exv10w1



 





Exhibit 10.1



 

 







$500,000,000


TERM LOAN AGREEMENT


Dated as of January 4, 2006


among


PROLOGIS

and

CERTAIN AFFILIATE BORROWERS,

as Borrowers,


BANK OF AMERICA, N.A.,

as Administrative Agent,


and


The Lenders Party Hereto



 

 








 









 





TABLE OF CONTENTS




	 	 	 	 	 
	SECTION	 	PAGE	 
	ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
	 	 	1	 
	1.1 Defined Terms
	 	 	1	 
	1.2 Interpretive Provisions
	 	 	26	 
	1.3 Accounting Terms
	 	 	27	 
	1.4 Rounding
	 	 	27	 
	1.5 Times of Day
	 	 	28	 
	ARTICLE II THE TERM LOAN COMMITMENTS AND THE TERM LOANS
	 	 	28	 
	2.1 Term Loans
	 	 	28	 
	2.2 Conversions and Continuations
	 	 	29	 
	2.3 Prepayments
	 	 	30	 
	2.4 Repayment of Term Loans
	 	 	30	 
	2.5 Interest and Principal Payments
	 	 	30	 
	2.6 Fees
	 	 	31	 
	2.7 Computation of Interest and Fees
	 	 	31	 
	2.8 Evidence of Debt
	 	 	31	 
	2.9 Payments Generally; Administrative Agent’s Clawback
	 	 	32	 
	2.10 Sharing of Payments by Lenders
	 	 	33	 
	ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY
	 	 	33	 
	3.1 Taxes
	 	 	33	 
	3.2 Illegality
	 	 	36	 
	3.3 Inability to Determine Rates
	 	 	37	 
	3.4 Increased Costs; Reserves on Eurodollar Rate Loans
	 	 	37	 
	3.5 Compensation for Losses
	 	 	38	 
	3.6 Mitigation Obligations; Replacement of Lenders
	 	 	39	 
	3.7 Survival
	 	 	40	 
	ARTICLE IV CONDITIONS PRECEDENT TO THE TERM LOANS
	 	 	40	 
	4.2 Conditions to all Term Loans
	 	 	42	 
	ARTICLE V REPRESENTATIONS AND WARRANTIES
	 	 	42	 
	5.1 Existence, Qualification and Power; Compliance with Laws
	 	 	42	 
	5.2 Authorization; No Contravention
	 	 	43	 
	5.3 Governmental Authorization; Other Consents
	 	 	43	 
	5.4 Binding Effect
	 	 	43	 
	5.5 Financial Statements
	 	 	43	 
	5.6 Litigation
	 	 	44	 
	5.7 No Default
	 	 	44	 
	5.8 Ownership of Property; Liens
	 	 	44	 
	5.9 Environmental Compliance
	 	 	44	 
	5.10 Insurance
	 	 	44	 
	5.11 Taxes
	 	 	44	 
	5.12 Pension Law Compliance
	 	 	45	 
	5.13 Margin Regulations; Investment Company Act; Public Utility Holding Company Act
	 	 	45	 
	5.14 Disclosure
	 	 	46	 
	5.15 Compliance with Laws
	 	 	46	 
	5.16 Solvency
	 	 	46	 
	5.17 Exemption from ERISA; Plan Assets
	 	 	46	 
	ARTICLE VI AFFIRMATIVE COVENANTS
	 	 	46	 
	6.1 Financial Statements
	 	 	46	 
	6.2 Certificates; Other Information
	 	 	47	 






North American Fund Bridge Loan Agreement




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	SECTION	 	PAGE	 
	6.3 Notices
	 	 	49	 
	6.4 Payment of Obligations
	 	 	49	 
	6.5 Preservation of Existence, Etc
	 	 	49	 
	6.6 Maintenance of Properties
	 	 	50	 
	6.7 Maintenance of Insurance
	 	 	50	 
	6.8 Compliance with Laws
	 	 	50	 
	6.9 Books and Records
	 	 	50	 
	6.10 Inspection Rights
	 	 	50	 
	6.11 Use of Proceeds
	 	 	51	 
	6.12 REIT Status
	 	 	51	 
	ARTICLE VII NEGATIVE COVENANTS
	 	 	51	 
	7.1 Investments
	 	 	51	 
	7.2 Secured Indebtedness
	 	 	51	 
	7.3 Fundamental Changes
	 	 	51	 
	7.4 Dispositions
	 	 	51	 
	7.5 Restricted Payments
	 	 	52	 
	7.6 Change in Nature of Business
	 	 	53	 
	7.7 Transactions with Affiliates
	 	 	53	 
	7.8 Negative Pledge Agreements; Burdensome Agreements
	 	 	53	 
	7.9 Use of Proceeds
	 	 	54	 
	7.10 Financial Covenants
	 	 	54	 
	ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES
	 	 	54	 
	8.1 Events of Default
	 	 	54	 
	8.2 Remedies Upon Event of Default
	 	 	57	 
	8.3 Application of Funds
	 	 	57	 
	ARTICLE IX ADMINISTRATIVE AGENT
	 	 	58	 
	9.1 Appointment and Authority
	 	 	58	 
	9.2 Rights as a Lender
	 	 	58	 
	9.3 Exculpatory Provisions
	 	 	58	 
	9.4 Reliance by Administrative Agent
	 	 	59	 
	9.5 Delegation of Duties
	 	 	60	 
	9.6 Resignation of Administrative Agent
	 	 	60	 
	9.7 Non-Reliance on Administrative Agent and Other Lenders
	 	 	60	 
	9.8 Administrative Agent May File Proofs of Claim
	 	 	61	 
	ARTICLE X MISCELLANEOUS
	 	 	61	 
	10.1 Amendments, Etc
	 	 	61	 
	10.2 Notices; Effectiveness; Electronic Communication
	 	 	62	 
	10.3 No Waiver; Cumulative Remedies
	 	 	64	 
	10.4 Expenses; Indemnity; Damage Waiver
	 	 	65	 
	10.5 Payments Set Aside
	 	 	66	 
	10.6 Successors and Assigns
	 	 	67	 
	10.7 Treatment of Certain Information; Confidentiality
	 	 	70	 
	10.8 Right of Setoff
	 	 	71	 
	10.9 Interest Rate Limitation
	 	 	71	 
	10.10 Counterparts; Integration; Effectiveness
	 	 	71	 
	10.11 Severability
	 	 	72	 
	10.12 Replacement of Lenders
	 	 	72	 
	10.13 GOVERNING LAW; JURISDICTION; ETC
	 	 	73	 
	10.14 Waiver of Jury Trial
	 	 	73	 
	10.15 USA PATRIOT ACT NOTICE
	 	 	74	 
	10.16 Time of the Essence
	 	 	74	 
	10.17 ENTIRE AGREEMENT
	 	 	74	 






North American Fund Bridge Loan Agreement




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	SCHEDULES
	 	 
	 
	 	 
	2.1
	 	Term Loan Commitments and Applicable Percentages
	5.6
	 	Litigation
	5.9
	 	Environmental Matters
	10.2
	 	Administrative Agent’s Office; Certain Addresses for Notices
	10.6
	 	Processing and Recordation Fees
	 
	 	 
	EXHIBITS
	 	 
	 
	 	 
	 
	 	Form of
	A-1
	 	Funding Notice
	A-2
	 	Loan Notice
	B
	 	Note
	C
	 	Compliance Certificate
	D
	 	Assignment and Assumption
	E
	 	Guaranty





North American Fund Bridge Loan Agreement




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TERM LOAN AGREEMENT




     This TERM LOAN AGREEMENT is entered into as of January 4, 2006, among PROLOGIS, a Maryland
real estate investment trust (“ProLogis”), PROLOGIS NORTH AMERICAN INDUSTRIAL FUND III, LP,
a Delaware limited partnership, PROLOGIS NORTH AMERICAN INDUSTRIAL FUND IV, LP, a Delaware limited
partnership, PROLOGIS THIRD U.S. PROPERTIES LP, a Delaware limited partnership, and each
Consolidated Affiliate or Unconsolidated Affiliate of ProLogis that assumes a Borrower’s
obligations under this Agreement pursuant to Section 10.6.1 (each, an “Affiliate
Borrower,” and collectively, “Affiliate Borrowers;” ProLogis and Affiliate Borrowers
are each a “Borrower,” and collectively, “Borrowers”), each lender from time to
time party hereto (collectively, the “Lenders,” and each individually, a “Lender”),
and BANK OF AMERICA, N.A., as Administrative Agent and a Lender.



     ProLogis has requested that Lenders provide a multiple-advance term loan to Borrowers, and
Lenders are willing to do so on the terms and conditions set forth herein.



     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:



     “Acquired Properties” means Properties described in clause (a)(iii) of the
definition of Total Asset Value.



     “Actual Capital Expenditures” means, for any period, all expenditures by the Companies
that are properly classified as a capital asset for tenant improvements, capitalized lease
commissions on previously leased space, and recurring capital expenditures relating to any
Property, in each case as reported in ProLogis’ “Consolidated Condensed Statements of Cash Flows”
in its financial statements filed with the SEC.



     “Adjusted EBITDA” means, for the Companies, on a consolidated basis, for any period,
net earnings before Restricted Payments with respect to preferred Equity Interests determined in
accordance with GAAP plus (minus):




     (a) Extraordinary losses (extraordinary gains) determined in accordance with
GAAP and reflected in the determination of net earnings;




     (b) Losses (gains) from the Disposition or write-down of Properties that are
not classified as: (i) “Gains (losses) on dispositions of CDFS business assets”
(which includes Dispositions of CDFS Properties to Property Funds, Dispositions of
CDFS Properties to third parties under build-to-suit contracts and Dispositions



North American Fund Bridge Loan Agreement




 









 









of land); (ii) “Discontinued operations – CDFS business assets” (which includes
Dispositions of CDFS Properties to third parties); or (iii) “Gains (losses) on
dispositions of investments in Property Funds;”




     (c) Losses (gains) resulting from certain foreign currency exchange effects of
settlement of intercompany Indebtedness and mark-to-market adjustments associated
with intercompany Indebtedness between ProLogis and its Consolidated Subsidiaries
and its Unconsolidated Affiliates (as disclosed publicly in ProLogis’ quarterly
earnings reports to investors in the “Reconciliation of Net Earnings (Loss) to Funds
From Operations”);




     (d) Losses (gains) resulting from foreign currency effects from the
remeasurement of certain third party Indebtedness of ProLogis’ foreign Consolidated
Subsidiaries and its foreign Unconsolidated Affiliates (as disclosed publicly in
ProLogis’ quarterly earnings reports to investors in the “Reconciliation of Net
Earnings (Loss) to Funds From Operations”);




     (e) Losses (gains) associated with mark-to-market adjustments to foreign
exchange Swap Contracts;




     (f) Amortization of above market lease value from the purchase accounting
impact of any corporate or portfolio acquisitions (Financial Accounting Standards
Board Statement No. 141 adjustments);




     (g) Mark-to-market amortization of Indebtedness arising from the purchase
accounting impact of corporate acquisitions; and




     (h) Losses (gains) from early extinguishment of Indebtedness;



     plus all amounts deducted in calculating net earnings in accordance with GAAP, for
Interest Expense, deferred income taxes, depreciation and amortization.



     For purposes of calculating the Fixed Charge Coverage Ratio and the Unencumbered Debt Service
Coverage Ratio, Adjusted EBITDA shall be increased by the amount of 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). Notwithstanding the above, (i) write-downs
and impairment charges incurred on or before December 31, 2004, (ii) gains or losses and impairment
charges associated with the disposition of Refrigerated Warehouse Properties and technology
Investments, and (iii) impairment charges resulting from mark-to-market adjustments of Properties
in Unconsolidated Affiliates shall be added back to (in the case of write-downs, impairment
charges, and losses) or deducted from (in the case of gains) EBITDA to the extent deducted (added)
in the calculation of Adjusted EBITDA.



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



North American Fund Bridge Loan Agreement




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     “Administrative Agent’s Office” means Administrative Agent’s address and, as
appropriate, account as set forth on Schedule 10.2, or such other address or account as
Administrative Agent may from time to time provide to ProLogis and Lenders.



     “Administrative Questionnaire” means an Administrative Questionnaire in a form
supplied by Administrative Agent.



     “Advance Date” means the date on which an advance is made under the Term Loan
Commitments.



     “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 Borrower” and “Affiliate Borrowers” have the meanings specified in
the introductory paragraph hereto.



     “Agreement” means this Term Loan Agreement.



     “Applicable Percentage” means with respect to any Lender at any time, the percentage
(carried out to the ninth decimal place) of the total Term Loan Commitments represented by such
Lender’s Term Commitment at such time. If the Term Loan Commitments have been fully advanced
hereunder or terminated pursuant to Section 8.2 or if the Availability Period has expired,
then the Applicable Percentage of such Lender shall be the percentage (carried out to the ninth
decimal place) of the Outstanding Amount held by such Lender.



     “Appraisal Properties” means Properties located in the United States for which
ProLogis has a third-party appraisal that is dated within eighteen (18) months of the applicable
date of determination.



     “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.



     “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 10.6.2), and accepted by Administrative Agent, in substantially the form of
Exhibit D or any other form approved by Administrative Agent.



     “Audited Financial Statements” means the audited consolidated balance sheet of the
Companies for the fiscal year ended December 31, 2004, and the related consolidated statements



North American Fund Bridge Loan Agreement




3









 







of income or operations, shareholders’ equity and cash flows for such fiscal year of the Companies,
including the notes thereto.




     “Availability Period” means the period from the Closing Date to the earlier of (a)
January 31, 2006, and (b) the date of termination of all the Term Loan Commitments pursuant to
Section 8.2.



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



     “Base Rate” means for any day a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such
day as publicly announced from time to time by Bank of America as its “prime rate.” The “prime
rate” is a rate set by Bank of America based upon various factors including Bank of America’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 Bank of America shall take effect at the opening of business on the day
specified in the public announcement of such change.



     “Base Rate Loan” means a portion of a Term Loan that bears interest based on the Base
Rate.



     “Borrower” and “Borrowers” have the meanings specified in the introductory
paragraph hereto.



     “Business Day” means any day other than a Saturday, Sunday or other day on which
commercial banks are authorized to close under the Laws of, or are in fact closed in, the state
where Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate
Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in
the London interbank eurodollar market.



     “Capital Expenditures” means, for any period, an amount equal to the sum of
(a) in the case of Properties that are not Refrigerated Warehouse Properties, the greater
of (i) Actual Capital Expenditures with respect to such Properties for such period, and (ii)
the product of (A) the sum of the total square footage with respect to all
completed industrial space in all such Properties (excluding Properties where the tenant is
responsible for capital expenditures) as of the last day of each of the immediately preceding five
(5) calendar quarters, divided by five (5), and (B) $0.15, and (b) in the case of
Properties that are Refrigerated Warehouse Properties, the greater of (i) Actual Capital
Expenditures with respect to such Properties during such period, and (ii) the product of
(A) the sum of the total cubic footage with respect to all completed space in all such
Properties as of the last day of each of the immediately preceding five (5) calendar quarters,
divided by five (5), and (B) $0.10.



