B.V.,
a Netherlands private company with limited liability

PROLOGIS UK FUNDING II B.V.,
a Netherlands private company with limited liability

Signature Page to
Third Amendment to ProLogis Global Senior Credit Agreement

Executed as of the date first written above.

CANADIAN BORROWER SIGNATURES

PROLOGIS CANADA INVESTMENT 3 TRUST,
a Maryland business trust

PROLOGIS CANADA INVESTMENT 6 TRUST,
a Maryland business trust

PROLOGIS CANADA INVESTMENT 8 TRUST,
a Maryland business trust

PROLOGIS CANADA INVESTMENT 9 TRUST,
a Maryland business trust

PROLOGIS CANADA INVESTMENT 10 TRUST,
a Maryland business trust

PROLOGIS CANADA INVESTMENT 11 TRUST,
a Maryland business trust

PROLOGIS CANADA INVESTMENT 12 TRUST,
a Maryland business trust

PROLOGIS CANADA INVESTMENT 13 TRUST,
a Maryland business trust

PROLOGIS CANADA INVESTMENT 14 TRUST,
a Maryland business trust

PROLOGIS CANADA INVESTMENT 15 TRUST,
a Maryland business trust

PROLOGIS CANADA INVESTMENT 16 TRUST,
a Maryland business trust

PROLOGIS FINANCE LLC, a Delaware limited liability
company, by ProLogis, a Maryland real estate investment
trust, its managing member

Signature Page to
Third Amendment to ProLogis Global Senior Credit Agreement

Executed as of the date first written above.

CANADIAN BORROWER SIGNATURES (CONT’D)

PROLOGIS FINANCE-PALMTREE LLC,
a Delaware limited liability company, by ProLogis, a
Maryland real estate investment trust, its managing member

Signature Page to
Third Amendment to ProLogis Global Senior Credit Agreement

Executed as of the date first written above.

EUROPEAN BORROWER SIGNATURES

PLD EUROPE FINANCE B.V.,
a Netherlands private company with limited liability

PLD EUROPE FINANCE II B.V.,
a Netherlands private company with limited liability

PROLOGIS UK FUNDING II B.V.,
a Netherlands private company with limited liability

PROLOGIS UK FUNDING III B.V.,
a Netherlands private company with limited liability

PROLOGIS, a Maryland real estate investment trust

PLD INTERNATIONAL INCORPORATED,
a Delaware corporation

PLD INTERNATIONAL FINANCE LLC,
a Delaware limited liability company

PROLOGIS JAPAN FINANCE INCORPORATED,
a Delaware corporation

Signature Page to
Third Amendment to ProLogis Global Senior Credit Agreement

Executed as of the date first written above.

YEN BORROWER SIGNATURES

MAISHIMA THREE SPECIAL PURPOSE
COMPANY, a Japanese company

NARASHINO THREE SPECIAL PURPOSE
COMPANY, a Japanese company

NARITA THREE SPECIAL PURPOSE COMPANY,
a Japanese company

PROLOGIS MISATO SPECIAL PURPOSE COMPANY,
a Japanese company

PROLOGIS OSAKA TWO SPECIAL PURPOSE
COMPANY, a Japanese company

PROLOGIS TOKONAME SPECIAL PURPOSE
COMPANY, a Japanese company

ICHIKAWA ONE SPECIAL PURPOSE COMPANY,
a Japanese company

TAKATSUKI TWO SPECIAL PURPOSE COMPANY,
a Japanese company

IWANUMA ONE SPECIAL PURPOSE COMPANY,
a Japanese company

ZAMA ONE SPECIAL PURPOSE COMPANY, a
Japanese company

KITA NAGOYA SPECIAL PURPOSE COMPANY,
a Japanese company

ICHIKAWA TWO SPECIAL PURPOSE COMPANY,
a Japanese company

Signature Page to
Third Amendment to ProLogis Global Senior Credit Agreement

Executed as of the date first written above.

YEN BORROWER SIGNATURES (CONT’D)

PROLOGIS TOKYO FINANCE INVESTMENT
LIMITED PARTNERSHIP, a Japanese company,
by ProLogis Tokyo Finance LLC, a Delaware limited
liability company

PROLOGIS, a Maryland real estate investment trust

PROLOGIS JAPAN FINANCE INCORPORATED,
a Delaware corporation

PLD INTERNATIONAL INCORPORATED,
a Delaware corporation

PLD EUROPE FINANCE B.V.,
a Netherlands private company with limited liability

PROLOGIS UK FUNDING II B.V.,
a Netherlands private company with limited liability

Signature Page to
Third Amendment to ProLogis Global Senior Credit Agreement

Executed as of the date first written above.

KOREAN BORROWER SIGNATURES

		PLD ANSUNG LLC, a Korean limited liability company		SEAL
		PLD ASAN LLC, a Korean limited liability company		SEAL
		PLD BAEKAM LLC, a Korean limited liability company		SEAL
		PLD CHEONAN LLC, a Korean limited liability company		SEAL
		PLD DEOKPYUNG LLC, a Korean limited liability company		SEAL
		PLD DEOKPYUNG 2 LLC, a Korean limited liability company		SEAL
		PLD GONJIAM LLC, a Korean limited liability company		SEAL
		PLD INCHEON LLC, a Korean limited liability company		SEAL
		PLD NAMYANGJU LLC, a Korean limited liability company		SEAL
		PLD OJUNG LLC, a Korean limited liability company		SEAL
		PLD OKCHEON LLC, a Korean limited liability company		SEAL
		PLD YONGIN LLC, a Korean limited liability company		SEAL
		PROLOGIS KOREAN MANAGEMENT LLC, a Korean limited liability company		SEAL

Signature Page to
Third Amendment to ProLogis Global Senior Credit Agreement

Executed as of the date first written above.

AGENT:

BANK OF AMERICA, N.A.,
as Global Administrative Agent,
Collateral Agent,
U.S. Funding Agent,
U.S. Swing Line Lender, and
a U.S. L/C Issuer

Signature Page to
Third Amendment to ProLogis Global Senior Credit Agreement

Executed as of the date first written above.

AGENT:

BANK OF AMERICA, N.A., acting through its Canada branch,
as Canadian Funding Agent and
a Canadian L/C Issuer

Signature Page to
Third Amendment to ProLogis Global Senior Credit Agreement

Executed as of the date first written above.

AGENT:

ABN AMRO BANK, N.V.,
as Euro Funding Agent and
a Euro L/C Issuer

Signature Page to
Third Amendment to ProLogis Global Senior Credit Agreement

Executed as of the date first written above.

AGENT:

SUMITOMO MITSUI BANKING CORPORATION,
as Yen Funding Agent and
a Yen L/C Issuer

Signature Page to
Third Amendment to ProLogis Global Senior Credit Agreement

Executed as of the date first written above.

AGENT:

SUMITOMO MITSUI BANKING CORPORATION,
as KRW Funding Agent

Signature Page to
Third Amendment to ProLogis Global Senior Credit Agreement

Executed as of the date first written above.

JPMORGAN CHASE BANK, N.A.,
as a Fronting Lender

Signature Page to
Third Amendment to ProLogis Global Senior Credit Agreement

Executed as of the date first written above.

THE ROYAL BANK OF SCOTLAND PLC,
as a Fronting Lender

Signature Page to
Third Amendment to ProLogis Global Senior Credit Agreement

Executed as of the date first written above.

SUMITOMO MITSUI BANKING CORPORATION,
as a Fronting Lender

Signature Page to
Third Amendment to ProLogis Global Senior Credit Agreement

Executed as of the date first written above.

LENDERS:

BANK OF AMERICA, N.A.,
as a U.S. Lender and a Euro Lender

BANK OF AMERICA, N.A., TOKYO BRANCH
as a Yen Lender

BANK OF AMERICA, N.A., SEOUL BRANCH
as a KRW Lender

BANK OF AMERICA, N.A.,
as a Fronting Lender

Signature Page to
Third Amendment to ProLogis Global Senior Credit Agreement

Executed as of the date first written above.

BANK OF CHINA, NEW YORK BRANCH,
as a U.S. Lender

Signature Page to
Third Amendment to ProLogis Global Senior Credit Agreement

Executed as of the date first written above.

THE BANK OF NOVA SCOTIA,
as a U.S. Lender

Signature Page to
Third Amendment to ProLogis Global Senior Credit Agreement

Executed as of the date first written above.

BARCLAYS BANK PLC,
as a U.S. Lender

Signature Page to
Third Amendment to ProLogis Global Senior Credit Agreement

Executed as of the date first written above.

CALYON, NEW YORK BRANCH,
as a U.S. Lender

Signature Page to
Third Amendment to ProLogis Global Senior Credit Agreement

Executed as of the date first written above.

CITICORP NORTH AMERICA, INC.,
as a U.S. Lender

Signature Page to
Third Amendment to ProLogis Global Senior Credit Agreement

Executed as of the date first written above.

Signature Page to
Third Amendment to ProLogis Global Senior Credit Agreement

Executed as of the date first written above.

Signature Page to
Third Amendment to ProLogis Global Senior Credit Agreement

Executed as of the date first written above.

Signature Page to
Third Amendment to ProLogis Global Senior Credit Agreement

Executed as of the date first written above.

Signature Page to
Third Amendment to ProLogis Global Senior Credit Agreement

Executed as of the date first written above.

Signature Page to
Third Amendment to ProLogis Global Senior Credit Agreement

Executed as of the date first written above.

Signature Page to
Third Amendment to ProLogis Global Senior Credit Agreement

Executed as of the date first written above.

Signature Page to
Third Amendment to ProLogis Global Senior Credit Agreement

Executed as of the date first written above.

Signature Page to
Third Amendment to ProLogis Global Senior Credit Agreement

Executed as of the date first written above.

Signature Page to
Third Amendment to ProLogis Global Senior Credit Agreement

Executed as of the date first written above.

Signature Page to
Third Amendment to ProLogis Global Senior Credit Agreement

Executed as of the date first written above.

Signature Page to
Third Amendment to ProLogis Global Senior Credit Agreement

Executed as of the date first written above.

Signature Page to
Third Amendment to ProLogis Global Senior Credit Agreement

Executed as of the date first written above.

Signature Page to
Third Amendment to ProLogis Global Senior Credit Agreement

Executed as of the date first written above.

Signature Page to
Third Amendment to ProLogis Global Senior Credit Agreement

Executed as of the date first written above.

Executed as of the date first written above.

Executed as of the date first written above.

Executed as of the date first written above.

Executed as of the date first written above.

Executed as of the date first written above.

Executed as of the date first written above.

Executed as of the date first written above.

Executed as of the date first written above.

Executed as of the date first written above.

Executed as of the date first written above.

Executed as of the date first written above.

Executed as of the date first written above.

Executed as of the date first written above.

Executed as of the date first written above.

Executed as of the date first written above.

Executed as of the date first written above.

Executed as of the date first written above.

Executed as of the date first written above.

Executed as of the date first written above.

Executed as of the date first written above.

Executed as of the date first written above.

Executed as of the date first written above.

Executed as of the date first written above.

Executed as of the date first written above.

Executed as of the date first written above.

Executed as of the date first written above.

Executed as of the date first written above.

Executed as of the date first written above.

Executed as of the date first written above.

		DEUTSCHE BANK AG, TOKYO BRANCH, the Tokyo Branch of a German aktien gesellschaft as a Yen Lender
		By: Name:		/s/ ▇▇▇▇ ▇▇▇▇▇▇
		Title:		Director
		By: Name:		/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
		Title:		Director

Executed as of the date first written above.

		ING BANK N.V., TOKYO BRANCH, as a Yen Lender
		By: Name:		/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
		Title:		Vice President
		By: Name:		/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
		Title:		Chief Operating Officer

Executed as of the date first written above.

Executed as of the date first written above.

Executed as of the date first written above.

Executed as of the date first written above.

Executed as of the date first written above.

Executed as of the date first written above.

Executed as of the date first written above.

EXHIBIT A

CREDIT AGREEMENT

     

CUSIP Number: ▇▇▇▇▇▇▇▇▇

GLOBAL SENIOR CREDIT AGREEMENT

Dated as of October 6, 2005

among

PROLOGIS

and

CERTAIN AFFILIATE BORROWERS,
as Borrowers,

BANK OF AMERICA, N.A.,

as Global Administrative Agent, Collateral Agent, U.S. Funding Agent, U.S. Swing Line Lender,
and a U.S. L/C Issuer,

BANK OF AMERICA, N.A.,
acting through its Canada branch, as Canadian Funding Agent and a Canadian L/C Issuer,

ABN AMRO BANK N.V.,
as Euro Funding Agent, Euro Swing Line Lender, and a Euro L/C Issuer,

SUMITOMO MITSUI BANKING CORPORATION,
as a Global Co-Syndication Agent, Yen Funding Agent, KRW Funding Agent, and a Yen L/C Issuer,

THE ROYAL BANK OF SCOTLAND PLC and JPMORGAN CHASE BANK, N.A.,
as Global Co-Syndication Agents,

and

The Other Lenders Party Hereto

BANC OF AMERICA SECURITIES LLC, RBS SECURITIES INC.,
SUMITOMO MITSUI BANKING CORPORATION,

and

▇.▇. ▇▇▇▇▇▇ SECURITIES INC.
as Global Lead Arrangers and Global Book Runners

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS			1
1.1 Defined Terms			1
1.2 Other Interpretive Provisions			55
1.3 Accounting Terms			56
1.4 Exchange Rates; Currency Equivalents			57
1.5 Change of Currency			57
1.6 Times of Day			58
1.7 Determination of Letter of Credit Amounts and Whether a Letter of Credit is Outstanding			58
ARTICLE II U.S. COMMITMENTS AND U.S. CREDIT EXTENSIONS			58
2.1 U.S. Committed Loans			58
2.2 U.S. Fronting Loans			59
2.3 U.S. Committed Borrowings, Conversions and Continuations of U.S. Committed Loans			62
2.4 U.S. Letters of Credit			64
2.5 U.S. Swing Line Loans			65
2.6 U.S. Prepayments			68
ARTICLE III CANADIAN COMMITMENTS AND CANADIAN COMMITTED LOANS			69
3.1 Canadian Committed Loans			69
3.2 Canadian Committed Borrowings, Conversions and Continuations of Canadian Committed Loans			70
3.3 Canadian Letters of Credit			72
3.4 Canadian Prepayments			72
3.5 Termination of Canadian Commitments			73
ARTICLE IV EURO COMMITMENTS AND EURO CREDIT EXTENSIONS			73
4.1 Euro Committed Loans			73
4.2 Euro Fronting Loans			73
4.3 Euro Committed Borrowings, Conversions and Continuations of Euro Committed Loans			77
4.4 Euro Letters of Credit			78
4.5 Euro Swing Line Loans			79
4.6 Euro Prepayments			82
ARTICLE V YEN COMMITMENTS AND YEN CREDIT EXTENSION			84
5.1 Yen Committed Loans			84
5.2 Yen Fronting Loans			84
5.3 Yen Committed Borrowings, Conversions and Continuations of Yen Committed Loans			87
5.4 Yen Letters of Credit			89
5.5 Yen Prepayments			90

TABLE OF CONTENTS
(continued)

		Page
ARTICLE VI KRW COMMITMENTS AND KRW COMMITTED LOANS			91
6.1 KRW Committed Loans			91
6.2 Borrowings, Conversions and Continuations of KRW Committed Loans			91
6.3 Prepayments			92
6.4 Termination of KRW Commitments			93
ARTICLE VII GENERAL PROVISIONS APPLICABLE TO LETTERS OF CREDIT			93
7.1 Limitations on Obligations to Issue Letters of Credit			93
7.2 Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit			94
7.3 Drawings and Reimbursements; Funding of Participations			96
7.4 Repayment of Participations			98
7.5 Borrower Obligations Absolute			99
7.6 Role of L/C Issuer			100
7.7 Cash Collateral			100
7.8 Applicability of ISP			101
7.9 Letter of Credit Fees			101
7.10 Fronting Fee and Documentary and Processing Charges Payable to each L/C Issuer			102
7.11 Conflict with Issuer Documents			102
7.12 Letters of Credit Issued for Eligible Affiliate			102
ARTICLE VIII GENERAL PROVISIONS APPLICABLE TO LOANS			104
8.1 Minimum Amounts for Committed Borrowings, Conversions or Continuations and Prepayments			104
8.2 Termination or Reduction of Commitments and Removal of a Borrower			105
8.3 Repayment of Loans			106
8.4 Interest			107
8.5 Fees			109
8.6 Computation of Interest and Fees			111
8.7 Evidence of Debt and Promissory Note			112
8.8 Payments Generally; Global Administrative Agent’s Clawback			112
8.9 Sharing of Payments by Lenders in a Tranche			115
8.10 Extension of Initial Maturity Date			116
8.11 Additional Affiliate Borrowers			117
8.12 Reallocation of Commitments			119
8.13 Increase in Commitments			121
8.14 Establishment of Supplemental Tranche			123
ARTICLE IX TAXES, YIELD PROTECTION AND ILLEGALITY			124
9.1 Taxes			124
9.2 Illegality			127
9.3 Inability to Determine Rates			128
9.4 Increased Costs Generally			129
9.5 Compensation for Losses			131

TABLE OF CONTENTS
(continued)

		Page
9.6 Mitigation Obligations; Replacement of Lenders			131
9.7 Qualified Lender Status			132
9.8 Survival			132
ARTICLE X CONDITIONS PRECEDENT TO CREDIT EXTENSIONS			133
10.1 Conditions of Initial Credit Extension			133
10.2 Conditions to all Credit Extensions			134
ARTICLE XI REPRESENTATIONS AND WARRANTIES			135
11.1 Existence, Qualification and Power; Compliance with Laws			135
11.2 Authorization; No Contravention			135
11.3 Governmental Authorization; Other Consents			136
11.4 Binding Effect			136
11.5 Financial Statements			136
11.6 Litigation			136
11.7 No Default			137
11.8 Ownership of Property; Liens			137
11.9 Environmental Compliance			137
11.10 Insurance			137
11.11 Taxes			137
11.12 Pension Law Compliance			137
11.13 Margin Regulations; Investment Company Act			138
11.14 Disclosure			138
11.15 Compliance with Laws			139
11.16 Dutch Banking Act			139
11.17 Solvency			139
11.18 Exemption from ERISA; Plan Assets			139
11.19 Pledge of Unencumbered Pool Properties			139
ARTICLE XII AFFIRMATIVE COVENANTS			139
12.1 Financial Statements			139
12.2 Certificates; Other Information			140
12.3 Notices			142
12.4 Payment of Obligations			142
12.5 Preservation of Existence, Etc			142
12.6 Maintenance of Properties			143
12.7 Maintenance of Insurance			143
12.8 Compliance with Laws			143
12.9 Books and Records			143
12.10 Inspection Rights			143
12.11 Use of Proceeds			143
12.12 REIT Status			144
12.13 Guaranties			144
12.14 Collateral			144

TABLE OF CONTENTS
(continued)

		Page
12.15 Pledge by International Finance			145
12.16 Claims Pari Passu			145
ARTICLE XIII NEGATIVE COVENANTS			145
13.1 Investments			145
13.2 Secured Indebtedness; Subsidiary Indebtedness			145
13.3 Fundamental Changes			146
13.4 Dispositions			146
13.5 Restricted Payments			147
13.6 Change in Nature of Business			148
13.7 Transactions with Affiliates			148
13.8 Negative Pledge Agreements; Burdensome Agreements			148
13.9 Use of Proceeds			149
13.10 Financial Covenants			149
13.11 Unencumbered Pool Asset Value			149
13.12 International Finance			150
ARTICLE XIV EVENTS OF DEFAULT AND REMEDIES			150
14.1 Events of Default			150
14.2 Remedies Upon Event of Default			153
14.3 Application of Funds			154
ARTICLE XV AGENTS			154
15.1 Appointment and Authority			154
15.2 Rights as a Lender			155
15.3 Exculpatory Provisions			155
15.4 Reliance by Agents			156
15.5 Delegation of Duties			156
15.6 Resignation of Global Administrative Agent			156
15.7 Resignation of Funding Agents			157
15.8 Non-Reliance on Agents and Other Lenders			158
15.9 No Other Duties, Etc			159
15.10 Global Administrative Agent May File Proofs of Claim			159
15.11 Collateral and Guaranty Matters			160
15.12 Security Agency Agreement			160
ARTICLE XVI MISCELLANEOUS			160
16.1 Amendments, Etc			160
16.2 Notices; Effectiveness; Electronic Communication			162
16.3 No Waiver; Cumulative Remedies			165
16.4 Expenses; Indemnity; Damage Waiver			165
16.5 Payments Set Aside			167
16.6 Successors and Assigns			168

TABLE OF CONTENTS
(continued)

		Page
16.7 Treatment of Certain Information; Confidentiality			172
16.8 Right of Setoff			172
16.9 Interest Rate Limitation			173
16.10 Counterparts; Integration; Effectiveness			173
16.11 Severability			173
16.12 Replacement of Lenders			174
16.13 Additional Fronting Lenders; Change in Fronting Commitments			174
16.14 GOVERNING LAW; JURISDICTION; ETC			175
16.15 Waiver of Jury Trial			175
16.16 USA Patriot Act Notice			176
16.17 Know Your Customers			176
16.18 TMK Representation			177
16.19 Time of the Essence			177
16.20 Judgment Currency			177
16.21 Designation as Designated Senior Debt			178
16.22 Acknowledgment of Borrowers			178
16.23 ENTIRE AGREEMENT			178
16.24 Termination of Existing Credit Agreements			178
16.25 No Fiduciary Duty			178

SCHEDULES
1.1-1		Mandatory Cost Formulae
1.1-2		Unencumbered Pool Properties Owned by ProLogis and Eligible Consolidated Subsidiaries
2.1-1		Commitments, Applicable Global Percentages, and Applicable Tranche Percentages Prior to the Initial Maturity Date
		(a) U.S. Lenders
		(b) Canadian Lenders
		(c) Euro Lenders
		(d) Yen Lenders
		(e) KRW Lenders
2.1-2		Extended Commitments, Applicable Global Percentages, and Applicable Tranche Percentages on and After the Initial Maturity Date
		(a) U.S. Lenders
		(b) Euro Lenders
		(c) Yen Lenders
2.1-3		Extension Percentages
2.2-1		Fronting Lender Commitments Prior to the Initial Maturity Date
2.2-2		Fronting Lender Commitments on and After the Initial Maturity Date
2.3		Initial Borrowers
		(a) Initial U.S. Borrowers
		(b) Initial Canadian Borrowers
		(c) Initial Euro Borrowers
		(d) Initial Yen Borrowers
		(e) Initial KRW Borrowers
2.4		Existing Letters of Credit
		(a) U.S. Existing Letters of Credit
		(b) Euro Existing Letters of Credit
		(c) Yen Existing Letters of Credit
8.12-1		Pre-Approved Reallocations Prior to the Initial Maturity Date
8.12-2		Pre-Approved Reallocations on and After the Initial Maturity Date
10.1		Opinions
11.6		Litigation
11.9		Environmental Matters
12.13		Initial Subsidiary Guarantors
12.14		Initial Pledged Indebtedness
16.2		Global Administrative Agent’s Office; Certain Addresses for Notices
16.6		Processing and Recordation Fees

EXHIBITS
Form of
A-1		U. S. Committed Loan Notice
A-2		Canadian Committed Loan Notice
A-3		Euro Committed Loan Notice
A-4		Yen Committed Loan Notice
A-5		KRW Committed Loan Notice
B-1		U.S. Swing Line Loan Notice
B-2 C		Euro Swing Line Notice Compliance Certificate
D		Assignment and Assumption
E		Parent Guaranty
F		Subsidiary Guaranty
G-1		ProLogis Pledge Agreement
G-2		Subsidiary Pledge Agreement
H		Supplemental Addendum
I		Borrower’s Accession Agreement
J		Joinder Agreement
K		Increase Certificate

GLOBAL SENIOR CREDIT AGREEMENT

          This GLOBAL SENIOR CREDIT AGREEMENT is entered into as of October 6, 2005, among PROLOGIS, a Maryland real estate investment trust (“ProLogis”), Initial Affiliate Borrowers, each Eligible Affiliate that becomes a borrower hereunder pursuant to Section 8.11 (individually, an “Additional Affiliate Borrower” and collectively, “Additional Affiliate Borrowers;” ProLogis, Initial Affiliate Borrowers, and Additional Affiliate Borrowers are individually called a “Borrower” and collectively called “Borrowers”), Lenders (defined below), BANK OF AMERICA, N.A., as Global Administrative Agent, Collateral Agent, U.S. Funding Agent, U.S. Swing Line Lender, and a U.S. L/C Issuer, BANK OF AMERICA, N.A., acting through its Canada branch, as Canadian Funding Agent and a Canadian L/C Issuer, THE ROYAL BANK OF SCOTLAND PLC (successor to ABN AMRO Bank N.V.), as a Global Co-Syndication Agent, ABN AMRO BANK N.V., as Euro Funding Agent, Euro Swing Line Lender, and a Euro L/C Issuer, and SUMITOMO MITSUI BANKING CORPORATION, as a Global Co-Syndication Agent, Yen Funding Agent, KRW Funding Agent, and a Yen L/C Issuer.

          In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

     1.1 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

          “ABN AMRO” means ABN AMRO Bank N.V. and its successors.

          “ABR Rate” means (a) with respect to the Canadian Committed Loans in Canadian Dollars, for any day, the greatest of (i) the CDOR Rate plus one-half of one percent (0.5%), (ii) the Canadian Dollar Prime Rate, and (iii) the Daily Floating Eurocurrency Rate, and (b) with respect to Yen Committed Loans in Yen, the greater of (i) the Japanese Prime Rate, and (ii) the Daily Floating Yen Eurocurrency Rate. If at any time any rate described above is not available, then the applicable ABR Rate shall be determined by reference to the rate or rates, as applicable, that are available.

          “ABR Rate Loan” means a Canadian Committed Loan denominated in Canadian Dollars or a Yen Committed Loan denominated in Yen, in each case bearing interest at the ABR Rate.

          “Additional Affiliate Borrower” has the meaning specified in the introductory paragraph hereto.

          “Additional Fee Margin” means, at the time of determination thereof, the percentage per annum set forth below based upon the Rating Requirement:

Rating Requirement						Additional Fee Margin
▇▇▇▇▇’▇ Rating		S&P Rating		Fitch Rating		Additional Facility Fee				Utilization Fee
Less than Baa3 or not rated		Less than BBB- or not rated		Less than BBB- or not rated			0.350	%			2.400	%
▇▇▇▇		▇▇▇-		▇▇▇-			0.350	%			2.150	%
Baa2		BBB		BBB			0.300	%			2.150	%
Baa1		BBB+		BBB+			0.300	%			2.075	%
A3 or better		A- or better		A- or better			0.275	%			1.900	%

          “Adjusted EBITDA” means, for the Companies on a consolidated basis, net earnings before Preferred Dividends, plus amounts that have been deducted, and minus amounts that have been added for the following (without duplication):

     (a) Non-recurring losses and gains from Dispositions of assets (excluding Dispositions to any Property Fund and Dispositions to third parties in connection with the Companies’ development business);

     (b) Losses (gains) resulting from foreign currency exchange effects of settlement of Indebtedness and ▇▇▇▇-to-market adjustments associated with (i) intercompany Indebtedness between ProLogis and any of its Consolidated Subsidiaries and Unconsolidated Affiliates, (ii) third party Indebtedness of ProLogis and its Consolidated Subsidiaries, and (iii) Swap Contracts (other than those entered into for purely speculative purposes);

     (c) Arrangement fees and closing costs incurred in connection with the negotiation, documentation, and/or closing of this Agreement;

     (d) Fees and costs incurred in connection with the negotiation, documentation, and/or closing of each capital market offering, redemption of Indebtedness, business combination, and consent solicitation;

     (e) Losses (gains) from early extinguishment of Indebtedness; and

     (f) Losses (earnings) attributable to Unconsolidated Affiliates;

plus Allowed Unconsolidated Affiliate Earnings, plus all amounts deducted in calculating net earnings for Interest Expense (including cash and non-cash amounts), provisions for taxes based on income (including deferred income taxes), provisions for unrealized gains and losses, depreciation and amortization and the effect of any other non-cash item minus the amount, if any, by which Allowed Unconsolidated Affiliate Earnings exceed fifteen percent (15%) of the total of all of the foregoing. Notwithstanding the above, non-cash losses (gains) and any non-cash impairment of Investments, intangible assets, including goodwill, or other assets shall be added back to (in the case of write-downs, impairment charges, and losses) or deducted from (in

the case of gains) Adjusted EBITDA to the extent deducted (added) in the calculation of net earnings or Adjusted EBITDA (but without duplication).

          “Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by Global Administrative Agent or the applicable Funding Agent.

          “Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

          “Affiliate Borrowers” means, collectively, each Initial Affiliate Borrower and each Additional Affiliate Borrower; and “Affiliate Borrower” means any of the Affiliate Borrowers.

          “Agents” means, collectively, Global Administrative Agent, Collateral Agent, and the Funding Agents; and “Agent” means any of the Agents.

          “Aggregate Tranche Commitments” means, collectively, the U.S. Aggregate Commitments, the Euro Aggregate Commitments, the Canadian Aggregate Commitments, the Yen Aggregate Commitments, the KRW Aggregate Commitments, and each Supplemental Aggregate Commitment; and “Aggregate Tranche Commitment” means any of the Aggregate Tranche Commitments.