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



North American Fund Bridge Loan Agreement




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     “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 “AP-1” (or
higher) according to Moody’s and maturing not more than one hundred 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 Acquisition” means the transactions contemplated by the Agreement and Plan
of Merger dated as of June 5, 2005 among ProLogis, Palmtree Acquisition Corporation and Catellus
Development Corporation.



     “CDFS” means ProLogis’ corporate distribution facilities services operating segment.



     “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



North American Fund Bridge Loan Agreement




5









 









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 Article IV
are satisfied or waived in accordance with Section 10.1.



     “Code” means the Internal Revenue Code of 1986.



     “Companies” means ProLogis and its Consolidated Subsidiaries; provided that for
purposes of Sections 5.1, 5.2, 5.3, 5.6, 5.7, 5.13(b), 5.15, 5.17, 8.1.5, 8.1.6, 8.1.7,
8.1.8 and 8.1.9, “Companies” shall also include each Borrower that (a) is not
ProLogis or a Consolidated Subsidiary and (b) has any outstanding Obligations or a pending Funding
Notice; 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) the sum
of (i) all Indebtedness of the Companies, on a consolidated basis, plus (ii) the
Companies’ Share of all Indebtedness of Unconsolidated Affiliates of the Companies, to (b) Total
Asset Value.



     “Consolidated Net Worth” means, for the Companies, on a consolidated basis, as of any
date, (a) Total Assets, minus (b) all Liabilities, minus (c) the amount determined
in accordance with GAAP attributable to any minority interests in Consolidated Subsidiaries.



     “Consolidated Subsidiary” means any Person in whom ProLogis directly or indirectly
holds an Equity Interest and whose financial results would be consolidated under GAAP with the
financial results of ProLogis on the consolidated financial statements of ProLogis.



North American Fund Bridge Loan Agreement




6









 








     “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.



     “Contribution Value” means, as of any date with respect to any Japan Properties Fund
Property or Korea Properties Fund Property, the price at which such Property was acquired by the
Japan Properties Fund or the Korea Properties Fund, as the case may be.



     “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.



     “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.



     “Debt Service” means, for any Person for any period, the sum 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 the 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 an interest rate equal to (a) the Base Rate, plus (b) 2%
per annum; provided that with respect to a Eurodollar Rate Loan, the Default Rate shall be
an interest rate equal to the interest rate otherwise applicable to such Eurodollar Rate Loan
plus 2% per annum.



     “Defaulting Lender” means any Lender that (a) has failed to fund any portion of its
Term Loan required to be funded by it on the Closing Date, (b) has otherwise failed to pay over to
Administrative Agent or any other Lender any other amount required to be paid by it hereunder
within one (1) Business Day of the date when due, unless the subject of a good faith dispute, or
(c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.



North American Fund Bridge Loan Agreement




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     “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 this 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 Maturity Date (as defined in the Global
Senior Credit Agreement).



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



     “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) Administrative Agent,
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, “Eligible Assignee” shall not include ProLogis or any of ProLogis’ Affiliates or
Subsidiaries.



     “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 or any of its 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



North American Fund Bridge Loan Agreement




8









 







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.




     “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.



     “Eurodollar Rate” for any Interest Period with respect to a Eurodollar Rate Loan, the
rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as
published by Reuters (or other commercially available source providing quotations of BBA LIBOR as
designated by Administrative 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 Dollar deposits (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 “Eurodollar Rate” for such
Interest Period shall be the rate per annum determined by Administrative Agent to be the rate at
which deposits in Dollars for delivery on the first day of such Interest Period in same day funds
in the approximate amount of the Eurodollar Rate Loan being made, continued or converted by Bank of
America and with a term equivalent to such Interest Period would be offered by Bank of America’s
London Branch to major banks in the London interbank eurodollar market at their request at
approximately 11:00 a.m. (London time) two (2) Business Days prior to the commencement of such
Interest Period.



     “Eurodollar Rate Loan” means a portion of a Term Loan that bears interest at a rate
based on the Eurodollar Rate.



     “European Appraised Value” means, as of any date with respect to any European
Properties Fund Property, the appraised value of such Property
determined pursuant to the most-recent



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9









 







independent, third-party appraisal obtained in accordance with the constituent
documents of the European Properties Fund.




     “European Properties Fund” means ProLogis European Properties Fund, a Luxembourg fonds
commun de placement (FCP), or any successor Property Fund.



     “European Properties Fund Properties” means, as of any date of determination,
Industrial Properties owned by the European Properties Fund.



     “Event of Default” has the meaning specified in Section 8.1.



     “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 that is rated at least Baa3 and BBB-, as the
case may be, by at least two (2) of Moody’s, S&P and Fitch.



     “Excluded Properties” means Refrigerated Warehouse Properties, European Properties
Fund Properties, Japan Properties Fund Properties, Korea Properties Fund Properties, Acquired
Properties, and Appraisal Properties.



     “Excluded Taxes” means, with respect to Administrative Agent, any Lender, 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 such recipient’s
principal office is located or in which such recipient 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) in the case of a Foreign Lender (other than
an assignee pursuant to a request by ProLogis under Section 10.12), 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
3.1(e), 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
3.1(a).



     “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 next 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



North American Fund Bridge Loan Agreement




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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 Bank of America on such day on such transactions as determined
by Administrative Agent.




     “Fitch” means Fitch IBCA, Duff & Phelps, 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 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 (as defined in the Global Senior Credit Agreement)) debt securities issued by ProLogis,
as to which no 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 any date, 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 including the Companies’ Share of such amounts for their
Unconsolidated Affiliates) and for the four (4) fiscal quarters ending on the date of
determination.



     “Foreign 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.



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



     “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 Notice” means a notice of the funding of an advance under the Term Loan
Commitments pursuant to Section 2.1(b), which, if in writing, shall be substantially in the
form of Exhibit A-1.



     “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 Senior Credit Agreement” means the Global Senior Credit Agreement dated as of
October 6, 2005, between Bank of America, as Global Administrative Agent, ProLogis, and certain
other agents, lenders, and borrowers that are parties thereto.



North American Fund Bridge Loan Agreement




11









 








     “Governmental Authority” means the government of the United States or any other
nation, or of 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, any (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 its 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.



     “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.



     “Indebtedness” means, for any Person, all monetary obligations (without duplication)
of such Person (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) trade
payables arising in the ordinary course of business, (ii) deferred tax Liabilities, (iii)
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 (iv) obligations to purchase
stock



North American Fund Bridge Loan Agreement




12









 







(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, and
(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). The amount of any Indebtedness shall be determined without giving effect
to any mark-to-market increase or decrease resulting from the purchase accounting impact of
corporate or portfolio acquisition or any mark-to-market remeasurement of the amount of any
Indebtedness denominated in a currency other than Dollars. 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 10.4.2.



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



     “Information” has the meaning specified in Section 10.7.



     “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) determined in accordance with GAAP, 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.



     “Interest Payment Date” means, (a) as to any Eurodollar Rate Loan, the last day of
each Interest Period applicable thereto and the Maturity Date; and (b) as to any Base Rate Loan,
the Maturity Date.



     “Interest Period” means, as to each Eurodollar Rate Loan, the period commencing on the
date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan,
as applicable, and ending on the date seven (7) days or one (1) or two (2) months thereafter, as
selected by the applicable Borrower in the applicable Funding Notice or Loan Notice;
provided that:



North American Fund Bridge Loan Agreement




13









 








     (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 next 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 the Maturity Date.



     “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.



     “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 such Person, the guaranty of any Liabilities of such Person, or the subordination of any
claim against such 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.



     “Japan Appraised Value” means the value of a Japan Properties Fund Property as
determined by a third-party appraisal conducted subsequent to the acquisition of such Japan
Properties Fund Property by the Japan Properties Fund.



     “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, or any successor
Property Fund.



     “Japan Properties Fund Properties” means, as of any date of determination, Industrial
Properties owned by the Japan Properties Fund.



     “Keystone Acquisition” means the transactions contemplated by the Agreement and Plan
of Merger dated as of May 3, 2004 among ProLogis Six Rivers Limited Partnership, Six Rivers REIT
Merger Sub LLC, Six Rivers Partnership Merger Sub L.P., ProLogis, ProLogis Fraser, L.P., Belair
Real Estate Corp., Belcrest Real Estate Corp., Belmar Real Estate Corp., Belrose Real Estate Corp.,
Keystone Operating Partnership, L.P. and Keystone Property Trust, together with the agreements and
transactions entered into in connection therewith.



     “Korea Appraised Value” means the value of a Korea Properties Fund Property as
determined by third-party appraisal conducted subsequent to the acquisition of such Korea
Properties Fund Property by the Korea Properties Fund.



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14









 








     “Korea Properties Fund” means a Property Fund to be formed or sponsored by ProLogis to
hold Properties predominantly in Korea or any successor Property Fund.



     “Korea Properties Fund Properties” means, as of any date of determination, Industrial
Properties owned by the Korea Properties Fund.



     “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.



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



     “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 designate by notice to ProLogis and Administrative Agent.



     “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 mark-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 Note, and the ProLogis Guaranty.



     “Loan Notice” means a notice of (a) a conversion of Base Rate Loans to Eurodollar
Loans, or vice versa, or (b) a continuation of Eurodollar Rate Loans, pursuant to
Section 2.2(a), which, if in writing, shall be substantially in the form of Exhibit
A-2.



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15









 








     “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
discharging its legal obligation accordingly.



     “Maturity Date” means April 4, 2006.



     “Maximum Leverage Ratio” means 0.60 to 1.0; provided that the Maximum Leverage
Ratio may be increased to up to 0.65 to 1.0 subject to the following conditions: (a) such increase
is at the request of ProLogis by written notice to Administrative Agent and is a result of
Indebtedness incurred by ProLogis and identified in writing to Administrative Agent to make an
acquisition of Equity Interests or assets of a third party otherwise permitted hereunder; (b) such
increase shall not occur more than three (3) times during the term of this Agreement; and (c) all
such increases shall be in effect on the last day of not more than six (6) fiscal quarters in the
aggregate.



     “Moody’s” means Moody’s 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 Administrative Agent.



     “Moody’s 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 (as defined in the Global Senior Credit Agreement)) debt securities issued by ProLogis,
as to which no 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 rentals, proceeds, 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, in each case determined in accordance with GAAP (but excluding depreciation,
amortization, Interest Expense and Capital Expenditures).



North American Fund Bridge Loan Agreement




16









 








     “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 Outstanding Amount.



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



     “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



     “Note” means a promissory note made by a Borrower in favor of a Lender evidencing the
Term Loans made by such Lender to such Borrower, substantially in the form of Exhibit B.



     “Obligations” means all advances to, and debts, liabilities, obligations, covenants
and duties of, Borrowers arising under any Loan Document or otherwise with respect to the Term
Loans, 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 Borrowers 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; and (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.



     “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, on any date, the aggregate outstanding principal amount of
the Term Loans after giving effect to any prepayments or repayments of the Term Loans occurring on
such date.



     “Overnight Rate” means, for any day, the greater of (a) the Federal Funds Rate and (b)
an overnight rate determined by Administrative Agent, in accordance with banking industry rules on
interbank compensation.



     “Participant” has the meaning specified in Section 10.6.4.



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17









 








     “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 Distributions” means, for ProLogis for any fiscal year of ProLogis,
Restricted Payments (excluding Permitted Redemptions) in an amount not to exceed in the aggregate
the greater of (a) ninety-five percent (95%) of the Funds from Operations of ProLogis as
reported to its shareholders in either the annual report of ProLogis filed with the Securities and
Exchange Commission on Form 10-K or the quarterly investment package prepared for the holders of
its Equity Interests for the quarter ending December 31 for such fiscal year, and (b) the amount of
Restricted Payments required to be paid by ProLogis in order for ProLogis to qualify as a REIT.



     “Permitted Liens” means (a) Liens granted to Administrative 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) the
following: (i) Liens for taxes 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 Administrative Agent have been provided; or (ii) 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, (e) Liens for taxes, assessments, and governmental charges or assessments
that are being contested in good faith by appropriate proceedings diligently conducted, and for
which reserves in accordance with GAAP or otherwise reasonably acceptable to Administrative Agent
have been provided, (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 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 Administrative Agent have
been provided, (h) Liens securing assessment bonds, so long as the applicable Company or
Unconsolidated Affiliate is not in material default under the terms thereof, (i) Liens granted to
ProLogis by any other Company or an Unconsolidated Affiliate, (j) leases to tenants of space in
Properties that are entered into in the ordinary course of business, (k) 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



North American Fund Bridge Loan Agreement




18









 







account, (l) 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 and
(m) any Lien permitted under the Global Senior Credit Agreement.




     “Permitted Redemption” means Restricted Payments permitted by Section 7.5(e).



     “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 6.2.



     “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).



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



     “ProLogis Guaranty” means the Unconditional Guaranty Agreement in substantially the
form of Exhibit E executed by ProLogis in favor of Administrative Agent, for the benefit of
Lenders.



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



     “Qualified Bridge Loans” means, as of the date any Compliance Certificate is
delivered, any Property Fund Loan that will be refinanced on or prior to maturity with permanent
financing to be provided pursuant to an executed rate lock letter or mortgage loan application
subject to due diligence in effect on the date such Compliance Certificate is delivered;
provided that the aggregate amount of Qualified Bridge Loans shall not exceed five percent
(5%) of Total Asset Value as of the date of determination; and provided, further,
that a Property Fund Loan shall cease to be a Qualified Bridge Loan one hundred twenty (120) days
after such Property Fund Loan becomes a Qualified Bridge Loan.



North American Fund Bridge Loan Agreement




19









 








     “Refrigerated Warehouse Property” means a Property that is a temperature-controlled
facility operated by any Company.



     “Register” has the meaning specified in Section 10.6.3.



     “Registered Public Accounting Firm” has the meaning specified in the Securities Laws
and shall be independent of ProLogis as prescribed by the Securities Laws.



     “REIT” means a “real estate investment trust” for purposes of the Code.



     “Related Parties” means, with respect to any Person, such Person’s Affiliates and the
partners, directors, officers, employees, agents and advisors of such Person and of such Person’s
Affiliates.



     “Reportable Event” means any of the events set forth in Section 4043(c) of ERISA,
other than events for which the thirty (30) day notice period has been waived.



     “Required Lenders” means, as of any date of determination, Lenders having aggregate
Applicable Percentages of more than fifty percent (50%); provided that the Applicable
Percentage of any Defaulting Lender shall be excluded for purposes of making a determination of
Required Lenders.