          “Agreement” means this Global Senior Credit Agreement.

          “Allocating Lender” has the meaning specified in Section 8.12.1.

          “Allowed Unconsolidated Affiliate Earnings” means distributions (excluding extraordinary or non-recurring distributions) received in cash from Unconsolidated Affiliates.

          “Alternative Currencies” means (a) for the U.S. Tranche, each of Euro, Sterling, Yen, and Canadian Dollars, (b) for the Euro Tranche, each of Dollars, Sterling, and Yen, (c) for the Yen Tranche, each of Dollars, Euro, and Sterling, and (d) for each Supplemental Tranche, each alternative currency set forth in the Supplemental Addendum.

          “Applicable Global Percentage” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Dollar Equivalent of the total Aggregate Tranche Commitments represented by the Dollar Equivalent of such Lender’s Commitments at such time. If the commitment of each Lender to make Loans and the obligation of each L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 14.2 or if the Aggregate Tranche Commitments have expired, then the Applicable Global Percentage of such Lender shall be the percentage (carried out to the ninth decimal place) of the Dollar Equivalent of the Total Global Outstandings held by such Lender (with the aggregate amount of such Lender’s risk participation and funded participation in L/C Obligations, Fronting Loans, and Swing Line Loans being deemed “held” by such Lender for purposes of this definition). Notwithstanding the foregoing, to the extent that on or after the Initial Maturity Date there are Canadian Total Outstandings or KRW Outstanding Amount and the Commitments under the Available Tranches have not been terminated and have not expired, then for purposes of calculating the Applicable Global Percentages, (a) the Dollar Equivalent of the Canadian Total

Outstandings and the KRW Outstanding Amount will be used for the purpose of determining the total Aggregate Tranche Commitments, and (b) the Dollar Equivalent of the Canadian Total Outstandings and the KRW Outstanding Amount of such Lender will be used for the purpose of determining such Lender’s Commitments at such time.

          “Applicable Margin” means, at the time of determination thereof, with respect to the applicable Borrowings, the percentage per annum set forth below based upon the Rating Requirement:

Rating Requirement						Applicable Margin
										Eurocurrency
						Base Rate				Rate Loans/
						Loans/ ABR				Substitute Rate
						Rate Loans/				Loans/ BA Rate				KRW
▇▇▇▇▇’▇		S&P		Fitch		Money Market				Loans/ Letter of				Rate				Facility
Rating		Rating		Rating		Rate Loans				Credit Fees				Loans				Fee
Less than Baa3 or not rated		Less than BBB- or not rated		Less than BBB- or not rated			0.250	%			0.950	%			1.250	%			0.300	%
▇▇▇▇		▇▇▇-		▇▇▇-			▇	%			0.750	%			1.050	%			0.250	%
Baa2		BBB		BBB			0	%			0.600	%			0.900	%			0.200	%
Baa1		BBB+		BBB+			0	%			0.475	%			0.775	%			0.150	%
A3 or better		A- or better		A- or better			0	%			0.450	%			0.750	%			0.125	%

          “Applicable Time” means, with respect to any borrowings and payments in any currency, the local time in the place of settlement for such currency as may be determined by Global Administrative Agent, the applicable Funding Agent, or the applicable L/C Issuer, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.

          “Applicable Tranche Lender” means, with respect to any Tranche, a Lender under such Tranche.

          “Applicable Tranche Percentage” means:

     (a) with respect to any U.S. Lender at any time, the percentage (carried out to the ninth decimal place) of the U.S. Aggregate Commitments represented by such U.S. Lender’s U.S. Commitment at such time. If the commitment of each U.S. Lender to make U.S. Loans and the obligation of each U.S. L/C Issuer to make U.S. L/C Credit Extensions have been terminated pursuant to Section 8.2 or 14.2 or if the U.S. Aggregate Commitments have expired, then the Applicable Tranche Percentage of such U.S. Lender shall be the percentage (carried out to the ninth decimal place) of the U.S. Total Outstandings represented by such U.S. Lender’s U.S. Credit Exposure. The Applicable Tranche Percentage of each U.S. Lender (i) as of the Third Amendment Effective Date is

set forth opposite the name of such U.S. Lender on Schedule 2.1-1(a) and (ii) as of the Initial Maturity Date is set forth opposite the name of such U.S. Lender on Schedule 2.1-2(a).

     (b) with respect to any Canadian Lender at any time, the percentage (carried out to the ninth decimal place) of the Canadian Aggregate Commitments represented by such Canadian Lender’s Canadian Commitment at such time. If the commitment of each Canadian Lender to make Canadian Committed Loans and the obligation of each Canadian L/C Issuer to make Canadian L/C Credit Extensions have been terminated pursuant to Section 3.5, 8.2 or 14.2 or if the Canadian Aggregate Commitments have expired, then the Applicable Tranche Percentage of such Canadian Lender shall be the percentage (carried out to the ninth decimal place) of the Canadian Total Outstandings represented by such Canadian Lender’s Canadian Credit Exposure. The Applicable Tranche Percentage of each Canadian Lender as of the Third Amendment Effective Date is set forth opposite the name of such Canadian Lender on Schedule 2.1-1(b).

     (c) with respect to any Euro Lender at any time, the percentage (carried out to the ninth decimal place) of the Euro Aggregate Commitments represented by such Euro Lender’s Euro Commitment at such time. If the commitment of each Euro Lender to make Euro Loans and the obligation of each Euro L/C Issuer to make Euro L/C Credit Extensions have been terminated pursuant to Section 8.2 or 14.2 or if the Euro Aggregate Commitments have expired, then the Applicable Tranche Percentage of such Euro Lender shall be the percentage (carried out to the ninth decimal place) of the Euro Total Outstandings represented by such Euro Lender’s Euro Credit Exposure. The Applicable Tranche Percentage of each Euro Lender (i) as of the Third Amendment Effective Date is set forth opposite the name of such Euro Lender on Schedule 2.1-1(c) and (ii) as of the Initial Maturity Date is set forth opposite the name of such Euro Lender on Schedule 2.1-2(b).

     (d) with respect to any Yen Lender at any time, the percentage (carried out to the ninth decimal place) of the Yen Aggregate Commitments represented by such Yen Lender’s Yen Commitment at such time. If the commitment of each Yen Lender to make Yen Committed Loans and the obligation of each Yen L/C Issuer to make Yen L/C Credit Extensions have been terminated pursuant to Section 8.2 or 14.2 or if the Yen Aggregate Commitments have expired, then the Applicable Tranche Percentage of such Yen Lender shall be the percentage (carried out to the ninth decimal place) of the Yen Total Outstandings represented by such Yen Lender’s Yen Credit Exposure. The Applicable Tranche Percentage of each Yen Lender (i) as of the Third Amendment Effective Date is set forth opposite the name of such Yen Lender on Schedule 2.1-1(d) and (ii) as of the Initial Maturity Date is set forth opposite the name of such Yen Lender on Schedule 2.1-2(c).

     (e) with respect to any KRW Lender at any time, the percentage (carried out to the ninth decimal place) of the KRW Aggregate Commitments represented by such KRW Lender’s KRW Commitment at such time. If the commitment of each KRW Lender to make KRW Committed Loans has been terminated pursuant to Section 6.4, 8.2 or 14.2 or if the KRW Aggregate Commitments have expired, then the Applicable

Tranche Percentage of such KRW Lender shall be the percentage (carried out to the ninth decimal place) of the KRW Outstanding Amount of all KRW Committed Loans held by such KRW Lender. The Applicable Tranche Percentage of each KRW Lender as of the Third Amendment Effective Date is set forth opposite the name of such KRW Lender on Schedule 2.1-1(e).

     (f) with respect to each Supplemental Tranche, the percentage set forth in the applicable Supplemental Addendum, as adjusted from time to time in accordance with this Agreement.

          “Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

          “Arrangers” means, collectively, Banc of America Securities LLC, RBS Securities Inc., Sumitomo Mitsui Banking Corporation, and ▇.▇. ▇▇▇▇▇▇ Securities Inc., each in its capacity as a global lead arranger and a global book runner under the Loan Documents.

          “Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

          “Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 16.6.2), and accepted by Global Administrative Agent and the applicable Funding Agent, in substantially the form of Exhibit D or any other form approved by Global Administrative Agent and the applicable Funding Agent.

          “Audited Financial Statements” means the audited consolidated balance sheet of the Companies for the fiscal year ended December 31, 2008 and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Companies, including the notes thereto.

          “Auto-Extension Letter of Credit” has the meaning set forth in Section 7.2.3.

          “Available Tranches” means (a) prior to the Initial Maturity Date, the Tranches, and (b) on and after the Initial Maturity Date, collectively, the U.S. Tranche, the Euro Tranche, the Yen Tranche, and each Supplemental Tranche; and “Available Tranche” means any of the Available Tranches.

          “BA Rate” means, for any Interest Period, with respect to a BA Rate Loan under the Canadian Tranche, the rate of interest per annum equal to the annual rate of interest quoted on the first day of such Interest Period by Canadian Funding Agent in accordance with its normal practice as being its rate of interest for bankers’ acceptances in Canadian Dollars for a face amount similar to the amount of the applicable BA Rate Loans and for a term similar to such Interest Period.

          “BA Rate Loan” means a Canadian Committed Loan that bears interest at the BA Rate. All BA Rate Loans shall be denominated in Canadian Dollars.

          “Bank of America” means Bank of America, N.A. and its successors.

          “Base Rate” means, with respect to Committed Loans denominated in Dollars for any day, a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by U.S. Funding Agent as its “prime rate”, and (c) the Daily Floating Eurocurrency Rate. If at any time any rate described above is not available, then the Base Rate shall be determined by reference to the rate or rates, as applicable, that are available. The “prime rate” is a rate set by U.S. Funding Agent based upon various factors including U.S. Funding Agent’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by U.S. Funding Agent shall take effect at the opening of business on the day specified in the public announcement of such change.

          “Base Rate Committed Loan” means any Committed Loan that is a Base Rate Loan.

          “Base Rate Loan” means a Loan that bears interest based on the Base Rate. All Base Rate Loans shall be denominated in Dollars.

          “Bond Documents” means (a) when used in connection with any U.S. Bond L/C, the Bonds or other evidences of indebtedness with respect to which such U.S. Bond L/C has been issued as credit support, together with any remarketing agreement, trust indenture, purchase agreement, purchased bond custody agreement, funding agreement, pledge agreement, loan agreement, and other documents executed pursuant to or in connection with such bonds or other evidences of indebtedness, and all amendments or supplements thereto, and (b) in all other cases, collectively, all Bond Documents as defined in the preceding clause (a) relating to U.S. Bond L/Cs then outstanding.

          “Bond Purchase Drawing” has the meaning specified in Section 7.13.2.

          “Bond Rights” has the meaning specified in Section 7.13.4.

          “Bonds” means revenue bonds issued by any Person for the purpose of financing, directly or indirectly, the development, operation, construction, or maintenance of infrastructure and housing projects involving any Company, or which projects are related to any Company’s business activities in the region in which the projects are being developed, and for which any Company has obtained credit support in the form of a U.S. Bond L/C for such revenue bonds.

          “Borrower” and “Borrowers” each has the meaning specified in the introductory paragraph hereto.

          “Borrower Accession Agreement” means a Borrower Accession Agreement substantially in the form of Exhibit I.

          “Borrower Materials” has the meaning specified in Section 12.2.

          “Borrowing” means any Committed Borrowing or any Swing Line Borrowing, as the context may require.

          “Business Day” means:

     (a) any day other than (i) a Saturday or Sunday or (ii) with respect to any Tranche, a day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the jurisdiction where the Funding Agent’s Office for such Tranche is located; and

     (b) (i) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such Eurocurrency Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, any such day on which dealings in deposits in Dollars are conducted by and between banks in the London interbank eurodollar market;

     (ii) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Eurocurrency Rate Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, a TARGET Day;

     (iii) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan or BA Rate Loan denominated in a currency other than Dollars or Euro, any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London, Toronto, Tokyo or other applicable offshore interbank market for such currency; and

     (iv) if such day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars or Euro in respect of a Eurocurrency Rate Loan or BA Rate Loans denominated in a currency other than Dollars or Euro, or any other dealings in any currency other than Dollars or Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan or BA Rate Loan (other than any interest rate settings), any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency.

          “Canadian Aggregate Commitments” means the Canadian Commitments of all Canadian Lenders.

          “Canadian Borrower” means each Borrower listed under the heading “Canadian Tranche” on Schedule 2.3 and any other Borrower added to the Canadian Tranche pursuant to Section 8.11 that is organized under the Laws of the United States or any other jurisdiction reasonably acceptable to Canadian Funding Agent and is qualified to do business in Canada.

          “Canadian Commitment” means, as to each Canadian Lender, its obligation to make Canadian Committed Loans to Canadian Borrowers pursuant to Section 3.1, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Canadian Lender’s name on the most recent Schedule 2.1-1(b) prepared by Global Administrative Agent or Canadian Funding Agent (or if the applicable assignment occurred after

such preparation, in the most recent Assignment and Assumption to which such Canadian Lender is a party), as such amount may be adjusted from time to time in accordance with this Agreement.

          “Canadian Committed Borrowing” means a borrowing consisting of simultaneous Canadian Committed Loans of the same Type, and, in the case of Eurocurrency Rate Loans or BA Rate Loans, having the same Interest Period made by each Canadian Lender pursuant to Section 3.1.

          “Canadian Committed Loan” has the meaning specified in Section 3.1.

          “Canadian Committed Loan Notice” means a notice of (a) a Canadian Committed Borrowing, (b) a conversion of Canadian Committed Loans from one Type to another, or (c) a continuation of Eurocurrency Rate Loans or BA Rate Loans, pursuant to Section 3.2.1, which, if in writing, shall be substantially in the form of Exhibit A-2.

          “Canadian Credit Exposure” means, for any Canadian Lender at any time, the aggregate Canadian Outstanding Amount of all Canadian Committed Loans of such Canadian Lender plus such Canadian Lender’s Applicable Tranche Percentage of the Canadian Outstanding Amount of all Canadian L/C Obligations.

          “Canadian Dollar Prime Rate” means, on any day, the per annum rate of interest most recently announced by Canadian Funding Agent as its reference rate then in effect for determining interest rates on Cdn$ denominated commercial loans in Canada.

          “Canadian Dollars” and the symbol “Cdn$” means the lawful currency of Canada.

          “Canadian Funding Agent” means Bank of America, acting through its Canada branch, in its capacity as Canadian funding agent under the Loan Documents, or any successor thereof.

          “Canadian Funding Agent’s Office” means, with respect to the Canadian Tranche, Canadian Funding Agent’s Office address and, as appropriate, account as set forth on Schedule 16.2 with respect to the Canadian Tranche, or (subject to Section 16.2.5) such other address or account with respect to the Canadian Tranche as Canadian Funding Agent may from time to time notify to ProLogis, Global Administrative Agent, the other Funding Agents, and Canadian Lenders.

          “Canadian L/C Borrowing” means an extension of credit resulting from a drawing under any Canadian Letter of Credit which has not been reimbursed on the date when made or refinanced as a Canadian Committed Borrowing. All Canadian L/C Borrowings shall be denominated in Canadian Dollars.

          “Canadian L/C Credit Extension” means, with respect to any Canadian Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

          “Canadian L/C Issuers” means Bank of America, acting through its Canada branch, in its individual capacity as a bank issuing Canadian Letters of Credit hereunder, and any other Canadian Lender, in its individual capacity, approved by Global Administrative Agent and

Canadian Funding Agent to issue Canadian Letters of Credit hereunder; and “Canadian L/C Issuer” means any one of the Canadian L/C Issuers.

          “Canadian L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Canadian Letters of Credit plus the aggregate of all Canadian Unreimbursed Amounts, including all Canadian L/C Borrowings.

          “Canadian Lenders” means each Lender listed on Schedule 2.1-1(b) and any Person that becomes a Canadian Lender pursuant to Section 8.13, and the successors and permitted assigns of any of the foregoing.

          “Canadian Letter of Credit” means any standby letter of credit issued under the Canadian Tranche. Canadian Letters of Credit may only be issued in Canadian Dollars.

          “Canadian Letter of Credit Sublimit” means an amount equal to the lesser of (a) Cdn$25,000,000 and (b) the Canadian Aggregate Commitments. The Canadian Letter of Credit Sublimit is part of, and not in addition to, the Canadian Aggregate Commitments.

          “Canadian Outstanding Amount” means: (a) with respect to Canadian Committed Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Canadian Committed Loans occurring on such date; and (b) with respect to Canadian L/C Obligations on any date, the aggregate outstanding amount of Canadian L/C Obligations on such date after giving effect to any Canadian L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the Canadian L/C Obligations as of such date, including as a result of any reimbursements by the applicable Canadian Borrower of Canadian Unreimbursed Amounts.

          “Canadian Required Lenders” means, as of any date of determination, Canadian Lenders having more than fifty percent (50%) of the Canadian Aggregate Commitments or, if the Canadian Aggregate Commitments have terminated, Canadian Lenders holding in the aggregate more than fifty percent (50%) of the aggregate Canadian Outstanding Amount of all Committed Loans and all Canadian L/C Obligations (with the aggregate amount of each Canadian Lender’s risk participation and funded participation in Canadian L/C Obligations being deemed “held” by such Canadian Lender for purposes of this definition); provided that the Canadian Commitment of, and the portion of the Canadian Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Canadian Required Lenders.

          “Canadian Total Outstandings” means the aggregate Canadian Outstanding Amount of all Canadian Committed Loans and all Canadian L/C Obligations.

          “Canadian Tranche” means the revolving credit facility described in Article III.

          “Canadian Unreimbursed Amount” means any unreimbursed amount under Section 7.3 with respect to a Canadian Letter of Credit.

          “Capital Expenditures” means, for any period, an amount equal to $0.20 per square foot on the portfolio square footage as most recently reported on a Form 10-Q or 10-K filed by or on behalf of ProLogis with the SEC.

          “Capital Lease” means any capital lease or sublease that has been (or under GAAP should be) capitalized on the balance sheet of the lessee.

          “Capitalization Rate” means the percentage rates set forth below:

	(a)		8.5% with respect to all Properties not located in Japan or Europe;
	(b)		6.5% with respect to all Properties located in Japan; and
	(c)		8.0% with respect to all Properties located in Europe.

          “Cash Collateralize” means, with respect to each Tranche that has a Letter of Credit subfacility, to pledge and deposit with or deliver to Collateral Agent, for the benefit of the L/C Issuers of such Tranche and Lenders of such Tranche, as collateral for the L/C Obligations of such Tranche, cash or deposit account balances in the applicable currency of the applicable Letter of Credit pursuant to documentation in form and substance satisfactory to Collateral Agent (which documents are hereby consented to by such Lenders). Derivatives of such term have corresponding meanings.

          “Cash Equivalents” means (a) direct obligations of the United States of America or any agency thereof, or obligations fully guaranteed by the United States of America or any agency thereof, provided that such obligations mature within one (1) year of the date of acquisition thereof, (b) commercial paper rated “A-1” (or higher) according to S&P, or “P-1” (or higher) according to Moody’s and maturing not more than one hundred and eighty (180) days from the date of acquisition thereof, (c) time deposits with, and certificates of deposit and bankers’ acceptances issued by any Lender or any other United States bank having capital surplus and undivided profits aggregating at least $1,000,000,000, and (d) mutual funds whose investments are substantially limited to the foregoing.

          “Catellus” means Catellus Development Corporation.

          “CDOR Rate” means, on any day, the per annum rate of interest (as reasonably determined by Canadian Funding Agent in a manner and amount identical to Canadian Funding Agent’s determination of such rate of interest with respect to similarly situated loans and borrowers) which is the rate based on an average rate applicable to Cdn$ bankers’ acceptances for a term equivalent to the term of the relevant requested Interest Period appearing on the “Reuters Screen CDOR Page” (as defined in the International Swap Dealer Association, Inc. definitions) as of 10:00 a.m. (Toronto time) on such date, or if such date is not a Business Day, then on the immediately preceding Business Day; provided that if such rates are not available, then the CDOR Rate for any day shall be calculated as the discount rate quoted by Canadian Funding Agent for its own Cdn$ bankers’ acceptances for the applicable period as of 10:00 a.m. (Toronto time) on such day, or if said day is not a Business Day, then on the immediately preceding Business Day.

          “Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any Law, (b) any change in any Law or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.

          “Change of Control” means an event or series of events by which:

     (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of twenty-five percent (25%) or more of the equity securities of ProLogis entitled to vote for members of the board of directors or equivalent governing body of ProLogis on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); or

     (b) during any period of twelve (12) consecutive months, a majority of the members of the board of directors or other equivalent governing body of ProLogis cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors); or

     (c) any Person or two or more Persons acting in concert shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation thereof, will result in its or their acquisition of the power to exercise, directly or indirectly, a controlling influence over the management or policies of ProLogis, or control over the equity securities of ProLogis entitled to vote for members of the board of directors or equivalent governing body of ProLogis on a fully-diluted basis (and taking into account all such securities that such Person or group has the right to acquire pursuant to any option right) representing twenty-five percent (25%) or more of the combined voting power of such securities.

          “Closing Date” means the first date all the conditions precedent in Section 10.1 are satisfied or waived in accordance with Section 16.1.

          “Code” means the Internal Revenue Code of 1986.

          “Collateral Agent” means Bank of America, in its capacity as Collateral Agent under the Guaranties, the Pledge Agreements, the Security Agency Agreement and any related document, or any successor in such capacity.

          “Commitment” means a Lender’s commitment under any Tranche.

          “Committed Borrowings” means, collectively, U.S. Committed Borrowings, Canadian Committed Borrowings, Euro Committed Borrowings, Yen Committed Borrowings, KRW Committed Borrowings, and each Supplemental Committed Borrowing; and “Committed Borrowing” means any one of the foregoing.

          “Committed Loan Notices” means, collectively, the U.S. Committed Loan Notice, the Canadian Committed Loan Notice, the Euro Committed Loan Notice, the Yen Committed Loan Notice, the KRW Committed Loan Notice, and each Supplemental Committed Loan Notice; and “Committed Loan Notice” means any one of the Committed Loan Notices.

          “Committed Loans” means, collectively, the U.S. Committed Loans, the Canadian Committed Loans, the Euro Committed Loans, the Yen Committed Loans, the KRW Committed Loans, and each Supplemental Committed Loan; and “Committed Loan” means any one of the Committed Loans.

          “Companies” means ProLogis and its Consolidated Subsidiaries; provided that for purposes of Sections 11.1, 11.2, 11.3, 11.4, 11.6, 11.7, 11.15, 11.18, and 14.1, “Companies” shall also include each Borrower that is not ProLogis or a Consolidated Subsidiary; and “Company” means any one of the Companies.

          “Compliance Certificate” means a certificate substantially in the form of Exhibit C.

          “Consolidated Leverage Ratio” means, as of any date, the ratio of (a) all Indebtedness of the Companies, on a consolidated basis, to (b) Total Asset Value.

          “Consolidated Subsidiary” means, with respect to any Person (a “Parent”), any other Person in which such Parent directly or indirectly holds an Equity Interest and which would be consolidated in the preparation of consolidated financial statements of such Parent in accordance with GAAP. Any reference herein or in any other Loan Document to a “Consolidated Subsidiary” shall, unless otherwise specified, be a reference to a Consolidated Subsidiary of ProLogis.

          “Consolidated Tangible Net Worth” means, for the Companies, on a consolidated basis, as of any date, (a) Total Assets (excluding intangible assets of the Companies), minus (b) all Liabilities, minus (c) minority interests in Consolidated Subsidiaries.

          “Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

          “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise

voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

          “Credit Extension” means the making of a Borrowing (but not a continuation or conversion thereof) or an L/C Credit Extension.

          “Credit Parties” means, collectively, each Agent, each Lender, each L/C Issuer, each Swing Line Lender, and each Fronting Lender.

          “Customary Permitted Liens” means Liens described in clauses (a), (b), (c), (d), (e), (f), (g), (h), (i), (l), (p), or (r) of the definition of “Permitted Liens”.

          “Customary Recourse Exceptions” means, with respect to any Non-Recourse Debt, exclusions from the exculpation provisions with respect to such Non-Recourse Debt for fraud, misapplication of cash, environmental claims, and other circumstances customarily excluded by institutional lenders from exculpation provisions and/or included in separate indemnification agreements in non-recourse financings of real estate.

          “Daily Floating Eurocurrency Rate” means, as of any date of determination, the per annum rate of interest equal to BBA LIBOR (as defined in clause (a) of the definition of “Eurocurrency Rate”), as published by Reuters (or another commercially available source providing quotations of BBA LIBOR as reasonably selected by Global Administrative Agent from time to time) at approximately 11:00 a.m. London time on the date of determination (or, if such day is not a Business Day, on the immediately preceding Business Day) for Dollar deposits being delivered in the London interbank market for a term of one (1) month commencing on that day.

          “Daily Floating Yen Eurocurrency Rate” means, as of any date of determination, the Eurocurrency Rate applicable to Eurocurrency Rate Loans denominated in Yen under the Yen Tranche with a term of one (1) month commencing on the date of determination (or, if such day is not a Business Day, on the immediately preceding Business Day).

          “Debt Service” means, for any Person for any period, the sum of the cash portion of Interest Expense plus any regularly scheduled principal payments on Indebtedness plus any operating lease payments related to transactions in which such Person or an Affiliate of such Person leases, as lessee, any Property or other assets that it owned and sold, transferred, or otherwise Disposed of to the lessor (or a predecessor in interest to the lessor); provided that Debt Service shall not include Excluded Debt Service.

          “Debtor Relief Laws” means Title 11 of the United States Code and all other applicable state or federal liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting rights of creditors generally.

          “Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

          “Default Rate” means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate or ABR Rate plus (ii) the Applicable Margin, if any, applicable to Base Rate Loans and ABR Rate Loans, plus (iii) 2% per annum; provided that with respect to a Eurocurrency Rate Loan, a BA Rate Loan, a Substitute Rate Loan, a KRW Rate Loan, a Money Market Rate Loan, and a Supplemental Rate Loan, if any, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Margin and any Mandatory Cost) otherwise applicable to such Loan plus 2% per annum, and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Margin plus 2% per annum.

          “Defaulting Lender” means any Lender that: (a) has failed to fund any Loan (including any portion of an applicable Fronting Loan), any participation in L/C Obligations, or any participation in a Swing Line Loan within one (1) Business Day of the date required to be funded by it hereunder, unless such failure has been cured; (b) has notified any Borrower, Global Administrative Agent, any Funding Agent, any L/C Issuer, or any Lender in writing that it does not intend to comply with any of its funding obligations hereunder, unless such notice has been withdrawn and the effect of such notice has been cured; (c) has failed, within three (3) Business Days after written request by Global Administrative Agent based on a reasonable belief that such Lender may be unwilling or unable to comply, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans (including any portion of an applicable Fronting Loan), participations in L/C Obligations, or participations in Swing Line Loans, unless such failure has been cured; (d) has otherwise failed to pay to Global Administrative Agent, any Funding Agent, any L/C Issuer, or any other Lender any other amount (other than a de minimus amount) required to be paid by it hereunder within three (3) Business Days of the date when due, unless the subject of a good faith dispute or such failure has been cured; or (e) has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment.

          “Designated Senior Debt” means (a) the Obligations and (b) all other Indebtedness of or guaranteed by ProLogis that (i) is not contractually subordinated to any other Indebtedness of ProLogis, (ii) at the time of issuance (or, in the case of Indebtedness arising under a revolving credit facility, at the time of effectiveness of such facility) is in (or has commitments to provide) an aggregate Dollar Equivalent amount (for all Indebtedness issued or commitments made concurrently on the same terms, regardless of whether held by multiple parties) of $25,000,000 or more, and (iii) is specifically designated by ProLogis in writing as “Designated Senior Debt.”

          “Disposition” or “Dispose” means the sale, transfer, license, lease, contribution, or other disposition (including any sale and leaseback transaction, but excluding charitable contributions) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

          “Disqualified Stock” means any of ProLogis’ Equity Interests which by its terms (or by the terms of any Equity Interests into which it is convertible or for which it is exchangeable or exercisable) (a) matures or is subject to mandatory redemption, pursuant to a sinking fund obligation or otherwise, (b) is convertible into or exchangeable or exercisable for a Liability or Disqualified Stock during the term of the credit agreement, (c) is redeemable during the term of the credit agreement at the option of the holder of such Equity Interests, or (d) otherwise requires any payments by ProLogis, in each case on or before the Extended Maturity Date.

          “Dollar” and “$” mean lawful money of the United States.

          “Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Foreign Currency, the equivalent amount thereof in Dollars as determined by Global Administrative Agent, the applicable Funding Agent, or the applicable L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (as of the most recent Revaluation Date) for the purchase of Dollars with such Foreign Currency.

          “Domestic Borrower” means, with respect to each Tranche, a Borrower under such Tranche that is not a Foreign Borrower under such Tranche.

          “Dutch Banking Act” means the Act on the Supervision of the Financial Markets dated September 28, 2006 (Wet op het Financieel Toezicht).

          “Dutch Borrower” means any Borrower that is organized under the Laws of The Netherlands.