     “Responsible Officer” means the chief executive officer, president, chief financial
officer, representative director, first vice president, treasurer or assistant treasurer of a
Borrower. Any document delivered hereunder that is signed by a Responsible Officer of a Borrower
shall be conclusively presumed to have been authorized by all necessary corporate, partnership
and/or other action on the part of such Borrower and such Responsible Officer shall be conclusively
presumed to have acted on behalf of such Borrower.



     “Restricted Payment” means any dividend or other distribution (whether in cash,
securities or other property) with respect to any capital stock or other Equity Interest of any
Company, or any payment (whether in cash, securities or other property), including any sinking fund
or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation
or termination of any such capital stock or other Equity Interest, or on account of any return of
capital to any Company’s stockholders, partners or members (or the equivalent).



     “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc. (or any successor thereof), or, if S&P no longer publishes ratings, then another
ratings agency selected by ProLogis and reasonably acceptable to Administrative Agent.



     “S&P Rating” means the most recently-announced rating from time to time of S&P
assigned to any class of long-term senior, unsecured (or secured solely pursuant to the Pledge
Agreements (as defined in the Global Senior Credit Agreement)) debt securities issued by ProLogis,
as to which no 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.



North American Fund Bridge Loan Agreement




20









 








     “Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.



     “SEC” means the Securities and Exchange Commission, or any Governmental Authority
succeeding to any of its principal functions.



     “Secured Debt” means, for any Person, Indebtedness of such Person secured by any Liens
(other than Permitted Liens) in any of such Person’s Properties or other material assets.



     “Securities Laws” means the Securities Act of 1933, the Securities Exchange Act of
1934, Sarbanes-Oxley and the applicable accounting and auditing principles, rules, standards and
practices promulgated, approved or incorporated by the SEC or the Public Company Accounting
Oversight Board.



     “Share” means, for any Person, such Person’s share of the assets, liabilities,
revenues, income, losses, or expenses of an Unconsolidated Affiliate based upon such Person’s
percentage ownership of Equity Interests of such Unconsolidated Affiliate.



     “Shareholders’ Equity” means, as of any date of determination, consolidated
shareholders’ equity of the Companies as of that date determined in accordance with GAAP.



     “Solvent” means, as to a Person, that (a) the aggregate fair market value of its
assets exceeds its Liabilities, (b) it has sufficient cash flow to enable it to pay its Liabilities
as they mature and (c) it does not have unreasonably small capital to conduct its businesses.



     “Stabilized Industrial Properties” means, as of any date, Industrial Properties that
have a Stabilized Occupancy Rate as of the first day of the most recent fiscal quarter of ProLogis
for which information is available.



     “Stabilized Occupancy Rate” means, as of any date for any Property, that the
percentage of the rentable area of such Property leased pursuant to bona fide tenant leases,
licenses, or other agreements requiring current rent or other similar payments, is at least ninety
percent (90%) or such higher percentage as ProLogis requires internally, consistent with past
practices, to classify as stabilized a Property of the relevant type in the relevant market.



     “Subsidiary” of a Person means a corporation, partnership, joint venture, limited
liability company or other business entity of which a majority of the shares of securities or other
interests having ordinary voting power for the election of directors or other governing body (other
than securities or interests having such power only by reason of the happening of a contingency)
are at the time beneficially owned, or the management of which is otherwise controlled, directly,
or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise
specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary
or Subsidiaries of ProLogis.



     “Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit
derivative transactions, forward rate transactions, commodity swaps, commodity options, forward
commodity contracts, equity or equity index swaps or options, bond or bond price or



North American Fund Bridge Loan Agreement




21









 







bond index swaps or options or forward bond or forward bond price or forward bond index
transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor
transactions, collar transactions, currency swap transactions, cross-currency rate swap
transactions, currency options, spot contracts, or any other similar transactions or any
combination of any of the foregoing (including any options to enter into any of the foregoing),
whether or not any such transaction is governed by or subject to any master agreement, and (b) any
and all transactions of any kind, and the related confirmations, which are subject to the terms and
conditions of, or governed by, any form of master agreement published by the International Swaps
and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any
other master agreement (any such master agreement, together with any related schedules, a
“Master Agreement”), including any such obligations or liabilities under any Master
Agreement.




     “Swap Termination Value” means, in respect of any one or more Swap Contracts, after
taking into account the effect of any legally enforceable netting agreement relating to such Swap
Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and
termination value(s) determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in clause (a), the amount(s) determined as the
mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or
other readily available quotations provided by any recognized dealer in such Swap Contracts (which
may include a Lender or any Affiliate of a Lender).



     “Taxes” means all present or future taxes, levies, imposts, duties, deductions,
withholdings, assessments, fees or other charges imposed by any Governmental Authority, including
any interest, additions to tax or penalties applicable thereto.



     “Term Loan” means any loan made pursuant to the Term Loan Commitments.



     “Term Loan Commitment” means, for a Lender, the amount (which is subject to reduction
and cancellation as provided in this Agreement) stated besides such Lender’s name on Schedule
2.1, or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto,
as applicable, and “Term Loan Commitments” means the Term Loan Commitments of all Lenders.



     “Total Asset Value” means, as of any date for the Companies on a consolidated basis
(and including the Companies’ Share of the following amounts for their Unconsolidated Affiliates):




     (a) the sum of (without duplication):




     (i) the quotient of (A) the most recent fiscal quarter’s NOI from Stabilized
Industrial Properties (other than Excluded Properties) multiplied by four (4),
plus management fee income of the Companies for the most recent fiscal
quarter multiplied by four (4) (not to exceed fifteen percent (15%) of NOI of all
Industrial Properties of the Companies and the Companies’ share of NOI from their
Unconsolidated Affiliates), divided by (B) eight percent (8.0%); plus



North American Fund Bridge Loan Agreement




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     (ii) the amount of Investments in Properties under construction; plus




     (iii) the amount of Investments in Properties (A) acquired within twenty-four
(24) months prior to such date of determination, provided that after the
twenty-four (24) month period, if any such Property is not a Stabilized Industrial
Property, then such Property shall be treated as Transition Property as of the date
such Property would have otherwise been treated as a Transition Property if such
Property were not previously treated as an acquired Property, and (B) acquired
pursuant to the Keystone Acquisition or the Catellus Acquisition (regardless of
whether Stabilized Industrial Properties or Transition Properties) (in each case for
which NOI will not be calculated in clause (a)(i) above to avoid
duplication); plus




     (iv) the appraised value set forth in third-party appraisals with respect to
Appraisal Properties for up to eighteen (18) months following the date of such
respective appraisal (for which time NOI will not be calculated in clause
(a)(i) above to avoid duplication, and following such time, the Total Asset
Value of such Appraisal Properties will then be calculated in accordance with
clause (a)(i) above); plus




     (v) the greater of (A) (x) the most recent fiscal quarter’s NOI
multiplied by four (4), divided by (y) eight percent (8.0%), and (B) the amount of
Investments of Transition Properties (other than Excluded Properties) that became
Transition Properties twelve (12) months or less prior to such date; plus




     (vi) the greater of (A) (x) the most recent fiscal quarter’s NOI
multiplied by four (4), divided by (y) eight percent (8.0%), and (B) seventy-five
percent (75%) of the amount of Investments of Transition Properties (other than
Excluded Properties) that became Transition Properties twenty-four (24) months or
less but more than twelve (12) months prior to such date; plus




     (vii) the greater of (A) (x) the most recent fiscal quarter’s NOI
multiplied by four (4), divided by (y) eight (8.0%), and (B) fifty percent (50%) of
the amount of Investments of Transition Properties (other than Excluded Properties)
that became Transition Properties more than twenty-four (24) months prior to such
date; plus




     (viii) the Companies’ Share of the European Appraised Value of European
Properties Fund Properties; plus




     (ix) the Companies’ Share of the sum of:




     (A) the greater of (x) the Japan Appraised Value, and (y) the
Contribution Value of Japan Properties Fund Properties (other than



North American Fund Bridge Loan Agreement




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Transition Properties) in each case for Investments in Stabilized
Industrial Properties; plus




     (B) the Contribution Value of Japan Properties Fund Properties that are
Transition Properties that became Transition Properties twelve (12) months
or less prior to such date; plus




     (C) the greater of (x) the Japan Appraised Value based upon an
appraisal obtained after the applicable Transition Event occurred, and (y)
seventy-five percent (75%) of the Contribution Value of Japan Properties
Fund Properties that are Transition Properties that became Transition
Properties twenty-four (24) months or less but more than twelve (12) months
prior to such date; plus




     (D) the greater of (x) the Japan Appraised Value based upon an
appraisal obtained after the applicable Transition Event occurred, and (y)
fifty percent (50%) of the Contribution Value of Japan Properties Fund
Properties that are Transition Properties that became Transition Properties
more than twenty-four (24) months prior to such date; plus




     (E) the greater of (x) the Korea Appraised Value, and (y) the
Contribution Value of Korea Properties Fund Properties (other than
Transition Properties) in each case for Investments in Stabilized Industrial
Properties; plus




     (F) the Contribution Value of Korea Properties Fund Properties that are
Transition Properties that became Transition Properties twelve (12) months
or less prior to such date; plus




     (G) the greater of (x) the Korea Appraised Value based upon an
appraisal obtained after the applicable Transition Event occurred, and (y)
seventy-five percent (75%) of the Contribution Value of Korea Properties
Fund Properties that are Transition Properties that became Transition
Properties twenty-four (24) months or less but more than twelve (12) months
prior to such date; plus




     (H) the greater of (x) the Korea Appraised Value based upon an
appraisal obtained after the applicable Transition Event occurred, and (y)
fifty percent (50%) of the Contribution Value of Korea Properties Fund
Properties that are Transition Properties that became Transition Properties
more than twenty-four (24) months prior to such date; plus




(x) the amount of any cash and Cash Equivalents (excluding tenant security
and other restricted deposits); plus



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     (xi) the amount of Investments in Refrigerated Warehouse Properties;
plus




     (xii) the amount of Investments in all other assets the value of which has not
been captured in clauses (a)(i) through (a)(xi) above;




     less




     (b) the amount of all assets included in the calculation of clause (a)(xii)
above that would be treated as intangible assets under GAAP (including goodwill, trademarks,
trade names, copyrights, patents, deferred charges, and unamortized debt discount and
expense).


Notwithstanding the foregoing, the amount included in Total Asset Value attributable to clauses
(a)(vi)(B) and (a)(vii)(B) above shall not exceed fifteen percent (15%) of Total Asset
Value.




     “Total Assets” means, for any Person as of any date, (a) such Person’s total assets
determined in accordance with GAAP, plus (b) accumulated depreciation with respect to such
assets.



     “Transition Event” means the events or circumstances that resulted in a Stabilized
Industrial Property becoming a Transition Property.



     “Transition Properties” means, as of any date, (a) Industrial Properties that were
Stabilized Industrial Properties prior to such date but are no longer Stabilized Industrial
Properties as of such date, or (b) Industrial Properties in which construction has been completed
and that have never reached a Stabilized Occupancy Rate.



     “Type” means, with respect to a portion of a Term Loan, its character as a Base Rate
Loan or a Eurodollar Rate Loan.



     “Unconsolidated Affiliate” means any Person in which ProLogis directly or indirectly
holds Equity Interests but which is not consolidated under GAAP with ProLogis on the consolidated
financial statements of ProLogis.



     “Unencumbered Debt Service” means, for any period, all Debt Service in respect of all
Unsecured Debt of the Companies.



     “Unencumbered Debt Service Coverage Ratio” means, as of any date, the ratio of (a)
Unencumbered EBITDA, to (b) Unencumbered Debt Service, in each case for the four (4) fiscal
quarters ending on the date of determination.



     “Unencumbered EBITDA” means, for any period, Adjusted EBITDA of the Companies (other
than Adjusted EBITDA attributable to any Encumbered Properties owned by a Company) during such
period; provided that (a) there shall not be included in Unencumbered EBITDA any



North American Fund Bridge Loan Agreement





25









 





Adjusted EBITDA subject to any Lien (other than Permitted Liens), (b) Adjusted EBITDA shall be
adjusted for a capital reserve of (i) $0.20 per square foot in the case of Properties that are not
Refrigerated Warehouse Properties, or (ii) $0.10 per cubic foot in the case of Properties that are
Refrigerated Warehouse Properties (except, in each case, for Properties where the tenant is
responsible for capital expenditures) and (c) Unencumbered EBITDA attributable to Consolidated
Subsidiaries of ProLogis that are not Wholly-owned, directly or indirectly, by ProLogis shall be
limited to ten percent (10%) of Unencumbered EBITDA.




     “Unencumbered Property” means any Property that is not an Encumbered Property.



     “United States” and “U.S.” mean the United States of America.



     “Unsecured Debt” means, for any Person, Indebtedness of such Person that is not
Secured Debt.



     “Wholly-owned” when used in connection with any Consolidated Subsidiary of any Person
shall mean a Consolidated Subsidiary of which all of the issued and outstanding shares of Equity
Interests shall be owned by such Person or one or more of its Wholly-owned Consolidated
Subsidiaries.



     1.2 Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless
otherwise specified herein or in such other Loan Document:




     (a) The definitions of terms herein shall apply equally to the singular and
plural forms of the terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms. The words
“include,” “includes” and “including” shall be deemed to be
followed by the phrase “without limitation.” The word “will” shall be
construed to have the same meaning and effect as the word “shall.” Unless
the context requires otherwise, (i) any definition of or reference to any agreement,
instrument or other document (including any Organization Document) shall be
construed as referring to such agreement, instrument or other document as from time
to time amended, supplemented or otherwise modified (subject to any restrictions on
such amendments, supplements or modifications set forth herein or in any other Loan
Document), (ii) any reference herein to any Person shall be construed to include
such Person’s successors and assigns, (iii) the words “herein,”
“hereof” and “hereunder,” and words of similar import when used in
any Loan Document, shall be construed to refer to such Loan Document in its entirety
and not to any particular provision thereof, (iv) all references in a Loan Document
to Articles, Sections, Exhibits and Schedules shall be construed to refer to
Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which
such references appear, (v) any reference to any law shall include all statutory and
regulatory provisions consolidating, amending replacing or interpreting such law and
any reference to any law or regulation shall, unless otherwise specified, refer to
such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be
construed to have the



North American Fund Bridge Loan Agreement




26









 






 same meaning and effect and to refer to any and all tangible
and intangible assets and properties, including cash, securities, accounts and
contract rights.




     (b) In the computation of periods of time from a specified date to a later
specified date, the word “from” means “from and including;” the
words “to” and “until” each mean “to but excluding;” and the
word “through” means “to and including.”