          “Eligible Affiliate” means any Person in which ProLogis directly or indirectly holds an Equity Interest.

          “Eligible Assignee” means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; and (d) any other Person (other than a natural person) approved by (i) the applicable Funding Agents, the applicable L/C Issuers and the applicable Swing Line Lenders, and (ii) unless an Event of Default has occurred and is continuing, ProLogis (each such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, (A) “Eligible Assignee” shall not include ProLogis or any of ProLogis’ Affiliates or Consolidated Subsidiaries; (B) to the extent that a Lender is a Qualified Lender with respect to an outstanding Loan in which a Fronting Lender has funded a portion of such Loan, then an “Eligible Assignee” with respect to the assignment of such Loan by such Qualified Lender shall be a Qualified Lender; (C) so long as no Default exists, an “Eligible Assignee” of a Canadian Lender must be an authorized “foreign bank of Canada” (as defined in subsection 248(i) of the Income Tax Act (Canada)) which holds its interest in Canadian Committed Loans in the course of its “Canadian banking business” (as defined in subsection 248(i) of the Income Tax Act (Canada)) for the purposes of subsection 212 (13.3) of the Income Tax Act (Canada); (D) each “Eligible Assignee” shall be able to make the representations set forth in Section 9.1.5(a) with respect to the applicable Tranche; and (E) an “Eligible Assignee” with respect to the Yen Tranche shall qualify as an institution from which a TMK may, pursuant to the Laws of Japan, borrow money.

          “Eligible Consolidated Subsidiary” means a Consolidated Subsidiary (a) of which at least ninety percent (90%) of all of the issued and outstanding voting and beneficial Equity Interests are owned, directly or indirectly, by ProLogis free and clear of any Liens (other than Permitted Liens) and (b) that has no Indebtedness other than (i) Indebtedness hereunder, (ii) Non-Recourse Debt, (iii) Indebtedness arising out of assessment bonds, and (iv) Indebtedness (A) to ProLogis, (B) to a Subsidiary Guarantor, (C) to a Finance Subsidiary, (D) that is pledged pursuant to Section 12.14, and/or (E) that is not required to be pledged pursuant to Section 12.14 but is owed to another Eligible Consolidated Subsidiary or to a Person that would be an Eligible Consolidated Subsidiary except that it has liability with respect to Designated Senior Debt. For the avoidance of doubt, if two or more Persons would be Eligible Consolidated Subsidiaries except that they have Indebtedness among themselves, the existence of such Indebtedness shall not, in and of itself, disqualify any such Person from being an Eligible Consolidated Subsidiary.

          “EMU” means the European economic and monetary union in accordance with the Treaty of Rome 1957, as amended by the Single ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, the Maastricht Treaty of 1992 and the Amsterdam Treaty of 1998.

          “EMU Legislation” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

          “Encumbered Properties” means, any Properties or other assets that are subject to any Liens (other than Permitted Liens) securing any Liabilities.

          “Environmental Laws” means any and all Federal, state, provincial, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

          “Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of ProLogis, any other Loan Party or any of their respective Affiliates directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

          “Equity Interests” means, with respect to any Person, all shares of capital stock of (or other ownership or profit interests in) such Person, all warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person, and all other ownership, beneficial or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, in each case to the extent then outstanding; provided that the convertible senior notes of ProLogis that are outstanding as of the Third Amendment

Effective Date shall not constitute Equity Interests unless such notes are converted into capital stock of ProLogis.

          “ERISA” means the Employee Retirement Income Security Act of 1974.

          “ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with ProLogis within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

          “ERISA Event” means: (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by ProLogis or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by ProLogis or any ERISA Affiliate from a Multiemployer Plan or receipt by ProLogis or any ERISA Affiliate of notification that a Multiemployer Plan is in reorganization; (d) the filing by ProLogis or any ERISA Affiliate of a notice of intent to terminate any Pension Plan, the treatment of a Pension Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; or (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan.

          “Euro” and “EUR” mean the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.

          “Euro Aggregate Commitments” means, at any time, the Euro Commitments of all Euro Qualified Lenders and Euro Non-Qualified Lenders, provided that such Euro Aggregate Commitments shall not include the Fronting Commitments.

          “Euro Borrower” means each Borrower listed under the heading “Euro Tranche” on Schedule 2.3 and any other Borrower added to the Euro Tranche pursuant to Section 8.11.

          “Euro Commitment” means, as to each Euro Lender, its obligation to (a) make Euro Committed Loans to Euro Borrowers pursuant to Section 4.1, (b) purchase participations in Euro Fronting Loans to the extent such Euro Lender is a Euro Non-Qualified Lender, (c) purchase participations in Euro L/C Obligations, and (d) purchase participations in Euro Swing Line Loans, in the Euro Equivalent aggregate principal amount at any one time outstanding not to exceed (i) prior to the Initial Maturity Date, the amount set forth opposite such Euro Lender’s name on the most recent Schedule 2.1-1(c), or (ii) on and after the Initial Maturity Date, the amount set forth opposite such Euro Lender’s name on the most recent Schedule 2.1-2(b), each as prepared by Global Administrative Agent or Euro Funding Agent (or if the applicable assignment occurred after such preparation, in the most recent Assignment and Assumption to which such Euro Lender is a party), as such amount may be adjusted from time to time in accordance with this Agreement.

          “Euro Committed Borrowing” means a borrowing consisting of simultaneous Euro Committed Loans of the same Type, and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each Euro Lender (other than any applicable Euro Non-Qualified Lender) pursuant to Section 4.1.

          “Euro Committed Loan” has the meaning specified in Section 4.1, and shall include any Euro Fronting Loan made in connection with a Euro Committed Borrowing.

          “Euro Committed Loan Notice” means a notice of (a) a Euro Committed Borrowing, (b) a conversion of Euro Committed Loans from one Type to the other, or (c) a continuation of Eurocurrency Rate Loans, pursuant to Section 4.3.1, which, if in writing, shall be substantially in the form of Exhibit A-3.

          “Euro Credit Exposure” means, for any Euro Lender at any time, the aggregate Euro Outstanding Amount of all Euro Committed Loans (other than Euro Fronting Loans) of such Euro Lender plus such Euro Lender’s Applicable Tranche Percentage of the Euro Outstanding Amount of all Euro L/C Obligations and all Euro Swing Line Loans plus, as to any Euro Non-Qualified Lenders, the Euro Outstanding Amount of such Euro Lender’s participation in all applicable Euro Fronting Loans.

          “Euro Credit Extension” means each of the following: (a) a Euro Committed Borrowing, (b) a Euro Swing Line Borrowing, and (c) a Euro L/C Credit Extension.

          “Euro Equivalent” means, at any time, (a) with respect to any amount denominated in Euro, such amount, and (b) with respect to any amount denominated in any Alternative Currency under the Euro Tranche, the equivalent amount thereof in Euro as determined by Euro Funding Agent or the applicable Euro L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (as of the most recent Revaluation Date) for the purchase of Euro with such Alternative Currency.

          “Euro Existing Letters of Credit” means the letters of credit outstanding on the date hereof and described on Schedule 2.4(b).

          “Euro Fronting Loan” has the meaning specified in Section 4.2.1.

          “Euro Funding Agent” means ABN AMRO, in its capacity as Euro funding agent under the Loan Documents, or any successor Euro funding agent.

          “Euro Funding Agent’s Office” means, with respect to the Euro Tranche, Euro Funding Agent’s Office address and, as appropriate, account as set forth on Schedule 16.2 with respect to the Euro Tranche, or (subject to Section 16.2.5) such other address or account with respect to the Euro Tranche as Euro Funding Agent may from time to time notify to ProLogis, Global Administrative Agent, the other Funding Agents, and Euro Lenders.

          “Euro L/C Borrowing” means an extension of credit resulting from a drawing under any Euro Letter of Credit which has not been reimbursed on the date when made or refinanced as a Euro Committed Borrowing. All Euro L/C Borrowings shall be denominated in Euro or Sterling, as applicable.

          “Euro L/C Credit Extension” means, with respect to any Euro Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

          “Euro L/C Issuers” means ABN AMRO, in its individual capacity as a bank issuing Euro Letters of Credit hereunder, and any other Euro Lender, in its individual capacity, approved by Global Administrative Agent and Euro Funding Agent to issue Euro Letters of Credit hereunder, including each issuer of a Euro Existing Letter of Credit; and “Euro L/C Issuer” means any one of the Euro L/C Issuers.

          “Euro L/C Obligations” means, as of any date of determination, the aggregate amount available to be drawn under all outstanding Euro Letters of Credit plus the aggregate of all Euro Unreimbursed Amounts, including all Euro L/C Borrowings.

          “Euro Lenders” means (a) prior to the Initial Maturity Date, (i) each Lender listed on Schedule 2.1-1(c) and (ii) any Person that becomes a Euro Lender with an Initial Commitment pursuant to Section 8.13, and (b) on and after the Initial Maturity Date, (i) any Lender that has an Extended Commitment which consists in whole or in part of a Euro Commitment and (ii) any Person that becomes a Euro Lender pursuant to Section 8.13; in each case, including such Person’s successors and permitted assigns.

          “Euro Letter of Credit” means any standby letter of credit, bank guaranty, bank bond or comparable instrument issued under the Euro Tranche (including the Euro Existing Letters of Credit). Euro Letters of Credit may only be issued in Euro or Sterling.

          “Euro Letter of Credit Sublimit” means an amount equal to the lesser of (a) EUR 100,000,000 (or, on and after the Initial Maturity Date, EUR 50,000,000) and (b) the Euro Aggregate Commitments. The Euro Letter of Credit Sublimit is part of, and not in addition to, the Euro Aggregate Commitments.

          “Euro Loan” means an extension of credit by a Euro Lender to a Borrower under Article III in the form of a Euro Committed Loan or Euro Swing Line Loan.

          “Euro Non-Qualified Lender” means a Euro Lender that is not a Euro Qualified Lender.

          “Euro Outstanding Amount” means: (a) with respect to Euro Committed Loans (other than Euro Fronting Loans), the aggregate outstanding Euro Equivalent principal amount thereof after giving effect to any borrowings and repayments of Euro Committed Loans; (b) with respect to Euro Fronting Loans, the aggregate outstanding Euro Equivalent principal amount thereof after giving effect to any borrowings and repayments of Euro Fronting Loans; (c) with respect to Euro Swing Line Loans, the aggregate outstanding Euro Equivalent principal amount thereof after giving effect to any borrowings and repayments of Euro Swing Line Loans; and (d) with respect to any Euro L/C Obligations, the aggregate outstanding Euro Equivalent principal amount thereof after giving effect to any Euro L/C Credit Extension occurring on such date and any other change in the outstanding amount of the Euro L/C Obligations on such date, including as a result of any reimbursement by any Euro Borrower of Euro Unreimbursed Amounts.

          “Euro Qualified Lender” means, as of any date of determination, a Euro Lender that (a) has committed hereunder to make Euro Committed Loans in the applicable currency requested

by a Euro Borrower to be funded under the Euro Tranche, (b) is capable of making the requested Euro Committed Loans to the Foreign Borrower requesting such Euro Committed Loan without the imposition of any withholding taxes, and (c) to the extent the applicable Euro Borrower requesting a Euro Committed Loan is a TMK, is an institution from which such Euro Borrower may, pursuant to the Laws of Japan, borrow money.

          “Euro Required Lenders” means, as of any date of determination, Euro Lenders having more than fifty percent (50%) of the Euro Aggregate Commitments or, if the Euro Aggregate Commitments have terminated, Euro Lenders holding in the aggregate more than fifty percent (50%) of the Euro Total Outstandings (with the aggregate amount of each Euro Lender’s risk participation and funded participation in Euro L/C Obligations, Euro Fronting Loans, and Euro Swing Line Loans being deemed “held” by such Euro Lender for purposes of this definition); provided that the Euro Commitment of, and the portion of the Euro Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Euro Required Lenders.

          “Euro Swing Line” means the Euro revolving credit facility made available by Euro Swing Line Lender pursuant to Section 4.5.

          “Euro Swing Line Borrowing” means a borrowing of a Euro Swing Line Loan pursuant to Section 4.5.

          “Euro Swing Line Lender” means ABN AMRO in its capacity as provider of Euro Swing Line Loans, or any successor Euro swing line lender hereunder.

          “Euro Swing Line Loan” has the meaning specified in Section 4.5.1.

          “Euro Swing Line Loan Notice” means a notice of a Euro Swing Line Borrowing pursuant to Section 4.5.2, which, if in writing, shall be substantially in the form of Exhibit B-2.

          “Euro Swing Line Sublimit” means an amount equal to the lesser of (a) EUR 100,000,000 and (b) the Euro Aggregate Commitments. The Euro Swing Line Sublimit is part of, and not in addition to, the Euro Aggregate Commitments.

          “Euro Total Outstandings” means the aggregate Euro Outstanding Amount of all Euro Committed Loans (including all Euro Fronting Loans), all Euro Swing Line Loans, and all Euro L/C Obligations.

          “Euro Tranche” means the revolving credit facility described in Article IV.

          “Euro Unreimbursed Amount” means any unreimbursed amount under Section 7.3 with respect to a Euro Letter of Credit.

          “Eurocurrency Rate” means, for any Interest Period with respect to:

     (a) any Eurocurrency Rate Loan under the U.S. Tranche, any Eurocurrency Rate Loan under the Euro Tranche (other than Euro Loans denominated in Euro), any Eurocurrency Rate Loan under the Yen Tranche (other than Yen Committed Loans

denominated in Yen) and any Eurocurrency Rate Loan under the Canadian Tranche, the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or another commercially available source providing quotations of BBA LIBOR as designated by the applicable Funding Agent from time to time) at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period, for deposits in the relevant currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period. If such rate is not available at such time for any reason, then the “Eurocurrency Rate” for such Interest Period shall be the rate per annum determined by the applicable Funding Agent to be the rate at which deposits in the relevant currency for delivery on the first day of such Interest Period in Same Day Funds in the approximate amount of the Eurocurrency Rate Loan being made, continued or converted by such Funding Agent and with a term equivalent to such Interest Period would be offered by such Funding Agent’s London Branch (or other appropriate branch or Affiliate of such Funding Agent) to major banks in the London or other offshore interbank market for such currency at their request at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period.

     (b) any Eurocurrency Rate Loan denominated in Euro under the Euro Tranche for any Interest Period, the rate per annum equal to the offered quotation which appears on the Reuters Screen which displays the rate of the Banking Federation of the European Union for the Euro (being currently page “EURIBOR01”) for such Interest Period at approximately 11:00 a.m., Brussels time, two (2) Business Days prior to the commencement of such Interest Period for deposits in the relevant currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period or, if such page shall cease to be available, such other page or such other service for the purpose of displaying an average rate of the Banking Federation of the European Union as the Euro Funding Agent, after consultation with Euro Lenders and ProLogis, shall select. If such rate is not available at such time for any reason, and the Euro Funding Agent has not selected an alternative service on which a quotation is displayed, then the “Eurocurrency Rate” for such Interest Period shall be the arithmetic mean (rounded upwards to four decimal places) of the rates (as notified to the Euro Funding Agent) at which each Reference Bank was offering to prime banks in the European interbank market deposits in Euro for the relevant Interest Period at approximately 11:00 a.m., Brussels time, two (2) Business Days prior to the commencement of such Interest Period.

     (c) any Eurocurrency Rate Loans denominated in Yen under the Yen Tranche for any Interest Period, the rate which appears on the screen display “Reuters Screen TIBM” under the caption “Average 10 Banks” on the Reuters Service (or such other screen display or service as may replace it for purposes of displaying Tokyo interbank offered rates of prime banks for Yen deposits) at approximately 11:00 a.m., Tokyo time, two (2) Business Days prior to the commencement of such Interest Period, as the rate for deposits in Yen with a maturity comparable to such Interest Period. If no such rate is available on the Reuters Service (or such replacement), then the “Eurocurrency Rate” for such Interest Period shall be the interest rate offered for Yen deposits for a period comparable to that Interest Period which appears on the screen display designated as “Euro-▇▇▇ ▇▇▇▇▇” on page 23070 of the Telerate Service published by the Japanese

Banking Association (or such other screen display or service as may replace it for purposes of displaying Tokyo interbank offered rates of prime banks for Yen deposits). If such rate is not available on the Reuters Service (or such replacement) or the Telerate Screen (or such replacement), then the “Eurocurrency Rate” for such Interest Period shall be the rate per annum at which the Yen Funding Agent was offering to leading banks in the Tokyo interbank market deposits in Yen for a period equal to the applicable Interest Period at approximately 11:00 a.m., Tokyo time, two (2) Business Days prior to the commencement of such Interest Period. If such rate is not available on the Reuters Service (or such replacement) or the Telerate Screen (or such replacement) and Yen Funding Agent is unable to provide a rate referred to in the sentence above, then the “Eurocurrency Rate” for such Interest Period shall be the rate which is applied by Yen Funding Agent in Japan as its long-term prime lending rate on the relevant date to its Yen loans with terms exceeding one (1) year to its prime customers in Japan and which Yen Funding Agent confirms and notifies the applicable Borrower in writing as such.

     (d) any Supplemental Rate Loan under each Supplemental Tranche, as set forth in the applicable Supplemental Addendum.

          “Eurocurrency Rate Loan” means any Committed Loan that bears interest at a rate based on the Eurocurrency Rate.

          “Event of Default” has the meaning specified in Section 14.1.

          “Excluded Debt Service” means, for any period, any regularly scheduled principal payments on (a) any Indebtedness which pays such Indebtedness in full, but only to the extent that the amount of such final payment is greater than the scheduled principal payment immediately preceding such final payment, and (b) any Indebtedness (other than Secured Debt) that is rated at least Baa3 and BBB-, as the case may be, by at least two (2) of ▇▇▇▇▇’▇, S&P, and Fitch.

          “Excluded Taxes” means, with respect to any Agent, any Lender, any L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of any Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized, in which its principal office is located, in which it is otherwise conducting business and subject to such taxes or, in the case of any Lender, in which its applicable Lending Office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which such Borrower is located and (c) except as provided in the following sentence, in the case of a Foreign Lender (other than an assignee pursuant to a request by ProLogis under Section 16.13), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office) or is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 9.1.4, except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the applicable Borrower with respect to such withholding tax pursuant to Section 9.1.1. Notwithstanding anything to the contrary contained in this definition,

(x) prior to the Trigger Date, “Excluded Taxes” shall not include any withholding tax imposed at any time on payments made by or on behalf of a Foreign Obligor to any Lender hereunder or under any other Loan Document (regardless of whether a Fronting Lender was utilized to mitigate any withholding taxes), provided that such Lender shall have complied with the last paragraph of Section 9.1.4 and (y) on or after the Trigger Date, “Excluded Taxes” shall not include any withholding tax imposed at any time on payments made to any Lender hereunder or under any other Loan Documents (regardless of whether such Lender has complied with Section 9.1.4). Furthermore, “Excluded Taxes” shall not include any withholding tax imposed at any time on payments made by or on behalf of a Foreign Obligor to any Lender (other than a Fronting Lender acting in such capacity) with respect to any Loan that such Lender is required to make pursuant to Section 2.2.2(b) or 4.2.2(b).

          “Exemption Representation” has the meaning specified in Section 9.1.5(a).

          “Existing Credit Agreements” means, collectively, (a) the Multi-Currency Revolving Facility Agreement dated August 7, 2003, by and among PLD Europe Finance B.V. and ProLogis UK Funding B.V., as original borrower, ProLogis, as Parent, the guarantors named therein, ABN AMRO, as Facility Agent, and various lenders, (b) the Revolving Credit Facility Agreement dated August 5, 2003 by and among ProLogis Japan Finance Incorporated, as original borrower, certain additional borrowers, ProLogis, as guarantor, SMBC, as Agent, and various lenders, (c) the Credit Agreement dated November 18, 2004 by and among the borrowers named therein, ProLogis, as guarantor, Bank of America, acting through its Canadian branch, as Administrative Agent, and various lenders named therein, (d) the Credit Agreement (Multi-Year) dated November 8, 2002, by and among ProLogis, as a borrower and guarantor, the other borrowers named therein, Bank of America, as Administrative Agent, and various lenders, (e) the Credit Agreement (364-Day) dated November 8, 2002, by and among ProLogis, as borrower and guarantor, the other borrowers named therein, Bank of America, as Administrative Agent, and various lenders, (f) the Credit Agreement dated June 29, 2005, by and among ProLogis Macquarie Fund, as borrower, ProLogis, as guarantor, Bank of America, as Administrative Agent, and various lenders, and (g) the Term Loan Agreement dated September 29, 2005, among Bank of America, as Administrative Agent, the lenders party thereto, and ProLogis.

          “Existing Letters of Credit” means, collectively, the U.S. Existing Letters of Credit, the Euro Existing Letters of Credit, and the Yen Existing Letters of Credit.

          “Extended Availability Period” means the period from the Closing Date to the earliest of (a) the Extended Maturity Date, (b) for purposes of all Tranches, the date of termination of all the Aggregate Tranche Commitments pursuant to Section 8.2, (c) for purposes of any Tranche, the date of termination of the Aggregate Tranche Commitments for such Tranche pursuant to Section 8.2, and (d) the date of termination of the commitment of each Lender to make Loans and of the obligation of each L/C Issuer to make L/C Credit Extensions pursuant to Section 14.2.

          “Extended Commitment” means, with respect to each Lender as of any time of determination, the amount of such Lender’s Initial Commitment, if any, that has been extended pursuant to Section 8.10 until the Extended Maturity Date or increased pursuant to Section 8.13 after the Third Amendment Effective Date, including the portion of the Initial Commitment of such Lender that has been converted to an Extended Commitment as of such time of

determination. On and after the Third Amendment Effective Date, the Extended Commitments shall be the amounts set forth on Schedule 2.1-2, as such amounts may be increased, decreased, or assigned as permitted hereunder.

          “Extended Maturity Date” means August 21, 2012.

          “Extension Percentage” means, with respect to any Lender, the ratio (calculated on a Dollar Equivalent basis as in effect on the Third Amendment Effective Date) of such Lender’s Extended Commitments under all Tranches to such Lender’s Initial Commitments under all Tranches, as set forth on Schedule 2.1-3; provided that no Lender’s Extension Percentage shall exceed 100%. If any Lender, after the Third Amendment Effective Date and prior to the Initial Maturity Date (a) assigns any of its Commitments, then the Extension Percentages for such Lender and the assignee shall be recalculated by Global Administrative Agent as the ratio (calculated on a Dollar Equivalent basis as in effect on the Third Amendment Effective Date) of each such Lender’s Extended Commitments under all Tranches to each such Lender’s Initial Commitments under all Tranches, or (b) increases its Extended Commitments pursuant to the terms hereof, then the Extension Percentages for such Lender shall be recalculated by Global Administrative Agent as the ratio (calculated on a Dollar Equivalent basis as in effect on the Third Amendment Effective Date) of such Lender’s Extended Commitments under all Tranches to such Lender’s Initial Commitments under all Tranches.

          “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the immediately preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to U.S. Funding Agent on such day on such transactions as determined by U.S. Funding Agent.

          “Fee Letters” means, collectively, the fee letters entered into by and among ProLogis and certain Agents and/or certain Credit Parties.

          “Finance Subsidiary” means a Consolidated Subsidiary (a) of which at least ninety percent (90%) of all of the issued and outstanding voting and beneficial Equity Interests are owned, directly or indirectly, by International Finance free and clear of any Liens (other than Permitted Liens); (b) that engages in no material business other than (i) lending funds to ProLogis, other Companies or Unconsolidated Affiliates and (ii) activities incidental to the foregoing, and (c) that has no Indebtedness other than (x) Indebtedness hereunder, (y) Indebtedness to ProLogis, a Subsidiary Guarantor or another Finance Subsidiary and/or (z) Unsecured Debt to any Eligible Consolidated Subsidiary.

          “Fitch” means Fitch IBCA, Duff & ▇▇▇▇▇▇, a division of Fitch, Inc. (or any successor thereof) or, if Fitch no longer publishes ratings, then another ratings agency selected by ProLogis and reasonably acceptable to Global Administrative Agent.

          “Fitch Rating” means the most recently-announced rating from time to time of Fitch assigned to any class of long-term senior, unsecured (or secured solely pursuant to the Pledge Agreements) debt securities issued by ProLogis, as to which no letter of credit, guaranty, or third party credit support is in place, regardless of whether all or any part of such Indebtedness has been issued at the time such rating was issued.

          “Fixed Charge Coverage Ratio” means, as of the last day of any fiscal quarter, the ratio of (a) (i) Adjusted EBITDA, minus (ii) Capital Expenditures, to (b) the sum of (i) Debt Service in respect of all Indebtedness, plus (ii) Preferred Dividends, in each case for the Companies on a consolidated basis and for the four (4) fiscal quarters ending on the date of determination.

          “Foreign Borrower” means a Borrower that (a) with respect to the U.S. Tranche, (i) is not organized under the Laws of a jurisdiction of the United States, a State thereof or the District of Columbia or (ii) is organized under the Laws of a jurisdiction of the United States, a State thereof or the District of Columbia but is domiciled and operating in another jurisdiction that results in U.S. Loans to such Borrower being subject to withholding taxes, (b) with respect to the Canadian Tranche, (i) is not organized under the Laws of Canada, or (ii) is organized under the Laws of Canada but is domiciled and operating in another jurisdiction that results in Canadian Committed Loans to such Borrower being subject to withholding taxes, (c) with respect to the Euro Tranche, (i) is not organized under the Laws of The Netherlands, or (ii) is organized under the Laws of the Netherland but is domiciled and operating in another jurisdiction that results in Euro Loans to such Borrower being subject to withholding taxes, (d) (i) with respect to the Yen Tranche, is not organized under the Laws of Japan, or (ii) is organized under the Laws of Japan but is domiciled and operating in another jurisdiction that results in Yen Loans to such Borrower being subject to withholding taxes, (e) with respect to the KRW Tranche, (i) is not organized under the Laws of The Republic of Korea, or (ii) is organized under the Laws of The Republic of Korea but is domiciled and operating in another jurisdiction that results in KRW Loans to such Borrower being subject to withholding taxes, and (f) with respect to a Supplemental Tranche, (i) is not organized under the Laws of the applicable Supplemental Primary Location or (ii) is organized under the Laws of the applicable Supplemental Primary Location but is domiciled and operating in another jurisdiction that results in Supplemental Loans to such Borrower being subject to withholding taxes.

          “Foreign Currency” means any currency other than Dollars.

          “Foreign Currency Equivalent” means with respect to an amount denominated in a Primary Currency of any Tranche, the equivalent in the applicable Alternative Currency of such amount determined at the Spot Rate for the purchase of such Alternative Currency with the applicable Primary Currency, as determined by the applicable Funding Agent on the most recent Revaluation Date applicable to such amount.

          “Foreign Lender” means a Lender under a Tranche that cannot make Loans to the Domestic Borrowers under such Tranche without the imposition of a withholding tax.

          “Foreign Obligor” means a Loan Party that (a) with respect to the U.S. Tranche, (i) is not organized under the Laws of a jurisdiction of the United States, a State thereof or the District of Columbia or (ii) is organized under the Laws of a jurisdiction of the United States, a State

thereof or the District of Columbia but is domiciled and operating in another jurisdiction that results in U.S. Loans to such Loan Party being subject to withholding taxes, (b) with respect to the Canadian Tranche, (i) is not organized under the Laws of Canada, or (ii) is organized under the Laws of Canada but is domiciled and operating in another jurisdiction that results in Canadian Committed Loans to such Loan Party being subject to withholding taxes, (c) with respect to the Euro Tranche, (i) is not organized under the Laws of The Netherlands, or (ii) is organized under the Laws of the Netherland but is domiciled and operating in another jurisdiction that results in Euro Loans to such Loan Party being subject to withholding taxes, (d) (i) with respect to the Yen Tranche, is not organized under the Laws of Japan, or (ii) is organized under the Laws of Japan but is domiciled and operating in another jurisdiction that results in Yen Loans to such Loan Party being subject to withholding taxes, (e) with respect to the KRW Tranche, (i) is not organized under the Laws of The Republic of Korea, or (ii) is organized under the Laws of The Republic of Korea but is domiciled and operating in another jurisdiction that results in KRW Loans to such Loan Party being subject to withholding taxes, and (f) with respect to a Supplemental Tranche, (i) is not organized under the Laws of the applicable Supplemental Primary Location or (ii) is organized under the Laws of the applicable Supplemental Primary Location but is domiciled and operating in another jurisdiction that results in Supplemental Loans to such Loan Party being subject to withholding taxes.

          “FRB” means the Board of Governors of the Federal Reserve System of the United States.

          “Fronting Commitment” means, with respect to any Fronting Lender, (a) prior to the Initial Maturity Date, the aggregate Dollar Equivalent amount of Fronting Loans that such Fronting Lender has agreed to make as set forth on Schedule 2.2-1, and (b) on and after the Initial Maturity Date, an aggregate Dollar Equivalent amount of Fronting Loans that such Fronting Lender has agreed to make as set forth on Schedule 2.2-2, in each case, as such amount may be adjusted in accordance with Section 16.13.