     (c) Section headings herein and in the other Loan Documents are included for
convenience of reference only and shall not affect the interpretation of this
Agreement or any other Loan Document.



     1.3 Accounting Terms.




     1.3.1 Generally. All accounting terms not specifically or completely defined
herein shall be construed in conformity with, and all financial data (including financial
ratios and other financial calculations) required to be submitted pursuant to this Agreement
shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from
time to time, applied in a manner consistent with that used in preparing the Audited
Financial Statements, except as otherwise specifically prescribed herein.




     1.3.2 Changes in GAAP. If at any time any change in GAAP would affect the
computation of any financial ratio or requirement set forth in any Loan Document, and either
ProLogis or Required Lenders shall so request, Administrative Agent, Lenders and ProLogis
shall negotiate in good faith to amend such ratio or requirement to preserve the original
intent thereof in light of such change in GAAP (subject to the approval of Required
Lenders); provided that, until so amended, (a) such ratio or requirement shall continue to
be computed in accordance with GAAP prior to such change therein and (b) ProLogis shall
provide to Administrative Agent and Lenders financial statements and other documents
required under this Agreement or as reasonably requested hereunder setting forth a
reconciliation between calculations of such ratio or requirement made before and after
giving effect to such change in GAAP.




     1.3.3 Consolidation of Variable Interest Entities. All references herein to
consolidated financial statements of ProLogis and its Subsidiaries or to the determination
of any amount for ProLogis and its Subsidiaries on a consolidated basis or any similar
reference shall, in each case, be deemed to include each variable interest entity that
ProLogis is required to consolidate pursuant to FASB Interpretation No. 46 – Consolidation
of Variable Interest Entities: an interpretation of ARB No. 51 (January 2003) as if such
variable interest entity were a Subsidiary as defined herein.



     1.4 Rounding. Any financial ratios required to be maintained by ProLogis pursuant to this
Agreement shall be calculated by dividing the appropriate component by the other component,
carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the
result up or down to the nearest number (with a rounding-up if there is no nearest number).



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     1.5 Times of Day. Unless otherwise specified, all references herein to times of day shall be
references to Central time (daylight or standard, as applicable).



ARTICLE II

THE TERM LOAN COMMITMENTS AND THE TERM LOANS




     2.1 Term Loans.




     (a) Subject to the terms and conditions set forth herein, each Lender severally
agrees to make Term Loans to Borrowers in multiple advances on any Business Day
during the Availability Period in an amount not to exceed such Lender’s Term Loan
Commitment, provided that (i) the Outstanding Amount of the all Term Loans
shall not exceed the Term Loan Commitments and (ii) Borrowers may not request more
than five (5) advances of Term Loans hereunder. If all or any portion of the
Outstanding Amount is paid or prepaid, then the amount so paid or prepaid may not be
reborrowed. The Term Loans may be Base Rate Loans or Eurodollar Rate Loans, as
further provided herein.




     (b) Each Borrower shall deliver to Administrative Agent a fully executed
Funding Notice not later than 11:00 a.m. (i) three (3) Business Days prior to the
Advance Date for any Eurodollar Rate Loans, and (ii) on the Advance Date for any
Base Rate Loans. The Funding Notice shall specify (A) whether the advance is to be
comprised of Base Rate Loans, Eurodollar Loans or both, (B) the principal amount of
the Base Rate Loans and the Eurodollar Rate Loans to be advanced (if more than one
(1) Type is requested), which, in each case, shall be in an aggregate principal
amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (C) if
applicable, the duration of the Interest Period with respect to each Eurodollar Rate
Loan. If any Borrower fails to give a timely notice of a Eurodollar Rate Loan, then
the advance shall be made as a Base Rate Loan. If any Borrower requests Eurodollar
Rate Loans in such Funding Notice but fails to specify an Interest Period, it will
be deemed to have specified an Interest Period of one (1) month.




     (c) Promptly upon receipt by Administrative Agent of such Funding Notice,
Administrative Agent shall notify each Lender of the proposed borrowing. Each Lender
shall make the amount of its advance available to Administrative Agent in
immediately available funds at Administrative Agent’s Office not later than 1:00
p.m. on the Closing Date. Upon satisfaction of the applicable conditions set forth
in Article IV Administrative Agent shall make all funds so received
available to the applicable Borrower in like funds as received by Administrative
Agent by wire transfer of such funds in accordance with
instructions provided to (and reasonably acceptable to) Administrative Agent by
the applicable Borrower.



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     2.2 Conversions and Continuations.




     (a) Each conversion of a portion of the Term Loans from one Type to the other,
and each continuation of Eurodollar Rate Loans, shall be made upon the applicable
Borrower’s irrevocable notice to Administrative Agent, which may be given by
telephone. Each such notice must be received by Administrative Agent not later than
11:00 a.m. three (3) Business Days prior to the requested date of any conversion to
or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate
Loans to Base Rate Loans. Each telephonic notice by a Borrower pursuant to this
Section 2.2(a) must be confirmed promptly by delivery to Administrative
Agent of a written Loan Notice, appropriately completed and signed by a Responsible
Officer of such Borrower. Each conversion to or continuation of a portion of the
Term Loans shall be in an aggregate principal amount of $5,000,000 or a whole
multiple of $1,000,000 in excess thereof. Each Loan Notice (whether telephonic or
written) shall specify (i) whether the applicable Borrower is requesting a
conversion of a portion of the Term Loans from one Type to the other, or a
continuation of Eurodollar Rate Loans, (ii) the requested date of the conversion or
continuation, as the case may be (which shall be a Business Day), (iii) the
aggregate principal amount to converted or continued, (iv) the Type of the portion
of the Term Loans to be converted, and (v) if applicable, the duration of the new
Interest Period with respect thereto. If the applicable Borrower fails to give a
timely notice requesting a continuation of Eurodollar Rate Loans, then such
Eurodollar Rate Loans shall be made as, or converted to, Base Rate Loans. Any such
automatic conversion to Base Rate Loans shall be effective as of the last day of the
Interest Period then in effect with respect to the applicable Eurodollar Rate Loans.
If the applicable Borrower requests a conversion to, or continuation of Eurodollar
Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will
be deemed to have specified an Interest Period of one month.




     (b) Administrative Agent shall notify each Lender of the details of any
automatic conversion to Base Rate Loans described in the preceding subsection.




     (c) Except as otherwise provided herein, a Eurodollar Rate Loan may be
continued or converted only on the last day of an Interest Period for such
Eurodollar Rate Loan. During the existence of a Default, no portion of the Term
Loans may be converted to or continued as Eurodollar Rate Loans without the consent
of Required Lenders.




     (d) Administrative Agent shall promptly notify the applicable Borrower and
Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate
Loans upon determination of such interest rate. At any time that Base Rate Loans
are outstanding, Administrative Agent shall notify the applicable Borrower and Lenders of any change in Bank of America’s prime rate used in determining
the Base Rate promptly following the public announcement of such change.



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     (e) After giving effect to all conversions of portions of Term Loans from one
Type to the other, and all continuations of portions of Eurodollar Rate Loans, there
shall not be more than eight (8) Interest Periods in effect with respect to the Term
Loans.



     2.3 Prepayments. Each Borrower may, upon notice to Administrative Agent, at any time or from time
to time voluntarily prepay the Term Loans in whole or in part without premium or penalty;
provided, that (a) such notice must be received by Administrative Agent not later
than 11:00 a.m. (i) three (3) Business Days (or such less number of days as the Required Lenders
shall agree) prior to any date of prepayment of Eurodollar Rate Loans and (ii) on the date of
prepayment of Base Rate Loans; and (b) any prepayment shall be in a principal amount of $5,000,000
or a whole multiple of $1,000,000 in excess thereof or, if less, the entire principal amount
thereof then outstanding. Each such notice shall specify the date and amount of such prepayment
and the portions of the Term Loans to be prepaid. Administrative Agent will promptly notify each
Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage
of such prepayment. If such notice is given by a Borrower, such Borrower shall make such
prepayment and the payment amount specified in such notice shall be due and payable on the date
specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued
interest on the amount prepaid, together with any additional amounts required pursuant to
Section 3.5. Each such prepayment shall be applied to the Term Loans of Lenders in
accordance with their respective Applicable Percentages.



     2.4 Repayment of Term Loans. Borrowers shall repay to Lenders on the Maturity Date the Outstanding
Amount on such date.



     2.5 Interest and Principal Payments.




     (a) Subject to the provisions of subsection (b) below, (i) each
Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof
for each Interest Period at a rate per annum equal to the Eurodollar Rate for such
Interest Period plus 0.475%; and (ii) each Base Rate Loan shall bear
interest on the outstanding principal amount thereof from the applicable borrowing
date at a rate per annum equal to the Base Rate.




     (b) (i) If any amount of principal of any Term Loan is not paid when due
(without regard to any applicable grace periods), whether at stated maturity, by
acceleration or otherwise, such amount shall thereafter bear interest at a
fluctuating interest rate per annum at all times equal to the Default Rate to the
fullest extent permitted by applicable Laws.




     (ii) If any amount (other than principal of any Term Loan) payable by a
Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated
maturity, by acceleration or otherwise, then upon the request of Required
Lenders, such amount shall thereafter bear interest at a fluctuating
interest



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 rate per annum at all times equal to the Default Rate to the
fullest extent permitted by applicable Laws.




     (iii) Upon the request of Required Lenders, while any Event of Default
exists, Borrowers shall pay interest on the principal amount of all
outstanding Obligations hereunder at a fluctuating interest rate per annum
at all times equal to the Default Rate to the fullest extent permitted by
applicable Laws.




     (iv) Accrued and unpaid interest on past due amounts (including
interest on past due interest) shall be due and payable upon demand.




     (c) Interest on each portion of a Term Loan shall be due and payable in arrears
on each Interest Payment Date applicable thereto and at such other times as may be
specified herein. Interest hereunder shall be due and payable in accordance with
the terms hereof before and after judgment, and before and after the commencement of
any proceeding under any Debtor Relief Law.



     2.6 Fees. ProLogis shall pay to Administrative Agent, for the account of each Lender in
accordance with its Applicable Percentage, a facility fee equal to the 0.15% per annum times the
actual daily amount of the Term Loan Commitment of such Lender (or, if the Term Loan Commitments
have terminated, on the outstanding principal amount of such Lender’s Term Loan), regardless of
usage. The facility fee shall accrue at all times during the Availability Period (and thereafter
so long as any Term Loans remain outstanding), including at any time during which one or more of
the conditions in Article IV is not met, and shall be due and payable on the Maturity Date (and, if
applicable, thereafter on demand).



     2.7 Computation of Interest and Fees. All computations of interest for Base Rate Loans when the
Base Rate is determined by Bank of America’s “prime rate” shall be made on the basis of a year of
365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and
interest shall be made on the basis of a 360-day year and actual days elapsed (which results in
more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year).
Interest shall accrue on each Term Loan from the date on which such Term Loan is made, and shall
not accrue on any Term Loan, or any portion thereof, for the day on which such Term Loan or such
portion is paid. Each determination by Administrative Agent of an interest rate or fee hereunder
shall be conclusive and binding for all purposes, absent demonstrable error.



     2.8 Evidence of Debt. The Term Loan made by each Lender shall be evidenced by one or more accounts or records
maintained by such Lender and by Administrative Agent in the ordinary course of business. The
accounts or records maintained by Administrative Agent and each Lender shall be conclusive absent
demonstrable error of the amount of the amount of the Term Loan advanced by Lenders to Borrowers
and the interest and payments thereon. Any failure to so record or any error in doing so shall
not, however, limit or otherwise affect the



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obligation of Borrowers hereunder to pay any amount
owing with respect to the Obligations. In the event of any conflict between the accounts and
records maintained by any Lender and the accounts and records of Administrative Agent in respect of
such matters, the accounts and records of Administrative Agent shall control in the absence of
demonstrable error. Upon the request of any Lender made through Administrative Agent, Borrowers
shall execute and deliver to such Lender (through Administrative Agent) a Note, which shall
evidence such Lender’s Term Loans to such Borrowers in addition to such accounts or records. Each
Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable) and
amount of its advances on its Term Loan and payments with respect thereto.




     2.9 Payments Generally; Administrative Agent’s Clawback.




     2.9.1 General. All payments to be made by Borrowers shall be made without
condition or deduction for any counterclaim, defense, recoupment or setoff. Except as
otherwise expressly provided herein, all payments by Borrowers hereunder shall be made to
Administrative Agent, for the account of the respective Lenders to which such payment is
owed, at Administrative Agent’s Office in Dollars and in immediately available funds not
later than 12:00 noon on the date specified herein. Administrative Agent will promptly
distribute to each Lender its Applicable Percentage (or other applicable share as provided
herein) of such payment in like funds as received by wire transfer to such Lender’s Lending
Office. All payments received by Administrative Agent after 12:00 noon shall be deemed
received on the next succeeding Business Day and any applicable interest or fee shall
continue to accrue. If any payment to be made by any Borrower shall come due on a day other
than a Business Day, payment shall be made on the next following Business Day, and such
extension of time shall be reflected in computing interest or fees, as the case may be.




     2.9.2 Payments by Borrowers; Presumptions by Administrative Agent. Unless
Administrative Agent shall have received notice from any Borrower prior to the date on which
any payment is due to Administrative Agent for the account of the applicable Lenders
hereunder that such Borrower will not make such payment, Administrative Agent may assume
that such Borrower has made such payment on such date in accordance herewith and may, in
reliance upon such assumption, distribute to the applicable Lenders the amount due. In such
event, if such Borrower has not in fact made such payment, then each Lender, as the case may
be, severally agrees to repay to Administrative Agent forthwith on demand the amount so
distributed to such Lender, in immediately available funds with interest thereon, for each
day from the date such amount is distributed to it to the date of payment to Administrative
Agent, at the Overnight Rate. A notice by Administrative Agent to any Lender or any
Borrower with
respect to any amount owing under this Section 2.9.2 shall be conclusive,
absent demonstrable error.




     2.9.3 Obligations of Lenders Several. The obligations of Lenders hereunder to
make Term Loans and to make payments pursuant to Section 10.4.3 are several and not
joint. The failure of any Lender to make an advance under its Term Loan Commitment or to
make any payment under Section 10.4.3 on any date required hereunder shall not



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relieve any other Lender of its corresponding obligation to do so on such date, and no
Lender shall be responsible for the failure of any other Lender to so make any advance under
its Term Loan Commitment or to make its payment under Section 10.4.3.




     2.9.4 Funding Source. Subject to Section 3.6.1, nothing herein shall
be deemed to obligate any Lender to obtain the funds for any portion of its Term Loan in any
particular place or manner or to constitute a representation by any Lender that it has
obtained or will obtain the funds for any portion of its Term Loan in any particular place
or manner.



     2.10 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or
counterclaim or otherwise, obtain payment in respect of any principal of or interest on its Term
Loan, resulting in such Lender’s receiving payment of a proportion of the aggregate amount of all
Term Loans and accrued interest thereon greater than its pro rata share thereof as
provided herein, then Lender receiving such greater proportion shall (a) notify Administrative
Agent of such fact, and (b) purchase (for cash at face value) participations in the Term Loans of
the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all
such payments shall be shared by Lenders ratably in accordance with the aggregate amount of
principal of and accrued interest on their respective Term Loans and other amounts owing them,
provided, that:




     (i) if any such participations or subparticipations are purchased and all or
any portion of the payment giving rise thereto is recovered, such participations or
subparticipations shall be rescinded and the purchase price restored to the extent
of such recovery, without interest; and




     (ii) the provisions of this Section shall not be construed to apply to (x) any
payment made by any Borrower pursuant to and in accordance with the express terms of
this Agreement or (y) any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in its Term Loan to any assignee or
participant, other than to ProLogis or any Subsidiary (as to which the provisions of
this Section shall apply).



     Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so
under applicable law, that any Lender acquiring a participation pursuant to the foregoing
arrangements may exercise against such Borrower rights of setoff and counterclaim with respect to
such participation as fully as if such Lender were a direct creditor of such Borrower in the amount
of such participation.



ARTICLE III

TAXES, YIELD PROTECTION AND ILLEGALITY




     3.1 Taxes.




     3.1.1 Payments Free of Taxes. Any and all payments by or on account of any
obligation of any Borrower hereunder or under any other Loan Document shall be made



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free and
clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes,
provided, that if any Borrower shall be required by applicable law to deduct any Indemnified
Taxes (including any Other Taxes) from such payments, then (a) the sum payable shall be
increased as necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section) Administrative Agent or Lender, as
the case may be, receives an amount equal to the sum it would have received had no such
deductions been made, (b) such Borrower shall make such deductions and (c) such Borrower
shall timely pay the full amount deducted to the relevant Governmental Authority in
accordance with applicable law.




     3.1.2 Payment of Other Taxes by Borrowers. Without limiting the provisions of
Section 3.1.1, Borrowers shall timely pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law.




     3.1.3 Indemnification by Borrowers. The applicable Borrower shall indemnify
Administrative Agent and each Lender, within ten (10) days after demand therefor, for the
full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other
Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by
Administrative Agent or such Lender, as the case may be, and any penalties, interest and
reasonable expenses arising therefrom or with respect thereto, whether or not such
Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the
relevant Governmental Authority. A certificate as to the amount of such payment or
liability delivered to a Borrower by a Lender (with a copy to Administrative Agent), or by
Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent
demonstrable error.




     3.1.4 Evidence of Payments. As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by any Borrower to a Governmental Authority, such Borrower
shall deliver to Administrative Agent the original or a certified copy of a receipt issued
by such Governmental Authority evidencing such payment, a copy of the return reporting such
payment or other evidence of such payment reasonably satisfactory to Administrative Agent.




     3.1.5 Status of Lenders. Any Foreign Lender that is entitled to an exemption
from or reduction of withholding tax under the law of the jurisdiction in which a Borrower
is resident for tax purposes or is otherwise subject to tax, or any treaty to which such
jurisdiction is a party or which otherwise benefits such Lender, with respect to payments
hereunder or under any other Loan Document shall deliver to ProLogis (with a copy to
Administrative Agent), at the time or times prescribed by applicable law or
reasonably requested by ProLogis or Administrative Agent, such properly completed and
executed documentation prescribed by applicable law as will permit such payments to be made
without withholding or at a reduced rate of withholding. In addition, any Lender, if
requested by ProLogis or Administrative Agent, shall deliver such other documentation
prescribed by applicable law or reasonably requested by ProLogis or Administrative Agent as
will enable ProLogis or Administrative Agent to determine whether or not such Lender is
subject to backup withholding or information reporting requirements.



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     Without limiting the generality of the foregoing, if a Borrower is resident for tax purposes
in the United States or is otherwise subject to tax in the United States, any Foreign Lender shall
deliver to ProLogis and Administrative Agent (in such number of copies as shall be requested by the
recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this
Agreement (and from time to time thereafter upon the request of ProLogis or Administrative Agent,
but only if such Foreign Lender is legally entitled to do so), whichever of the following is
applicable:




     (a) duly completed copies of Internal Revenue Service Form W-8BEN claiming
eligibility for benefits of an income tax treaty to which the United States is a
party;




     (b) duly completed copies of Internal Revenue Service Form W-8ECI;




     (c) in the case of a Foreign Lender claiming the benefits of the exemption for
portfolio interest under section 881(c) of the Code, (i) a certificate to the effect
that such Foreign Lender is not (A) a “bank” within the meaning of section
881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the applicable Borrower
within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign
corporation” described in section 881(c)(3)(C) of the Code and (ii) duly completed
copies of Internal Revenue Service Form W-8BEN; or




     (d) any other form prescribed by applicable law as a basis for claiming
exemption from or a reduction in United States Federal withholding tax duly
completed together with such supplementary documentation as may be prescribed by
applicable law to permit ProLogis to determine the withholding or deduction required
to be made.



     Each Lender shall promptly (i) notify Administrative Agent of any change in circumstances
which would modify or render invalid any claimed exemption from or reduction of Taxes or Other
Taxes, and (ii) take such steps as shall not be materially disadvantageous to it, in the reasonable
judgment of such Lender, and as may be reasonably necessary (including the re-designation of its
Lending Office) to avoid any requirement of applicable Law that any Borrower make any deduction or
withholding for taxes from amounts payable to such Lender. Additionally, each Borrower shall
promptly deliver to any Lender, as such Lender shall reasonably request, on or prior to the Closing
Date, and in a timely fashion thereafter, such documents and forms required by any relevant taxing
authorities under the Laws of any jurisdiction, duly executed and completed by such Borrower, as
are required to be furnished by
such Lender under such Laws in connection with any payment by such Lender of Indemnified Taxes or
Other Taxes, or otherwise in connection with the Loan Documents, with respect to such jurisdiction.




     3.1.6 Exemption Representation.



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     (a) Each Lender represents and warrants (such Lender’s “Exemption
Representation”) to Borrowers that, as of the date of this Agreement or, in the case of
a Person that becomes a Lender after the Closing Date, as of the date such Person becomes a
party hereto, except as specified in writing to Administrative Agent and ProLogis prior to
the date of the applicable Exemption Representation, it is entitled to receive payments from
each Borrower hereunder without any reduction or withholding in respect of any Indemnified
Taxes or Other Taxes and without any amount being required to be paid by any applicable
Borrower pursuant to Section 3.1.2.




     (b) Notwithstanding any other provision of this Agreement, no Borrower shall be
obligated to pay any amount under this Section 3.1 to, or for the benefit of, any
Lender to the extent that such amount would not have been required to be paid if (i) such
Lender’s Exemption Representation had been accurate or (ii) such Lender had complied with
its obligations under Section 3.1.4.




     3.1.7 Treatment of Certain Refunds. If Administrative Agent or any Lender
determines, in its sole discretion, that it has received a refund of any Taxes or Other
Taxes as to which it has been indemnified by any Borrower or with respect to which any
Borrower has paid additional amounts pursuant to this Section, it shall pay to such Borrower
an amount equal to such refund (but only to the extent of indemnity payments made, or
additional amounts paid, by such Borrower under this Section with respect to the Taxes or
Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses of
Administrative Agent or such Lender, as the case may be, and without interest (other than
any interest paid by the relevant Governmental Authority with respect to such refund),
provided that such Borrower, upon the request of Administrative Agent or such
Lender, agrees to repay the amount paid over to such Borrower (plus any penalties, interest
or other charges imposed by the relevant Governmental Authority) to Administrative Agent or
such Lender in the event Administrative Agent or such Lender is required to repay such
refund to such Governmental Authority. This subsection shall not be construed to require
Administrative Agent or any Lender to make available its tax returns (or any other
information relating to its taxes that it deems confidential) to any Borrower or any other
Person.



     3.2 Illegality. If any Lender determines that any Law has made it unlawful, or that any
Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending
Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates
based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on
the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London
interbank market, then, on notice thereof by such Lender to ProLogis through Administrative
Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base
Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies Administrative
Agent and ProLogis that the circumstances giving rise to such determination no longer exist. Upon
receipt of such notice, the applicable Borrower shall, upon demand from such Lender (with a copy to
Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender
to Base Rate Loans, either on the last day of the Interest Period therefor or on such earlier date
on which such Lender may not lawfully



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continue to maintain such Eurodollar Rate Loans. Upon any
such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the
amount so prepaid or converted.




     3.3 Inability to Determine Rates. If Required Lenders determine that for any reason in connection
with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a)
Dollar deposits are not being offered to banks in the London interbank eurodollar market for the
applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable
means do not exist for determining the Eurodollar Rate for any requested Interest Period with
respect to a proposed Eurodollar Rate Loan, or (c) the Eurodollar Rate for any requested Interest
Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the
cost to such Lenders of funding such Eurodollar Rate Loan, Administrative Agent will promptly so
notify ProLogis and each Lender. Thereafter, the obligation of Lenders to make or maintain
Eurodollar Rate Loans shall be suspended until Administrative Agent (upon the instruction of
Required Lenders) revokes such notice. Upon receipt of such notice, the applicable Borrower may
revoke any pending request for a conversion to or continuation of Eurodollar Rate Loans.



     3.4 Increased Costs; Reserves on Eurodollar Rate Loans.




     3.4.1 Increased Costs Generally. If any Change in Law shall:




     (a) impose, modify or deem applicable any reserve, special deposit, compulsory
loan, insurance charge or similar requirement against assets of, deposits with or
for the account of, or credit extended or participated in by, any Lender (except any
reserve requirement reflected in the Eurodollar Rate);




     (b) subject any Lender to any tax of any kind whatsoever with respect to this
Agreement or any Eurodollar Rate Loan made by it, or change the basis of taxation of
payments to such Lender in respect thereof (except for Indemnified Taxes or Other
Taxes covered by Section 3.1 and the imposition of, or any change in the
rate of, any Excluded Tax payable by such Lender); or




     (c) impose on any Lender or the London interbank market any other condition,
cost or expense affecting this Agreement or Eurodollar Rate Loans made by such
Lender;


and the result of any of the foregoing shall be to increase the cost to such Lender of making or
maintaining any Eurodollar Rate Loan (or of maintaining its obligation to make any Eurodollar Rate
Loan), or to reduce the amount of any sum received or receivable by such Lender hereunder
(whether of principal, interest or any other amount) then, upon request of such Lender, ProLogis
will pay to such Lender such additional amount or amounts as will compensate such Lender for such
additional costs incurred or reduction suffered.





     3.4.2 Capital Requirements. If any Lender determines that any Change in Law
affecting such Lender or any Lending Office of such Lender or such Lender’s holding company,
if any, regarding capital requirements has or would have the effect of reducing



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the rate of
return on such Lender’s capital or on the capital of such Lender’s holding company, if any,
as a consequence of this Agreement, the Term Loan made by such Lender to a level below that
which such Lender or such Lender’s holding company could have achieved but for such Change
in Law (taking into consideration such Lender’s policies and the policies of such Lender’s
holding company with respect to capital adequacy), then from time to time ProLogis will pay
(or cause the applicable Borrower to pay) to such Lender such additional amount or amounts
as will compensate such Lender or such Lender’s holding company for any such reduction
suffered.




     3.4.3 Certificates for Reimbursement. A certificate of a Lender setting forth
in reasonable detail the amount or amounts necessary to compensate such Lender or its
holding company, as the case may be, as specified in subsection (a) or (b)
of this Section and delivered to ProLogis shall be conclusive absent demonstrable error.
ProLogis shall pay (or cause the applicable Borrower to pay) such Lender the amount shown as
due on any such certificate within fifteen (15) days after receipt thereof.




     3.4.4 Additional Reserve Requirement. Each applicable Borrower shall pay to
each Lender, as long as such Lender shall be required to maintain reserves with respect to
liabilities or assets consisting of or including Eurocurrency funds or deposits (currently
known as “Eurocurrency liabilities”), additional interest on the unpaid principal
amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to
such Eurodollar Rate Loan by such Lender (as determined by such Lender in good faith, which
determination shall be conclusive), which shall be due and payable on each date on which
interest is payable on such Eurodollar Rate Loan, provided each applicable Borrower shall
have received at least fifteen (15) days’ prior notice (with a copy to Administrative Agent)
of such additional interest from such Lender. If a Lender fails to give notice fifteen (15)
days prior to the relevant Interest Payment Date, such additional interest shall be due and
payable fifteen (15) days from receipt of such notice.




     3.4.5 Limitation on Lender Claims. Notwithstanding the foregoing provisions of
this Section 3.4, no Lender shall be entitled to compensation for any costs, increased costs
or liability resulting from a failure by such Lender to comply with any request from or
requirement of any central banking or financial regulatory authority (whether or not having
the force of law, but if not having the force of law being a request of the nature with
which banks generally are expected or accustomed to comply).



     3.5 Compensation for Losses. Each Borrower agrees that it will, from time to time, compensate each
Lender for and hold each Lender harmless from any loss, cost or expense incurred by such Lender as
a result of:




     (a) any continuation, conversion, payment or prepayment of any Eurodollar Rate
Loan on a day other than the last day of the Interest Period therefor (whether
voluntary, mandatory, automatic, by reason of acceleration, or otherwise);



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     (b) any failure by such Borrower (for a reason other than the failure of such
Lender to make a an advance of a portion of its Term Loan) to prepay, borrow,
continue or convert any Eurodollar Rate Loan on the date or in the amount notified
by such Borrower; or




     (c) any assignment of a Eurodollar Rate Loan on a day other than the last day
of the Interest Period therefor as a result of a request by such Borrower pursuant
to Section 10.12;


including any loss or expense arising from the liquidation or reemployment of funds obtained by it
to maintain such Eurodollar Rate Loan or from fees payable to terminate the deposits from which
such funds were obtained.



For purposes of calculating amounts payable by a Borrower to Lenders under this Section
3.5, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the
Eurodollar Rate for such Eurodollar Rate Loan by a matching deposit or other borrowing in the
London interbank eurodollar market for a comparable amount and for a comparable period, whether or
not such Eurodollar Rate Loan was in fact so funded.



Any Lender requesting compensation pursuant to this Section 3.5 shall deliver to the
applicable Borrower (with a copy to Administrative Agent) a certificate setting forth in reasonable
detail a calculation of the amount demanded and any such certificate shall be conclusive absent
demonstrable error. The applicable Borrower shall pay the applicable Lender the amount shown as
due on any such certificate within fifteen (15) days after receipt thereof.