          “Fronting Lender Election” means the election by ProLogis, in consultation with the applicable Funding Agent, of one or more Fronting Lenders to make the applicable Fronting Loans, provided that to the extent ProLogis does not make such election as to which Fronting Lenders fund such Fronting Loan within one (1) Business Day after a request for such information by the applicable Funding Agent, then such Funding Agent, to the extent that it is a Fronting Lender, shall fund such Fronting Loan in its capacity as a Fronting Lender; provided further that if such Funding Agent, in its capacity as Fronting Lender, is unable to fund any portion of such Fronting Loan due to the limitations set forth in Section 2.2.1, 4.2.1, or 5.2.1, as applicable, then the Fronting Loan (or the applicable portion thereof) shall be funded by the other Fronting Lenders in the order of the Fronting Lenders with the highest unused Fronting Commitments.

          “Fronting Lenders” means (a) prior to the Initial Maturity Date, each of the Lenders listed on Schedule 2.2-1, and (b) on and after the Initial Maturity Date, each of the Lenders listed on Schedule 2.2-2, and, in each case, each successor or additional Fronting Lender hereunder, and “Fronting Lender” means any one of the Fronting Lenders.

          “Fronting Loans” means, collectively, the U.S. Fronting Loans, the Euro Fronting Loans, and the Yen Fronting Loans, and “Fronting Loan” means any of the Fronting Loans.

          “Fronting Portion” means, with respect to any Fronting Loan, the portion of such Fronting Loan that is funded by the applicable Fronting Lender, as determined by the Funding Agent for the applicable Tranche.

          “Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

          “Funding Agents” means, collectively, U.S. Funding Agent, Canadian Funding Agent, Euro Funding Agent, Yen Funding Agent, KRW Funding Agent, and each Supplemental Funding Agent; and “Funding Agent” means any of the Funding Agents.

          “Funding Agents’ Offices” means, collectively, the U.S. Funding Agent’s Office, the Canadian Funding Agent’s Office, the Euro Funding Agent’s Office, the Yen Funding Agent’s Office, the KRW Funding Agent’s Office, and each Supplemental Funding Agent’s Office; and “Funding Agent’s Office” means any one of the Funding Agents’ Offices.

          “Funding Shortfall” means, at any time with respect to a Defaulting Lender under a particular Tranche, (a) such Lender’s Applicable Tranche Percentage times the Outstanding Amount of all Loans (including the portion of the Loans that has not been funded by Defaulting Lenders) under such Tranche minus (b) the Outstanding Amount of all Loans (excluding the portion of the Loans that has not been funded by Defaulting Lenders) under such Tranche held by such Lender at such time.

          “GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

          “Global Administrative Agent” means Bank of America, in its capacity as global administrative agent under the Loan Documents, or any successor in such capacity.

          “Global Administrative Agent’s Office” means, with respect to any currency, Global Administrative Agent’s address and, as appropriate, account as set forth on Schedule 16.2 with respect to such currency, or (subject to Section 16.2.5) such other address or account with respect to such currency as Global Administrative Agent may from time to time notify to ProLogis, the Funding Agents, and Lenders.

          “Governmental Authority” means the government of the United States or any other nation, or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to

government (including any supra-national bodies such as the European Union or the European Central Bank).

          “Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. Guarantees shall not include contingent obligations under any Special Limited Contribution Agreement (“SLCA”) in connection with certain of such Person’s contributions of Properties to Property Funds pursuant to which a Company is obligated to make additional capital contributions to the respective Property Fund under certain circumstances unless the obligations under such SLCA are required under GAAP to be included in “liabilities” on the balance sheet of the Companies. The term “Guarantee” as a verb has a corresponding meaning.

          “Guaranties” means the Parent Guaranty and each Subsidiary Guaranty.

          “Guarantors” means, collectively, ProLogis and each Subsidiary Guarantor, and “Guarantor” means any of the Guarantors.

          “Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

          “Honor Date” has the meaning specified in Section 7.3.1.

          “Increasing Lender” has the meaning specified in Section 8.13.1.

          “Indebtedness” means for any Person, without duplication, all monetary obligations of such Person, excluding trade payables and accrued expenses (including deferred tax liabilities

except as expressly provided below) incurred in the ordinary course of business or for which reserves in accordance with GAAP or otherwise reasonably acceptable to Global Administrative Agent have been provided, (a) for borrowed money, (b) evidenced by bonds, debentures, notes, or similar instruments, (c) to pay the deferred purchase price of property or services except (i) obligations incurred in the ordinary course of business to pay the purchase price of stock so long as such obligations are paid within customary settlement terms, and (ii) obligations to purchase stock (other than stock of ProLogis or any of its Consolidated Subsidiaries or Affiliates) pursuant to subscription or stock purchase agreements in the ordinary course of business, (d) secured by a Lien existing on any property of such Person, whether or not such obligation shall have been assumed by such Person; provided that the amount of any Indebtedness under this clause (d) that has not been assumed by such Person shall be equal to the lesser of the stated amount of such Indebtedness or the fair market value of the property securing such Indebtedness, (e) arising under Capital Leases to the extent included on a balance sheet of such Person, (f) arising under Swap Contracts exclusive of interest rate contracts purchased to hedge indebtedness in the ordinary course of business and net of obligations owed to such Person under Swap Contracts, (g) arising under any Guarantee of such Person (other than (i) endorsements in the ordinary course of business of negotiable instruments or documents for deposit or collection, (ii) indemnification obligations and purchase price adjustments pursuant to acquisition agreements entered into in the ordinary course of business and (iii) any Guarantee of Liabilities of a third party that do not constitute Indebtedness), and (h) Settlement Debt. The amount of any Indebtedness shall be determined without giving effect to any ▇▇▇▇-to-market increase or decrease resulting from the purchase accounting impact of corporate or portfolio acquisitions or any ▇▇▇▇-to-market remeasurement of the amount of any Indebtedness denominated in a Foreign Currency. Indebtedness shall not include obligations under any assessment, performance, bid or surety bond or any similar bonding obligation.

          “Indemnified Taxes” means Taxes other than Excluded Taxes.

          “Indemnitees” has the meaning specified in Section 16.4.2.

          “Industrial Property” means a Property that is used for manufacturing, processing, warehousing or retail purposes.

          “Information” has the meaning specified in Section 16.7.

          “Initial Affiliate Borrowers” means the Eligible Affiliates that are listed on Schedule 2.3.

          “Initial Availability Period” means the period from the Closing Date to the earliest of (a) the Initial Maturity Date, (b) for purposes of all Tranches, the date of termination of all the Aggregate Tranche Commitments pursuant to Section 8.2, (c) for purposes of any Tranche, the date of termination of the Aggregate Tranche Commitments for such Tranche pursuant to Section 8.2, and (d) the date of termination of the commitment of each Lender to make Loans and of the obligation of each L/C Issuer to make L/C Credit Extensions pursuant to Section 14.2.

          “Initial Commitment” means a Lender’s commitment under any Tranche prior to the Initial Maturity Date.

          “Initial Maturity Date” means October 6, 2010.

          “Interest Expense” means, for any Person for any period, (a) all interest expense on such Person’s Indebtedness (whether direct, indirect, or contingent, and including interest on all convertible Liabilities), minus (b) amortized loan fees to the extent previously paid in cash, plus (c) Restricted Payments of any kind or character or other proceeds paid or payable with respect to any Disqualified Stock, plus (d) capitalized interest of such Person accruing after December 31, 2009.

          “Interest Payment Date” means, (a) as to any Eurocurrency Rate Loan (including any Euro Swing Line Loan) and any BA Rate Loan, (i) the last day of each Interest Period applicable to such Loan and (ii) (1) the Initial Maturity Date if such Loan is a Loan under the Canadian Tranche or the KRW Tranche, or held by a Lender with no Extended Commitment, or (2) the Extended Maturity Date if such Loan is held by a Lender with an Extended Commitment; provided that if any Interest Period for a Eurocurrency Rate Loan or BA Rate Loan exceeds three (3) months, the respective dates that fall every three (3) months after the beginning of such Interest Period shall also be Interest Payment Dates; (b) as to any Base Rate Loan, Money Market Rate Loan, ABR Rate Loan, or KRW Rate Loan, (i) the last Business Day of each March, June, September and December and (ii) (1) the Initial Maturity Date if such Loan is a Loan under the Canadian Tranche or the KRW Tranche, or held by a Lender with no Extended Commitment, or (2) the Extended Maturity Date if such Loan is held by a Lender with an Extended Commitment; and (c) as to any Supplemental Rate Loan that is not a Eurocurrency Rate Loan, the dates set forth in the applicable Supplemental Addendum.

          “Interest Period” means, as to each Eurocurrency Rate Loan or BA Rate Loan, the period commencing on the date such Eurocurrency Rate Loan or BA Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan or BA Rate Loan, as applicable, and ending on the date seven (7) days or fourteen (14) days (to the extent available for the requested currency), or one (1), two (2), three (3) or six (6) months thereafter, as selected by the applicable Borrower in the applicable Committed Loan Notice; provided that:

     (a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such next succeeding Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Business Day;

     (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

     (c) no Interest Period shall extend beyond (i) the Initial Maturity Date if such Loan is a Loan under the Canadian Tranche or the KRW Tranche, or held by a Lender with no Extended Commitment, or (ii) the Extended Maturity Date for any portion of a Loan that was funded pursuant to an Extended Commitment.

          “Internal Control Event” means a material weakness in, or fraud that involves management or other employees who have a significant role in, ProLogis’ internal controls over financial reporting, in each case as described in the Securities Laws.

          “International Finance” means PLD International Finance LLC, a Delaware limited liability company.

          “Investment” in any Person, Property, or other asset means any investment, whether by means of stock, purchase, loan, advance, extension of credit, capital contribution, or otherwise, in or to a Person, the guaranty of any Liabilities of a Person, or the subordination of any claim against a Person to other Liabilities of such Person. The amount of any Investment shall be determined in accordance with GAAP; provided that the amount of the Investment in Properties shall be calculated based upon the undepreciated Investment in such Property.

          “IRS” means the United States Internal Revenue Service.

          “ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance of such Letter of Credit).

          “Issuer Documents” means with respect to any Letter of Credit, the applicable Letter of Credit Application, and any other document, agreement and instrument entered into by the applicable L/C Issuer and the applicable Borrower (or any Eligible Affiliate) or in favor of the applicable L/C Issuer and relating to any Letter of Credit.

          “Japan Properties Fund” means the entity commonly referred to as ProLogis Japan Properties Fund, formally named PLD/RECO Japan TMK Property Trust, a Japan Trust, and any other Property Fund that predominantly holds Properties in Japan.

          “Japanese Prime Rate” means, on any day, the per annum rate of interest as publicly announced by Yen Funding Agent as its “short prime rate” in Japan. The “short prime rate” is a rate set by Yen Funding Agent based on various factors, including Yen Funding Agent’s costs and desired return, general economic conditions, and other factors, and is used as a reference point for pricing some loans, which may be priced at, above or below such announced rate. Any change in such rate announced by Yen Funding Agent shall take effect at the opening of business on the day specified in the public announcement of such change.

          “KRW” means the lawful currency of The Republic of Korea.

          “KRW Aggregate Commitments” means the KRW Commitments of all KRW Lenders.

          “KRW Borrower” means each Borrower listed under the heading “KRW Tranche” on Schedule 2.3 and any other Borrower added to the KRW Tranche pursuant to Section 8.11 that is organized under the Laws of Korea.

          “KRW Commitment” means, as to each KRW Lender, its obligation to make KRW Committed Loans to KRW Borrowers pursuant to Section 6.1, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such KRW Lender’s name on the most recent Schedule 2.1-1(e) prepared by Global Administrative Agent or KRW Funding Agent (or if the applicable assignment occurred after such preparation, in the most recent Assignment and Assumption to which such KRW Lender is a party), as such amount may be adjusted from time to time in accordance with this Agreement.

          “KRW Committed Borrowing” means a borrowing consisting of simultaneous KRW Committed Loans made by each Lender pursuant to Section 6.1.

          “KRW Committed Loan” has the meaning specified in Section 6.1.

          “KRW Committed Loan Notice” means a notice of a KRW Committed Borrowing, pursuant to Section 6.2.1, which, if in writing, shall be substantially in the form of Exhibit A-5.

          “KRW Funding Agent” means SMBC, in its capacity as KRW funding agent under the Loan Documents, or any successor in such capacity.

          “KRW Funding Agent’s Office” means, with respect to the KRW Tranche, KRW Funding Agent’s Office address and, as appropriate, account as set forth on Schedule 16.2 with respect to the KRW Tranche, or (subject to Section 16.2.5) such other address or account with respect to the KRW Tranche as KRW Funding Agent may from time to time notify to ProLogis, Global Administrative Agent, the other Funding Agents, and KRW Lenders.

          “KRW Lenders” means each Lender listed on Schedule 2.1-1(e) and any Person that becomes a KRW Lender pursuant to Section 8.13, and the successors and permitted assigns of any of the foregoing.

          “KRW Outstanding Amount” means with respect to KRW Committed Loans on any date, the amount in KRW of the aggregate outstanding principal amount thereof after giving effect to any borrowings and repayments of such KRW Committed Loans occurring on such date.

          “KRW Rate” means, with respect to a KRW Rate Loan under the KRW Tranche, for any day the sum of (a) a fluctuating rate per annum equal to the final quotation yield rate for the ninety-one (91) days KRW denominated negotiable certificates of deposit as quoted by the Korea Securities Dealers Association; provided that if such quotation is not available, KRW Lenders shall determine the KRW Rate on the basis of another comparable source or sources reasonably selected by them, plus (b) the amount of any fee or other charge, if any, charged by any applicable Governmental Authority on KRW Rate Loans (as of the Third Amendment Effective Date, the current fee is 0.40%). Any change in such rate announced by the Korea Securities Dealers Association shall take effect at the opening of business on the day specified in the public announcement of such change.

          “KRW Rate Loan” means a KRW Committed Loan that bears interest at the KRW Rate.

          “KRW Required Lenders” means, as of any date of determination, KRW Lenders having more than fifty percent (50%) of the KRW Aggregate Commitments or, if the KRW Aggregate Commitments have terminated, KRW Lenders holding in the aggregate more than fifty percent (50%) of the aggregate KRW Outstanding Amount; provided that the KRW Commitment of, and the portion of the KRW Outstanding Amount held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of KRW Required Lenders.

          “KRW Tranche” means the revolving credit facility described in Article VI.

          “Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

          “L/C Advance” means, with respect to each Lender under a particular Tranche, such Lender’s funding of its participation in any L/C Borrowing under such Tranche in accordance with its Applicable Tranche Percentage. All U.S. L/C Advances shall be denominated in Dollars. All Canadian L/C Advances shall be denominated in Canadian Dollars. All Euro L/C Advances shall be denominated in Euro or Sterling, as applicable. All Yen L/C Advances shall be denominated in Yen.

          “L/C Borrowing” means a Canadian L/C Borrowing, a Euro L/C Borrowing, a U.S. L/C Borrowing, or a Yen L/C Borrowing, as applicable.