     3.6 Mitigation Obligations; Replacement of Lenders.




     3.6.1 Designation of a Different Lending Office. If any Lender requests
compensation under Section 3.4, or any Borrower is required to pay any additional
amount to any Lender or any Governmental Authority for the account of any Lender pursuant to
Section 3.1, or if any Lender gives a notice pursuant to Section 3.2, then
such Lender shall use reasonable efforts to designate a different Lending Office for funding
or booking its Term Loan or to assign its rights and obligations hereunder to another of its
offices, branches or affiliates, if, in the reasonable judgment of such Lender, such
designation or assignment (a) would eliminate or reduce amounts payable pursuant to
Section 3.1 or 3.4, as the case may be, in the future, or eliminate the need
for the notice pursuant to Section 3.2, as applicable, and (b) in each case, would
not subject such Lender to any unreimbursed cost or expense and would not otherwise be
disadvantageous to such Lender. ProLogis hereby agrees to pay (or cause the applicable
Borrower to pay)
all reasonable costs and expenses incurred by any Lender in connection with any such
designation or assignment.




     3.6.2 Delay in Request. Failure or delay on the part of Administrative Agent or
any Lender to demand compensation pursuant to Section 3.1, 3.4 or
3.5 shall not constitute a waiver of such Person’s right to demand such
compensation, provided that no Borrower shall be required to compensate such Person
pursuant to any such Section for



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any Indemnified Taxes, Other Taxes, increased cost,
reduction in return, funding loss or other amount (any of the foregoing, a “Compensation
Amount”) incurred or suffered more than six (6) months prior to the date that such
Person notified ProLogis of the Change in Law or other event giving rise to such
Compensation Amount and of such Person’s intention to claim compensation therefor (except
that, if the Change in Law or other event giving rise to such Compensation Amount is
retroactive, then the six (6) month period referred to above shall be extended to include
the period of retroactive effect thereof).




     3.6.3 Replacement of Lenders. If any Lender requests compensation under
Section 3.4, or if any Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to Section
3.1, ProLogis may replace such Lender in accordance with Section 10.12.



     3.7 Survival. All obligations under this Article III shall survive the termination of the
Term Loan Commitments and the repayment of all Obligations hereunder.



ARTICLE IV

CONDITIONS PRECEDENT TO THE TERM LOANS




     4.1 Conditions of Initial Term Loan. The obligation of each Lender to make its initial Term
Loan hereunder is subject to satisfaction of the following conditions precedent:




     4.1.1 Documents. Administrative Agent’s receipt of the following, each of which
shall be originals or telecopies (followed promptly by originals) unless otherwise
specified, each properly executed by a Responsible Officer of the applicable Borrower, each
dated the Closing Date (or, in the case of certificates of governmental officials, a recent
date before the Closing Date) and each in form and substance reasonably satisfactory to
Administrative Agent and each Lender:




     (a) executed counterparts of this Agreement and the ProLogis Guaranty
sufficient in number for distribution to Administrative Agent and Borrower;




     (b) a Note executed by each Borrower in favor of each Lender requesting a Note;




     (c) such certificates of resolutions or other action, incumbency certificates
and/or other certificates of Responsible Officers of each Borrower as Administrative
Agent may reasonably require evidencing the identity, authority and capacity of the
Responsible Officers thereof authorized to execute and deliver the Loan Documents on
behalf of such Borrower;




     (d) such documents and certifications as Administrative Agent may reasonably
require to evidence that each Borrower is duly organized or formed in the
jurisdiction of its organization or formation;



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     (e) favorable opinions of Mayer, Brown, Rowe & Maw LLP, as counsel to
Borrowers, addressed to Administrative Agent and each Lender, as to such matters
concerning Borrowers and the Loan Documents as Administrative Agent may reasonably
request;




     (f) a certificate of a Responsible Officer of each Borrower either (i)
attaching copies of all consents, licenses and approvals required in connection with
the execution, delivery and performance by such Borrower, and the validity against
such Borrower, of the Loan Documents to which it is a party, and such consents,
licenses and approvals shall be in full force and effect; or (ii) stating that no
such consents, licenses or approvals are so required;




     (g) a certificate signed by a Responsible Officer of ProLogis certifying (i)
that no Default shall exist or would result from the proposed Term Loans or the
application of the proceeds thereof; (ii) that the representations and warranties
contained in Article V are true and correct in all material respects on and
as of the Closing Date, (iii) that there has been no 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; and (iv) the current Moody’s Rating, S&P Rating, and Fitch Rating; and




     (h) such other assurances, certificates, documents, consents or opinions as
Administrative Agent or any Required Lender reasonably may require.




     4.1.2 Fees. Any fees required to be paid on or before the Closing Date shall have
been paid.




     4.1.3 Expenses. Unless waived by Administrative Agent, ProLogis shall have paid all
fees, charges and disbursements of counsel to Administrative Agent to the extent invoiced
prior to or on the Closing Date, plus such additional amounts of such fees, charges
and disbursements as shall constitute its reasonable estimate of such fees, charges and
disbursements incurred or to be incurred by it through the closing proceedings
(provided that such estimate shall not thereafter preclude a final settling of
accounts between ProLogis and Administrative Agent).




     4.1.4 Closing Deadline. The Closing Date shall have occurred on or before January
6, 2006.


Without limiting the generality of the provisions of Section 9.4, for purposes of
determining compliance with the conditions specified in this Section 4.1, each Lender that
has signed this Agreement shall be deemed to have consented to, approved or accepted or to be
satisfied with each document or other matter required thereunder to be consented to or approved by
or acceptable or satisfactory to a Lender unless Administrative Agent shall have received notice
from such Lender prior to the proposed Closing Date specifying its objection thereto.




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Notwithstanding the foregoing, Borrower shall not be required to deliver to Administrative Agent,
as a condition to the Closing Date or to the making of advances to ProLogis, the items described in
Sections 4.1.1(c), (d), (e), or (f) with respect to any Borrower other than
ProLogis; provided that until delivery of such items with respect to an Affiliate Borrower,
such Affiliate Borrower may not request Term Loans hereunder and shall not be entitled to receive
Term Loans hereunder.




     4.2 Conditions to all Term Loans. The obligation of each Lender to make any advance under its Term
Loan Commitment is subject to satisfaction of the following conditions precedent:




     4.2.1 Representations and Warranties. The representations and warranties
contained in Article V shall be true and correct in all material respects on and as
of the applicable Advance Date, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they shall be true and
correct in all material respects as of such earlier date, and except that for purposes of
this Section 4.2, the representations and warranties contained in subsections
(a) and (b) of Section 5.5 shall be deemed to refer to the most recent
statements furnished pursuant to clauses (a) and (b), respectively, of
Section 6.1.




     4.2.2 Default. No Default shall exist or would result from such proposed Term
Loans or the application of the proceeds thereof.




     4.2.3 Delivery of Funding Notice. Administrative Agent shall have received a
Funding Notice in accordance with the requirements hereof.


Each Funding Notice submitted by a Borrower shall be deemed to be a representation and warranty
that the conditions specified in Sections 4.2.1 and 4.2.2 have been satisfied on
and as of the applicable Advance Date.




ARTICLE V

REPRESENTATIONS AND WARRANTIES



Each Borrower represents and warrants to Administrative Agent and Lenders that:




     5.1 Existence, Qualification and Power; Compliance with Laws. Each Company (a) is duly organized or formed, validly existing and in good standing under the
Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and
authority and all requisite governmental licenses, authorizations, consents and approvals to (i)
own or lease its assets and carry on its business and (ii) execute, deliver and perform its
obligations under the Loan Documents to which it is a party, (c) is duly qualified and is licensed
and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of
properties or the conduct of its business requires such qualification or license, and (d) is in
compliance with all Laws; except in each case referred to in clause (b)(i), (c) or
(d) above, to the extent that failure to do so could not reasonably be expected to have a
Material Adverse Effect.



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     5.2 Authorization; No Contravention. The execution, delivery and performance by ProLogis and each
other Borrower of each Loan Document to which ProLogis and/or such other Borrower is a party and by
ProLogis of the ProLogis Guaranty have been duly authorized by all necessary corporate or other
organizational action, and do not and will not: (a) contravene the terms of such Person’s
Organization Documents; (b) conflict with or result in any breach or contravention of, or the
creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation
to which such Person is a party or affecting such Person or the properties of any Company or (ii)
any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which
such Person or its property is subject; or (c) violate any Law. Each Company is in compliance with
all Contractual Obligations referred to in clause (b)(i), except to the extent that failure
to do so could not reasonably be expected to have a Material Adverse Effect.



     5.3 Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or
other action by, or notice to, or filing with, any Governmental Authority or any other Person is
necessary or required in connection with the execution, delivery or performance by, or enforcement
against, ProLogis or any other Borrower of this Agreement or any other Loan Document to which
ProLogis or such other Borrower is a party.



     5.4 Binding Effect. This Agreement has been, and each other Loan Document, when delivered
hereunder, will have been, duly executed and delivered by ProLogis and each other Borrower that is
party thereto. This Agreement constitutes, and each other Loan Document to which any ProLogis or
any other Borrower is a party when so delivered will constitute, a legal, valid and binding
obligation of ProLogis and such other Borrower that is a party thereto, enforceable against
ProLogis and such other Borrower in accordance with its terms, subject to applicable Debtor Relief
Laws and general principles of equity.



     5.5 Financial Statements.




     (a) The Audited Financial Statements (i) were prepared in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein; (ii) fairly present the financial condition of the
Companies as of the date thereof and their results of operations for the period
covered thereby in accordance with GAAP consistently applied throughout the
period covered thereby, except as otherwise expressly noted therein; and (iii)
show (either in the text thereof or the notes thereto) all material Liabilities of
the Companies as of the date thereof.




     (b) The unaudited consolidated balance sheet of the Companies dated March 31,
2005, and the related consolidated statements of income or operations, shareholders’
equity and cash flows for the fiscal quarter ended on that date (i) were prepared in
accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein, and (ii) fairly present the financial
condition of the Companies as of the date thereof and their results of operations
for the period covered thereby, subject, in the case of



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clauses (i) and
(ii), to the absence of footnotes and to normal year-end audit adjustments.



     5.6 Litigation. As of the Closing Date, there are no actions, suits, proceedings, claims or
disputes pending or, to the knowledge of ProLogis after due and diligent investigation, threatened
or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or
against any Company or against any Company’s properties or revenues that (a) purport to affect or
pertain to this Agreement or any other Loan Document, or any of the transactions contemplated
hereby, or (b) except as specifically disclosed in Schedule 5.6, either individually or in
the aggregate, if determined adversely, could reasonably be expected to have a Material Adverse
Effect.



     5.7 No Default. No Company is in default under or with respect to any Contractual Obligation that
could, either individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect. No Default has occurred and is continuing or would result from the consummation of the
transactions contemplated by this Agreement or any other Loan Document.



     5.8 Ownership of Property; Liens. Each Company has good record and marketable title in fee simple
to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of
its business, except for such defects in title as could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.



     5.9 Environmental Compliance. Each Company conducts in the ordinary course of business a review of
the effect of existing Environmental Laws and claims alleging potential Liability or responsibility
for violation of any Environmental Law on their respective businesses, operations and properties,
and as a result thereof the Companies have reasonably concluded that, except as specifically
disclosed in Schedule 5.9, such Environmental Laws and claims could not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect.



     5.10 Insurance. The properties of each Company are insured with financially sound and reputable
insurance companies not Affiliates of ProLogis, in such amounts, with such deductibles and covering
such risks as are customarily carried by companies engaged in similar businesses and owning similar
properties in localities where such Company conducts business; provided that any Company
may maintain insurance with an insurance company that is an Affiliate of ProLogis, to the extent
such insurance company is reasonably acceptable to Administrative Agent and to the extent such
self-insurance is permitted by the jurisdiction under which such Company operates, solely for the
purpose of covering up to $10,000,000 of any applicable insurance claim.



     5.11 Taxes. Each Company has filed all Federal and other material state, provincial, and other Tax
returns and reports required to be filed, and has paid, collected, withheld and remitted all
Federal and other material state, provincial, and other material Taxes, assessments, fees and other
governmental charges levied or imposed upon it or its properties, income or assets otherwise due
and payable, or which it has been required to collect or withhold and remit, except those which are
being contested in good faith by appropriate proceedings diligently conducted and for which
adequate reserves have been provided in accordance with GAAP. There is no



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proposed tax assessment
against any Company that would, if made, have a Material Adverse Effect.




     5.12 Pension Law Compliance.




     (a) Each Plan is in compliance in all material respects with the applicable
provisions of applicable Laws. Each Plan that is intended to qualify under Section
401(a) of the Code has received a favorable determination or opinion letter from the
IRS or an application for such a letter is currently being processed by the IRS with
respect thereto and, to the best knowledge of ProLogis, nothing has occurred which
would prevent, or cause the loss of, such qualification. ProLogis and each ERISA
Affiliate have made all required contributions to each Pension Plan subject to
Section 412 of the Code, and no application for a funding waiver or an extension of
any amortization period pursuant to Section 412 of the Code has been made with
respect to any such Pension Plan.




     (b) There are no pending or, to the best knowledge of ProLogis, threatened
claims, actions or lawsuits, or action by any Governmental Authority, with respect
to any Plan that could reasonably be expected to have a Material Adverse Effect.
ProLogis has no knowledge of any prohibited transaction (within the meaning of
Section 4975 of the Code or Section 406 of ERISA) or violation of the fiduciary
responsibility rules (within the meaning of Section 404 or 405 of ERISA) with
respect to any Plan that has resulted or could reasonably be expected to result in a
Material Adverse Effect.




     (c) (i) No ERISA Event has occurred or is reasonably expected to occur; (ii)
neither ProLogis nor any ERISA Affiliate has incurred, or reasonably expects to
incur, any Liability under Title IV of ERISA with respect to any Pension Plan (other
than premiums due and not delinquent under Section 4007 of ERISA); (iii) neither
ProLogis nor any ERISA Affiliate has incurred any unsatisfied, or reasonably expects
to incur any, Liability (and no event has occurred which, with the giving of notice
under Section 4219 of ERISA, would result in such Liability)
under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and
(iv) neither ProLogis nor any ERISA Affiliate has engaged in a transaction that
reasonably could be expected to be subject to Sections 4069 or 4212(c) of ERISA.



     5.13 Margin Regulations; Investment Company Act; Public Utility Holding Company Act.




     (a) No Borrower is engaged or will engage, principally or as one of its
important activities, in the business of purchasing or carrying margin stock (within
the meaning of Regulation U issued by the FRB), or extending credit for the purpose
of purchasing or carrying margin stock.




     (b) No Company nor any Person Controlling any Company (i) is a “holding
company,” or a “subsidiary company” of a “holding company,” or an



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“affiliate” of a
“holding company” or of a “subsidiary company” of a “holding company,” within the
meaning of the Public Utility Holding Company Act of 1935, or (ii) is or is required
to be registered as an “investment company” under the Investment Company Act of
1940.



     5.14 Disclosure. Each Borrower has disclosed to Administrative Agent and Lenders all agreements,
instruments and corporate or other restrictions to which any Company is subject, and all other
matters known to it, that, individually or in the aggregate, could reasonably be expected to result
in a Material Adverse Effect. No report, financial statement, certificate or other information
furnished (whether in writing or orally) by or on behalf of any Borrower to Administrative Agent or
Lenders in connection with the transactions contemplated hereby and the negotiation of this
Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or
supplemented by other information so furnished) contains any material misstatement of fact or omits
to state any material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading in any material respect; provided
that, with respect to projected financial information, each Borrower represents only that such
information was prepared in good faith based upon assumptions believed to be reasonable at the
time.



     5.15 Compliance with Laws. Each Company is in compliance in all material respects with the
requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its
properties, except in such instances in which (a) such requirement of Law or order, writ,
injunction or decree is being contested in good faith by appropriate proceedings diligently
conducted or (b) the failure to comply therewith, either individually or in the aggregate, could
not reasonably be expected to have a Material Adverse Effect.



     5.16 Solvency. Each Borrower is, and after giving effect to all Obligations hereunder will be,
Solvent.



     5.17 Exemption from ERISA; Plan Assets. The assets of each Company are not “plan assets” as defined in 29 C.F.R. § 2510.3-101(a)(1) (or
any successor regulation) of any Plan.



ARTICLE VI

AFFIRMATIVE COVENANTS



So long as any Lender shall have any Commitment hereunder or any Term Loan or other Obligation
shall remain unpaid or unsatisfied:




     6.1 Financial Statements. ProLogis shall deliver to Administrative Agent, in form and detail
satisfactory to Administrative Agent:




     (a) as soon as available, but in any event within ninety (90) days after the
end of each fiscal year of ProLogis (commencing with the fiscal year ended December
31, 2005), a consolidated balance sheet of the Companies as at the end of such
fiscal year, and the related consolidated statements of income or



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operations, shareholders’ equity and cash flows for such fiscal year, setting forth in each case
in comparative form the figures for the previous fiscal year, all in reasonable
detail, audited and accompanied by a report and opinion of a Registered Public
Accounting Firm of nationally recognized standing reasonably acceptable to
Administrative Agent, which report and opinion shall be prepared in accordance with
generally accepted auditing standards and applicable Securities Laws; and




     (b) as soon as available, but in any event within forty-five (45) days after
the end of each of the first three (3) fiscal quarters of each fiscal year of
ProLogis (commencing with the fiscal quarter ended March 31, 2006), a consolidated
balance sheet of the Companies as at the end of such fiscal quarter, and the related
consolidated statements of income or operations, shareholders’ equity and cash flows
for such fiscal quarter and for the portion of ProLogis’ fiscal year then ended,
setting forth in each case in comparative form a balance sheet as of the end of the
corresponding fiscal quarter of the previous fiscal year and statements of income or
operation and cash flows the corresponding portion of the previous fiscal year, all
in reasonable detail, certified by a Responsible Officer of ProLogis as fairly
presenting the financial condition, results of operations, shareholders’ equity and
cash flows of the Companies, subject only to normal year-end audit adjustments and
the absence of footnotes.


As to any information contained in materials furnished pursuant to Section 6.2(d), ProLogis
shall not be separately required to furnish such information under clause (a) or
(b) above, but the foregoing shall not be in derogation of the obligation of ProLogis to
furnish the information and materials described in clauses (a) and (b) above at the
times specified therein.




     6.2 Certificates; Other Information. ProLogis shall deliver to Administrative Agent, in form and detail satisfactory to
Administrative Agent:




     (a) concurrently with the delivery of each set of financial statements referred
to in Section 6.1(a), an opinion from a Registered Public Accounting Firm of
nationally recognized standing to the effect that such financial statements were
prepared in accordance with GAAP and present fairly, in all material respects, the
consolidated financial condition of ProLogis as of the date thereof and the
consolidated results of operations of ProLogis for the fiscal year then ended;




     (b) concurrently with the delivery of each set of financial statements referred
to in Sections 6.1(a) and (b), a duly completed Compliance
Certificate signed by a Responsible Officer of ProLogis;




     (c) promptly after any request by Administrative Agent, copies of any detailed
audit reports, management letters or recommendations submitted to the board of
trustees (or the audit committee of the board of trustees) of ProLogis by



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independent accountants in connection with the accounts or books of ProLogis or any
other Company, or any audit of any of them;




     (d) promptly after filing, true, correct, and complete copies of all material
reports or filings filed by or on behalf of any Company with any Governmental
Authority (including copies of each Form 10-K, Form 10-Q, and Form S-8 filed by or
on behalf of any Company with the SEC); and




     (e) promptly, such additional information regarding the business, financial or
corporate affairs of any Company, or compliance with the terms of the Loan
Documents, as Administrative Agent may from time to time reasonably request.


Documents required to be delivered pursuant to Section 6.1(a) or (b) or Section
6.2(d) (to the extent any such documents are included in materials otherwise filed with the
SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on
the date (i) on which ProLogis posts such documents, or provides a link thereto on ProLogis’
website on the Internet at the website address listed on Schedule 10.2; or (ii) on which
such documents are posted on ProLogis’ behalf on an Internet or intranet website, if any, to which
Administrative Agent and Lenders have access (whether a commercial, third-party website or whether
sponsored by Administrative Agent); provided that: (i) ProLogis shall deliver paper copies
of such documents to Administrative Agent that requests ProLogis to deliver such paper copies until
a written request to cease delivering paper copies is given by Administrative Agent and (ii)
ProLogis shall notify Administrative Agent (by telecopier or electronic mail) of the posting of any
such documents and provide to Administrative Agent by electronic mail electronic versions
(i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every
instance ProLogis shall be required to provide paper copies of the Compliance Certificates required
by Section 6.2(b) to Administrative Agent. Except for such Compliance Certificates,
Administrative Agent shall have no obligation to request the delivery or to maintain copies of the
documents referred to above, and in any event shall have no responsibility to monitor compliance by
ProLogis with any such request for delivery, and each Lender shall be solely responsible for
requesting delivery to it or maintaining its copies of such documents.



ProLogis hereby acknowledges that (a) Administrative Agent will make available to each Lender
materials and/or information provided by or on behalf of ProLogis hereunder (collectively,
“Borrower Materials”) by posting Borrower Materials on IntraLinks or another similar
electronic system (the “Platform”) and (b) certain Lenders may be “public-side” Lenders
(i.e., Lenders that do not wish to receive material non-public information with respect to ProLogis
or its securities) (each, a “Public Lender”). ProLogis hereby agrees that: (w) all
Borrower Materials that are to be made available to Public Lenders shall be clearly and
conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear
prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” ProLogis shall
be deemed to have authorized Administrative Agent and Lenders to treat Borrower Materials as not
containing any material non-public information with respect to ProLogis or its securities for
purposes of United States Federal and state securities laws (provided that to the extent
Borrower Materials constitute Information, they shall be treated as set forth in Section
10.7); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a
portion of the Platform designated




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“Public Investor;” and (z) Administrative Agent shall be
entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for
posting on a portion of the Platform not designated “Public Investor.” Notwithstanding the
foregoing, ProLogis shall have no obligation to mark Borrower Materials “PUBLIC”.




     6.3 Notices. ProLogis shall promptly notify Administrative Agent:




     (a) of the occurrence of any Default;




     (b) of any matter that has resulted or could reasonably be expected to result
in a Material Adverse Effect, including: (i) breach or non-performance of, or any
default under, a Contractual Obligation of any Company; (ii) any dispute,
litigation, investigation, proceeding or suspension between any Company and any
Governmental Authority; or (iii) the commencement of, or any material development
in, any litigation or proceeding affecting any Company, including pursuant to any
applicable Environmental Laws;




     (c) of the occurrence of any ERISA Event;




     (d) of any material change in accounting policies or financial reporting
practices by ProLogis or any Consolidated Subsidiary (except to the extent disclosed
in financial statements provided pursuant to Section 6.1, including the
footnotes to such financial statements);




     (e) of the occurrence of any Internal Control Event; and




     (f) promptly upon receipt by ProLogis of notice thereof, and in any event
within five (5) Business Days after any change in the Moody’s Rating, the S&P
Rating, or the Fitch Rating, notice of such change.


Each notice pursuant to this Section 6.3 shall be accompanied by a statement of a
Responsible Officer of ProLogis setting forth details of the occurrence referred to therein and
stating what action ProLogis has taken and proposes to take with respect thereto. Each notice
pursuant to Section 6.3(a) shall describe with particularity any and all provisions of this
Agreement and any other Loan Document that have been breached.




     6.4 Payment of Obligations. ProLogis shall, and shall cause each other Company to, pay and
discharge as the same shall become due and payable, all its Liabilities (including tax
Liabilities), except to the extent (a) the same are being contested in good faith by appropriate
proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained
therefor, or (b) the failure to pay and discharge Liabilities could not reasonably be expected to
result in a Material Adverse Effect.



     6.5 Preservation of Existence, Etc. ProLogis shall, and shall cause each other Company to: (a)
preserve, renew and maintain in full force and effect its legal existence and good standing under
the Laws of the jurisdiction of its organization except in a transaction permitted by



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Section 7.4 or 7.5; (b) take all reasonable action to maintain all rights, privileges, permits,
licenses and franchises necessary or desirable in the normal conduct of its business, except to the
extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks,
the non-preservation of which could reasonably be expected to have a Material Adverse Effect.




     6.6 Maintenance of Properties. ProLogis shall, and shall cause each other Company to: (a)
maintain, preserve and protect all of its material properties and equipment necessary in the
operation of its business in good working order and condition, ordinary wear and tear excepted; and
(b) make all necessary repairs thereto and renewals and replacements thereof, in each case except
where the failure to do so could not reasonably be expected to have a Material Adverse Effect.



     6.7 Maintenance of Insurance. ProLogis shall, and shall cause each other Company to, maintain with
financially sound and reputable insurance companies not Affiliates of ProLogis, insurance in such
amounts, with such deductibles and covering such risks as is customarily carried by companies
engaged in similar businesses and owning similar properties in localities where such Company
conducts business; provided that any Company may maintain insurance with an insurance
company that is an Affiliate of ProLogis, to the extent such insurance company is reasonably
acceptable to Administrative Agent and to the extent such self-insurance is permitted by the
jurisdiction under which such Company operates, solely for the purpose of covering up to
$10,000,000 of any applicable insurance claim.



     6.8 Compliance with Laws. ProLogis shall, and shall cause each other Company to, comply in all
material respects with the requirements of all Laws and all orders, writs, injunctions and decrees
applicable to it or to its business or property, except in such instances in which (a) such
requirement of Law or order, writ, injunction or decree is being contested in good faith by
appropriate proceedings diligently conducted, or (b) the failure to comply therewith could not
reasonably be expected to have a Material Adverse Effect.



     6.9 Books and Records. ProLogis shall, and shall cause each other Company to, maintain proper
books of record and account, in which true and correct entries are made that are sufficient to
prepare ProLogis’ financial statements in conformity with GAAP consistently applied.



     6.10 Inspection Rights. Upon reasonable request, and subject to Section 10.7, ProLogis
shall, and shall cause each other Company to, allow Administrative Agent (or its Related Parties
who may be accompanied by a Related Party of one (1) or more Lenders) to inspect any of its
properties, to review reports, files, and other records and to make and take away copies thereof,
and to discuss (provided that ProLogis is given the opportunity to be present for such discussions)
any of its affairs, conditions, and finances with its directors, officers, employees, or
representatives from time to time upon reasonable notice, during normal business hours;
provided that unless a Default has occurred and is continuing and except in the case of
Administrative Agent and its Related Parties, such inspections shall be at the applicable Lender’s
sole cost and expense.



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     6.11 Use of Proceeds. Each Borrower shall use the proceeds of the Term Loans for general corporate
purposes not in contravention of any Law or of any Loan Document.



     6.12 REIT Status. ProLogis shall, at all times, qualify as a REIT (including its organization and
method of operations and those of its Consolidated Subsidiaries).



ARTICLE VII

NEGATIVE COVENANTS



So long as any Lender shall have any Commitment hereunder or any Term Loan or other Obligation
shall remain unpaid or unsatisfied:




     7.1 Investments. ProLogis shall not permit, as of any date, the Companies’ aggregate direct and
indirect Investments in raw land, Non-Industrial Properties, and Refrigerated Warehouse Properties
(including the Companies’ Share of all such Investments of Unconsolidated Affiliates of the
Companies) to exceed in the aggregate twenty-five percent (25%) of Total Asset Value.



     7.2 Secured Indebtedness. ProLogis shall not permit the aggregate amount of all Secured Debt (including the Companies’
Share of all Secured Debt of Unconsolidated Affiliates of the Companies) at any time outstanding to
exceed twenty-five percent (25%) of Total Asset Value.



     7.3 Fundamental Changes. ProLogis shall not, and shall not permit any other Company to, merge,
dissolve, liquidate, consolidate with or into another Person, except that, so long as no Default
exists or would result therefrom:




     (a) any Consolidated Subsidiary may merge with ProLogis, provided that
ProLogis shall be the continuing or surviving Person;




     (b) any Consolidated Subsidiary may merge with any one or more other
Consolidated Subsidiaries; and




     (c) any Company (other than ProLogis) may be voluntarily dissolved or
liquidated under the laws of its jurisdiction of organization (excluding any Debtor
Relief Law).



     7.4 Dispositions. ProLogis shall not, and shall not permit any other Company to, make any
Disposition, except:




     (a) Dispositions of obsolete or worn out property, whether now owned or
hereafter acquired, in the ordinary course of business;




     (b) Dispositions of property to the extent that (i) such property is exchanged
for credit against the purchase price of similar replacement property or



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(ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price
of similar replacement property;




     (c) Dispositions of property by any Consolidated Subsidiary to ProLogis or
another Consolidated Subsidiary;




     (d) Dispositions permitted by Section 7.3;




     (e) leases of Properties in the ordinary course of business;




     (f) Dispositions of Refrigerated Warehouse Properties (and of Consolidated
Subsidiaries that own primarily Refrigerated Warehouse Properties);




     (g) sales or other transfers of assets to Property Funds; and




     (h) other sales or other transfers of assets during any period of four (4)
consecutive fiscal quarters having a fair market value of not more than twenty
percent (20%) of the fair market value of all assets of the Companies as of the
first (1st) day of such period or, if greater, immediately prior to
such sale or transfer;


provided that any Disposition pursuant to clauses (a), (b), (f),
(g) and (h) shall be for fair market value.