          “L/C Credit Extensions” means, collectively, each U.S. L/C Credit Extension, each Canadian L/C Credit Extension, each Euro L/C Credit Extension, each Yen L/C Credit Extension, and each Supplemental L/C Credit Extensions; and “L/C Credit Extension” means any one of the L/C Credit Extensions.

          “L/C Issuers” means, collectively, each U.S. L/C Issuer, each Canadian L/C Issuer, each Euro L/C Issuer, each Yen L/C Issuer, and each Supplemental L/C Issuer; and “L/C Issuer” means any one of the L/C Issuers.

          “L/C Obligations” means, collectively, the Dollar Equivalent of all of the U.S. L/C Obligations, Canadian L/C Obligations, the Euro L/C Obligations, the Yen L/C Obligations, and each Supplemental L/C Obligation.

          “Lenders” means, collectively, U.S. Lenders, Canadian Lenders, Euro Lenders, Yen Lenders, KRW Lenders, and Supplemental Lenders, and, as the context requires, includes the Fronting Lenders and the Swing Line Lenders.

          “Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify ProLogis, Global Administrative Agent, and Funding Agent for the Tranche in which Lender has a commitment or outstandings.

          “Letter of Credit Application” means, an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the applicable L/C Issuer.

          “Letter of Credit Expiration Date” means: (a) with respect to any Canadian Letter of Credit, the day that is the one (1) year anniversary after the Initial Maturity Date; (b) with respect to any other Letter of Credit, the day that is the one (1) year anniversary after the Extended

Maturity Date; in each case, if such day is not a Business Day, the immediately preceding Business Day.

          “Letter of Credit Fee” has the meaning specified in Section 7.9.

          “Letter of Credit Sublimit” means any of the U.S. Letter of Credit Sublimit, the Canadian Letter of Credit Sublimit, the Euro Letter of Credit Sublimit, the Yen Letter of Credit Sublimit, or any Supplemental Letter of Credit Sublimit.

          “Letters of Credit” means, collectively, the U.S. Letters of Credit, the Canadian Letters of Credit, the Euro Letters of Credit, the Yen Letters of Credit, and each Supplemental Letter of Credit, and “Letter of Credit” means any one of the Letters of Credit.

          “Liabilities” means (without duplication), for any Person, (a) any obligations required by GAAP to be classified upon such Person’s balance sheet as liabilities (excluding any deferred tax liabilities and any ▇▇▇▇-to-market increase or decrease in debt from the purchase accounting impact of corporate or portfolio acquisitions and from the re-measurement of intercompany indebtedness); (b) any liabilities secured (or for which the holder of the liability has an existing right, contingent or otherwise, to be so secured) by any Lien existing on property owned or acquired by that Person, whether or not such obligation shall have been assumed by such Person, provided that the amount of any Liability under this clause (b) that has not been assumed by such Person shall be equal to the lesser of the stated amount of the liabilities secured (or entitled to be secured) or the fair market value of the applicable property; and (c) any Guarantees of such Person of liabilities or obligations of others.

          “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing, but excluding the interest of a lessor under an operating lease).

          “Loan Documents” means this Agreement, each Supplemental Addendum, each Borrower Accession Agreement, each Issuer Document, the Fee Letters, the Pledge Agreements, the Security Agency Agreement, the Security Documents, and the Guaranties.

          “Loan Parties” means, collectively, ProLogis, each Affiliate Borrower, each Subsidiary Guarantor, and each Pledgor, and “Loan Party” means any one of the Loan Parties.

          “Loans” means, collectively, all U.S. Loans, all Canadian Committed Loans, all Euro Loans, all Yen Committed Loans, all KRW Committed Loans, and all Supplemental Loans, if any, and “Loan” means any of the Loans.

          “Major Subsidiary” means, as of any date of determination, each Consolidated Subsidiary that has Properties and other assets that constitute more than five percent (5%) of Total Asset Value.

          “Mandatory Cost” means, with respect to any period, the percentage rate per annum determined in accordance with Schedule 1.1.

          “Material Adverse Effect” means any (a) material impairment of the ability of ProLogis to perform any of its payment or other material obligations under any Indebtedness, (b) material and adverse change in the assets, operations or financial condition of the Companies, taken as a whole, or (c) material impairment of the ability of any Borrower (other than ProLogis) to perform any of its payment or other material obligations under this Agreement unless (i) ProLogis has performed or discharged such obligation (if capable of being so performed or discharged) or (ii) ProLogis has a legal obligation to perform and discharge such obligation and ProLogis is satisfying its legal obligation accordingly.

          “Maximum Leverage Ratio” means 0.60 to 1.0.

          “Money Market Rate” means, as to any Swing Line Loan made by any Swing Line Lender pursuant to Sections 2.5 or 4.5 or any Fronting Loan that remains outstanding after the last day of an Interest Period as contemplated by Section 2.2.5, 4.2.5 or 5.2.5, a rate per annum that shall be determined for each Loan by agreement between ProLogis and the applicable Swing Line Lender or Fronting Lender (but in no event to (a) be less than the Daily Floating Eurocurrency Rate, or (b) exceed the Base Rate).

          “Money Market Rate Loan” means any Loan that bears interest at a rate based on the Money Market Rate.

          “Moody’s” means ▇▇▇▇▇’▇ Investors Service, Inc. (or any successor thereof) or, if Moody’s no longer publishes ratings, another ratings agency selected by ProLogis and reasonably acceptable to Global Administrative Agent.

          “▇▇▇▇▇’▇ Rating” means the most recently-announced rating from time to time of Moody’s assigned to any class of long-term senior, unsecured (or secured solely pursuant to the Pledge Agreements) debt securities issued by ProLogis, as to which no letter of credit, guaranty, or third party credit support is in place, regardless of whether all or any part of such Indebtedness has been issued at the time such rating was issued.

          “Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which ProLogis or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

          “NOI” means, for any period and any Property, the difference (if positive) between (a) any rents, proceeds (other than proceeds from Dispositions), expense reimbursements, or income received from such Property (but excluding security or other deposits, late fees, early lease termination, or other penalties of a non-recurring nature), less (b) all costs and expenses (including interest on assessment bonds) incurred as a result of, or in connection with, the development, operation, or leasing of such Property (but excluding depreciation, amortization, Interest Expense and Capital Expenditures).

          “Non-Consenting Lender” means any Lender that, within the preceding sixty (60) days failed to agree to an amendment, waiver, or consent that was (a) requested by ProLogis and (b) approved by Lenders holding at least forty percent (40%) of the Dollar Equivalent amount of the Aggregate Tranche Commitments or, if the Aggregate Tranche Commitments have terminated, of the Total Global Outstandings (calculated in the same manner as in the definition of “Required Lenders”) or if such amendment, waiver, or consent related to a particular Tranche, at least forty percent (40%) of the Aggregate Tranche Commitment for such Tranche or, if such Aggregate Tranche Commitment has terminated, of the Total Tranche Outstandings for such Tranche.

          “Non-Extended Commitment” means, as to each Lender, the amount of such Lender’s Initial Commitment, if any, that has not been extended to the Extended Maturity Date.

          “Non-Extended Tranche Obligations” means, as to each Lender, the aggregate amount of the Total Tranche Outstandings held by such Lender under a Tranche minus the amount of such Lender’s Extended Commitments (and if the Extended Commitments have terminated, the Total Tranche Outstandings that will be or have been extended to the Extended Maturity Date), if any, under such Tranche.

          “Non-Industrial Property” means a Property that is not an Industrial Property.

          “Non-Qualified Lender” means a U.S. Non-Qualified Lender, a Euro Non-Qualified Lender, or a Yen Non-Qualified Lender.

          “Non-Recourse Debt” means, for any Person, any Indebtedness of such Person in which the holder of such Indebtedness may not look to such Person personally for repayment, other than to the extent of any security therefor or pursuant to Customary Recourse Exceptions.

          “Non-U.S. Lender” means any Lender that is not organized under the Laws of a jurisdiction of the United States, a State thereof or the District of Columbia.

          “Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Law naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

          “Organization Documents” means: (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if

applicable, any certificate or articles of formation or organization of such entity; and (d) with respect to a TMK, a copy of its asset securitization plan.

          “Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

          “Outstanding Amount” means (a) with respect to all of the outstanding Committed Loans on any date (other than the Fronting Loans), the Dollar Equivalent amount of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Committed Loans occurring on such date; (b) with respect to Fronting Loans on any date, the Dollar Equivalent amount of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Fronting Loans occurring on such date; (c) with respect to the outstanding Swing Line Loans on any date, the Dollar Equivalent amount of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Swing Line Loans occurring on such date; and (d) with respect to any L/C Obligations on any date, the Dollar Equivalent amount of the aggregate outstanding amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by any Borrower of Unreimbursed Amounts.

          “Overnight Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the applicable Agent, the applicable L/C Issuer, or the applicable Swing Line Lender, as the case may be, in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in an Alternative Currency under the applicable Tranche, the rate of interest per annum at which overnight deposits in such Alternative Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of U.S. Funding Agent in the applicable offshore interbank market for such currency to major banks in such interbank market.

          “Parent Guaranty” means the Unconditional Parent Guaranty Agreement in substantially the form of Exhibit E, executed by ProLogis in favor of Collateral Agent, for the benefit of the holders of Designated Senior Debt (including the Obligations).

          “Participant” has the meaning specified in Section 16.6.4.

          “Participating Member State” means each state so described in any EMU Legislation.

          “Payment Lender” has the meaning specified in Section 8.8.3.

          “PBGC” means the Pension Benefit Guaranty Corporation.

          “Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by ProLogis or any ERISA Affiliate or to which ProLogis or any

ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years.

          “Permitted Liens” means (a) Liens granted to any Agent to secure the Obligations, (b) pledges or deposits made to secure payment of worker’s compensation (or to participate in any fund in connection with worker’s compensation insurance), unemployment insurance, pensions, or social security programs, (c) encumbrances consisting of zoning restrictions, easements, or other restrictions on the use of real property, provided that such items do not materially impair the use of such property for the purposes intended and none of which is violated in any material respect by existing or proposed structures or land use, (d) Liens for taxes not yet due and payable or being contested in good faith by appropriate proceedings diligently conducted, and for which reserves in accordance with GAAP or otherwise reasonably acceptable to Global Administrative Agent have been provided, (e) Liens imposed by mandatory provisions of law such as for materialmen’s, mechanic’s, warehousemen’s, and other like Liens arising in the ordinary course of business, securing payment of any Liability whose payment is not yet due, (f) Liens on Properties where the applicable Company or Unconsolidated Affiliate is insured against such Liens by title insurance or other similar arrangements satisfactory to Global Administrative Agent, (g) Liens securing assessments or charges payable to a property owner association or similar entity, which assessments are not yet due and payable or are being contested in good faith by appropriate proceedings diligently conducted, and for which reserves in accordance with GAAP or otherwise reasonably acceptable to Global Administrative Agent have been provided, (h) Liens securing assessment bonds, (i) Liens granted to ProLogis by any other Company or any Unconsolidated Affiliate, (j) pledges of Equity Interests granted to any Finance Subsidiary or to International Finance to secure intercompany Indebtedness, (k) pledges of intercompany indebtedness granted by any Finance Subsidiary to any other Finance Subsidiary or to International Finance, (l) leases to tenants of space in Properties that are entered into in the ordinary course of business, (m) any netting or set-off arrangement entered into by any Company in the normal course of its banking arrangements for the purpose of netting debit and credit balances, or any set-off arrangement which arises by operation of law as a result of any Company opening a bank account, (n) any title transfer or retention of title arrangement entered into by any Company in the normal course of its trading activities on the counterparty’s standard or usual terms, (o) Liens over goods and documents of title to goods arising out of letter of credit transactions entered into in the ordinary course of business, (p) Liens securing Settlement Debt in an aggregate amount not at any time exceeding $250,000,000, (q) any Lien which secures the Obligations and some or all of the Designated Senior Debt on a pari passu basis, and (r) Liens securing Indebtedness that has been pledged to Collateral Agent for the benefit of all Designated Senior Debt.

          “Permitted Redemption” means Restricted Payments permitted by Section 13.5(f).

          “Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

          “Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by ProLogis or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

          “Platform” has the meaning specified in Section 12.2.

          “Pledge Agreements” means (a) a Pledge Agreement substantially in the form of Exhibit G-1, executed by ProLogis, and (b) each Pledge Agreement substantially in the form of Exhibit G-2, executed by a Consolidated Subsidiary pursuant to Section 12.14.

          “Pledgor” means any Consolidated Subsidiary that executes a Pledge Agreement.

          “Pre-Approved Reallocations” means (a) prior to the Initial Maturity Date, each of the pre-approved reallocations set forth on Schedule 8.12-1, and (b) on and after the Initial Maturity Date, each of the pre-approved reallocations set forth on Schedule 8.12-2. The Pre-Approved Reallocation of any Lender may from time to time be increased or decreased pursuant to a written agreement executed by ProLogis, Global Administrative Agent and such Lender.

          “Preferred Dividends” means, for the Companies, on a consolidated basis, for any period, Restricted Payments of any kind or character or other proceeds paid or payable with respect to any Equity Interests except for common equity (but excluding any Restricted Payments paid or payable to any Company).

          “Primary Currency” means (a) with respect to the U.S. Tranche, Dollars; (b) with respect to the Canadian Tranche, Canadian Dollars; (c) with respect to the Euro Tranche, Euro; (d) with respect to the Yen Tranche, Yen; (d) with respect to the KRW Tranche, KRW; and (e) with respect to each Supplemental Tranche, as set forth in the applicable Supplemental Addendum.

          “Primary Location” has the meaning specified in Section 8.8.2.

          “ProLogis” has the meaning specified in the introductory paragraph hereto.

          “Properties” means real estate properties (including land) owned by a Company or an Unconsolidated Affiliate or any trust of which a Company or an Unconsolidated Affiliate is the sole beneficiary, and “Property” means any one of the Properties.

          “Property Fund” means an Unconsolidated Affiliate formed or sponsored by ProLogis to hold Properties.

          “Property Fund Borrower” means a Borrower of a Property Fund Loan made pursuant to this Agreement.

          “Property Fund Loan” means Indebtedness of a Property Fund (which may include Loans hereunder), the proceeds of which were used to finance the contribution by ProLogis or other Companies of Properties to such Property Fund.

          “Qualified Lenders” means any of the U.S. Qualified Lenders, the Euro Qualified Lenders, and the Yen Qualified Lenders.

          “Rating Requirement” means, as of any date of determination, the lower of the two (2) highest ratings of the ▇▇▇▇▇’▇ Rating, the S&P Rating, and the Fitch Rating. Initially, the Applicable Margin and the Additional Fee Margin shall be determined based upon the Rating