     7.5 Restricted Payments. ProLogis shall not, and shall not permit any other Company to, declare or
make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or
otherwise) to do so, except that:




     (a) any Consolidated Subsidiary may make Restricted Payments to ProLogis or
another Consolidated Subsidiary;




     (b) so long as no Default exists of would result therefrom, any Consolidated
Subsidiary may make Restricted Payments to any other Person that owns an Equity
Interest in such Consolidated Subsidiary, so long as payments are concurrently made
ratably to all holders of the type of Equity Interest in respect of which such
Restricted Payment is being made;




     (c) any Company may declare and make dividend payments or other distributions
payable solely in the common stock or other common Equity Interests of such Person;




     (d) any Company may purchase, redeem or otherwise acquire Equity Interests
issued by it with the proceeds received from the substantially concurrent issue of
new shares of its common stock or other common Equity Interests;



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     (e) ProLogis may purchase, redeem or otherwise acquire any of its Equity
Interests; provided that (i) no Default exists before or after giving effect
to such purchase, redemption or other acquisition, and (ii) the aggregate purchase
price, redemption price or other acquisition price of all such purchases,
redemptions or other acquisitions shall not exceed $400,000,000 in the aggregate
during the term of this Agreement; and




     (f) ProLogis may make Permitted Distributions.



     7.6 Change in Nature of Business. ProLogis shall not, and ProLogis shall not permit any other
Company to, engage in any material line of business substantially different from those lines of
business conducted by the Companies and its subsidiaries on the date hereof or any business
substantially related or incidental thereto.



     7.7 Transactions with Affiliates. ProLogis shall not, and shall not permit any other Company to,
enter into any transaction of any kind with any Affiliate of ProLogis, whether or not in the
ordinary course of business;
provided that the foregoing restriction shall not apply to (a) transactions with existing
shareholders of Consolidated Subsidiaries and Unconsolidated Affiliates, (b) transactions in the
ordinary course of business (i) on fair and reasonable terms substantially as favorable to ProLogis
or such Company as would be obtainable by ProLogis or such Company at the time in a comparable
arm’s length transaction with a Person other than an Affiliate or (ii) that comply with the
requirements of the North America Security Administrators Association’s Statement of Policy of Real
Estate Investment Trusts, (c) payments to or from such Affiliates under leases of commercial space
on market terms, (d) payment of fees under asset or property management agreements under terms and
conditions available from qualified management companies, (e) intercompany Liabilities and other
Investments between any Company and its Consolidated Subsidiaries and Unconsolidated Affiliates
otherwise permitted pursuant to this Agreement, (f) transactions between Companies, and (g)
transactions otherwise permitted hereunder.



     7.8 Negative Pledge Agreements; Burdensome Agreements.




     (a) ProLogis shall not, and shall not permit any other Company to, enter into
any negative pledge or other agreement with any other Person such that ProLogis
shall be prohibited from granting to Administrative Agent, for the benefit of
Administrative Agent and Lender, a first-priority Lien in any Unencumbered Property
with Adjusted EBITDA that is used in the calculation of Unencumbered Debt Service
Coverage Ratio.




     (b) ProLogis shall not permit any Consolidated Subsidiary to enter into any
Contractual Obligation (other than this Agreement, any other Loan Document or any
other agreement or document evidencing or governing Indebtedness of such
Consolidated Subsidiary) that limits the ability of such Consolidated Subsidiary to
make Restricted Payments to any Company.



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     7.9 Use of Proceeds. Borrowers shall not use the proceeds of the Term Loans, whether directly or
indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock
(within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of
purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.



     7.10 Financial Covenants.




     7.10.1 Consolidated Net Worth. ProLogis shall not permit Consolidated Net
Worth at any time to be less than the sum of (a) $2,500,000,000, and (b) an amount equal to
seventy percent (70%) of the aggregate increases in Shareholders’ Equity after October 6,
2005 by reason of the issuance and sale of Equity Interests of any Company (other than (x)
the issuance and sale of preferred Equity Interests in substitution and replacement of other
preferred Equity Interests that ProLogis redeemed or otherwise acquired pursuant to a
Permitted Redemption to the extent that the net proceeds from such issuance and sale do not
exceed the amount of such Permitted Redemption and (y) issuances to a Company), including
upon any conversion of debt securities of any Company into such Equity Interests.




     7.10.2 Consolidated Leverage Ratio. ProLogis shall not permit the Consolidated
Leverage Ratio at any time to be greater than the Maximum Leverage Ratio.




     7.10.3 Fixed Charge Coverage Ratio. ProLogis shall not permit the Fixed Charge
Coverage Ratio, as of the last day of any fiscal quarter, to be less than 1.75 to 1.0.




     7.10.4 Unencumbered Debt Service Coverage Ratio. ProLogis shall not permit the
Unencumbered Debt Service Coverage Ratio, as of the last day of any fiscal quarter, to be
less than 1.75 to 1.0.


For purposes of calculating the covenants set forth in this Section 7.10, the amount
included in such calculations with respect to any Qualified Bridge Loan as a result of ProLogis’ or
any other Company’s guaranty of such Qualified Bridge Loan shall be limited to the Companies’ Share
of such Qualified Bridge Loan from the date of incurrence of such Qualified Bridge Loan until the
date that is one hundred and twenty (120) days after the incurrence thereof so long as no
default or event of default has occurred and is continuing under such Qualified Bridge Loan.




ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES




     8.1 Events of Default. Any of the following shall constitute an Event of Default:




     8.1.1 Non-Payment. Any Borrower fails to pay (a) when and as required to be
paid herein, any amount of principal of any Term Loan, or (b) within three (3) Business Days
after the same becomes due, any interest on any Term Loan, or any fee due hereunder, or (c)
within five (5) days after the same becomes due, any other amount payable hereunder or under
any other Loan Document.



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     8.1.2 Specific Covenants. ProLogis (or, if applicable, any other Borrower)
fails to perform or observe any term, covenant or agreement contained in any of Section
6.10, 7.2, 7.5, or 7.10.




     8.1.3 Other Defaults. ProLogis (or, if applicable, any other Borrower) fails
to perform or observe any other covenant or agreement (not specified in Section
8.1.1 or 8.1.2 above) contained in any Loan Document on its part to be performed
or observed and such failure continues for thirty (30) days (less, in the case of
Section 6.3, the number of days between the date a Responsible Officer of ProLogis
obtained knowledge of such failure and the date that notice thereof is given pursuant to
Section 6.3) after the first to occur of (a) a Responsible Officer of ProLogis
obtaining knowledge of such failure or (b) ProLogis’ receipt of notice from Administrative
Agent of such failure; provided that if such failure is of such a nature that can be cured
but cannot with reasonable effort be completely cured within thirty (30) days, then such
thirty (30) day period shall be extended for such additional period of time (not exceeding
thirty (30) additional days) as
may be reasonably necessary to cure such failure so long as ProLogis commences such
cure within such thirty (30) day period and diligently prosecutes same until completion.




     8.1.4 Representations and Warranties. Any representation, warranty,
certification or statement of fact made or deemed made by or on behalf of any Borrower
herein, in any other Loan Document, or in any document delivered in connection herewith or
therewith shall be incorrect or misleading in any material respect when made or deemed made.




     8.1.5 Cross-Default.




     (a) Any Company fails to make any payment when due (whether by scheduled
maturity, required prepayment, acceleration, demand, or otherwise) in respect of any
Indebtedness or Guarantee (other than Indebtedness hereunder or under any other Loan
Document and Indebtedness under Swap Contracts) having an aggregate principal amount
(including amounts owing to all creditors under any combined or syndicated credit
arrangement) of more than $50,000,000; or




     (b) Any Company fails to observe or perform any other agreement or condition
relating to in respect of any Indebtedness or Guarantee or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other event
occurs, the effect of which default or other event is to cause Indebtedness having
an aggregate principal amount (including amounts owing to all creditors under any
combined or syndicated credit arrangement) of more than $50,000,000, to be demanded
or to become due or to be repurchased, prepaid, defeased or redeemed (automatically
or otherwise), or an offer to repurchase, prepay, defease or redeem such
Indebtedness to be made, prior to its stated maturity, or such Guarantee to become
payable or cash collateral in respect thereof to be demanded; or



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     (c) There occurs under any Swap Contract an Early Termination Date (as defined
in such Swap Contract) resulting from (A) any event of default under such Swap
Contract as to which ProLogis or any Consolidated Subsidiary is the Defaulting Party
(as defined in such Swap Contract) or (B) any Termination Event (as so defined)
under such Swap Contract as to which ProLogis or any Consolidated Subsidiary is an
Affected Party (as so defined) and, in either event, the Swap Termination Value owed
by ProLogis or such Consolidated Subsidiary as a result thereof is greater than
$50,000,000.




     8.1.6 Insolvency Proceedings, Etc. Any Company institutes or consents to the
institution of any proceeding under any Debtor Relief Law, or makes an assignment for the
benefit of creditors; or applies for or consents to the appointment of any receiver,
trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for
all or any material part of its property; or any receiver, trustee, custodian, conservator,
liquidator, rehabilitator or similar officer is appointed without the application or consent
of such Person and the appointment continues undischarged or unstayed for sixty (60)
calendar days; or any proceeding under any Debtor Relief Law relating to any Company or
to all or any material part of its property is instituted without the consent of such
Company and continues undismissed or unstayed for sixty (60) calendar days, or an order for
relief is entered in any such proceeding.




     8.1.7 Inability to Pay Debts; Attachment. (a) Any Company becomes unable or
admits in writing its inability or fails generally to pay its debts as they become due, or
(b) any writ or warrant of attachment or execution or similar process is issued or levied
against all or any material part of the property of any Company and is not released, vacated
or fully bonded within thirty (30) days after its issue or levy.




     8.1.8 Judgments. There is entered against any Company (a) a final judgment or
order for the payment of money in an aggregate amount exceeding $50,000,000 (to the extent
not covered by insurance as to which the insurer does not dispute coverage), or (b) any one
or more non-monetary final judgments that have, or could reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect and, in either case, (i)
enforcement proceedings are commenced by any creditor upon such judgment or order, or (ii)
there is a period of ten (10) consecutive days during which a stay of enforcement of such
judgment, by reason of a pending appeal or otherwise, is not in effect.




     8.1.9 ERISA. (a) An ERISA Event occurs with respect to a Pension Plan or
Multiemployer Plan which has resulted or could reasonably be expected to result in Liability
of any Company under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the
PBGC in an aggregate amount in excess of $5,000,000, or (b) ProLogis or any ERISA Affiliate
fails to pay when due, after the expiration of any applicable grace period, any installment
payment with respect to its withdrawal Liability under Section 4201 of ERISA under a
Multiemployer Plan in an aggregate amount in excess of $5,000,000.



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     8.1.10 Invalidity of Loan Documents. Any provision of any Loan Document, at
any time after its execution and delivery and for any reason other than as expressly
permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to
be in full force and effect; or ProLogis or any other Borrower contests in any manner the
validity or enforceability of any provision of any Loan Document; or ProLogis or any other
Borrower denies that it has any or further Liability or obligation under any Loan Document,
or purports to revoke, terminate or rescind any provision of any Loan Document.




     8.1.11 Change of Control. (a) A Change of Control occurs or (b) ProLogis shall
cease to own Equity Interests of any Affiliate Borrower unless all Term Loans of such
Affiliate Borrower have been paid in full.




     8.1.12 Plan Assets. The assets of any Borrower at any time constitute “plan
assets” as defined in 29 C.F.R. § 2510.3-101(a)(1) (or any successor regulation).



     8.2 Remedies Upon Event of Default. If any Event of Default occurs and is continuing,
Administrative Agent shall, at the request of, or may, with the consent of, Required Lenders, take
any or all of the following actions:




     (a) declare the Term Loan Commitments to be terminated, whereupon such
commitments shall be terminated;




     (b) declare the unpaid principal amount of all outstanding Term Loans, all
interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable,
without presentment, demand, protest or other notice of any kind, all of which are
hereby expressly waived by each Borrower;




     (c) exercise on behalf of itself and each Lender all rights and remedies
available to it and Lenders under the Loan Documents;


provided that upon the occurrence of an actual or deemed entry of an order for relief with
respect to any Borrower under the Bankruptcy Code of the United States, the unpaid principal amount
of all outstanding Term Loans and all interest and other amounts as aforesaid shall automatically
become due and payable without further act of Administrative Agent or any Lender.




     8.3 Application of Funds. After the exercise of remedies provided for in Section 8.2 (or
after the Term Loans have automatically become immediately due and payable), any amounts received
on account of the Obligations shall be applied by Administrative Agent in the following order:



     First, to payment of that portion of the Obligations constituting fees, indemnities,
expenses and other amounts (including fees, charges and disbursements of counsel to Administrative
Agent and amounts payable under Article III) payable to Administrative Agent in its
capacity as such;



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     Second, to payment of that portion of the Obligations constituting fees, indemnities
and other amounts (other than principal and interest) payable to Lenders (including fees, charges
and disbursements of counsel to the respective Lenders and amounts payable under Article
III), ratably among them in proportion to the respective amounts described in this clause
Second payable to them;



     Third, to payment of that portion of the Obligations constituting accrued and unpaid
interest on the Term Loans and other Obligations, ratably among Lenders in proportion to the
respective amounts described in this clause Third payable to them;



     Fourth, to payment of that portion of the Obligations constituting unpaid principal of
the Term Loans, ratably among Lenders in proportion to the respective amounts described in this
clause Fourth held by them; and



     Last, the balance, if any, after all of the Obligations have been indefeasibly paid in
full, to the applicable Borrower or as otherwise required by Law.



ARTICLE IX

ADMINISTRATIVE AGENT




     9.1 Appointment and Authority. Each Lender hereby irrevocably appoints Bank of America to act on
its behalf as Administrative Agent hereunder and under the other Loan Documents and authorizes
Administrative Agent to take such actions on its behalf and to exercise such powers as are
delegated to Administrative Agent, as applicable, by the terms hereof or thereof, together with
such actions and powers as are reasonably incidental thereto. The provisions of this Article are
solely for the benefit of Administrative Agent and Lenders, and Borrowers shall have no rights as a
third-party beneficiary of any of such provisions.



     9.2 Rights as a Lender. The Person serving as Administrative Agent hereunder shall have the same
rights and powers in its capacity as a Lender as any other Lender and may exercise the same as
though it were not Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise
expressly indicated or unless the context otherwise requires, include the Person serving as
Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may
accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity
for and generally engage in any kind of business with ProLogis or any Subsidiary or other Affiliate
thereof as if such Person were not Administrative Agent hereunder and without any duty to account
therefor to Lenders.



     9.3 Exculpatory Provisions. Administrative Agent shall not have any duties or obligations except
those expressly set forth herein and in the other Loan Documents. Without limiting the generality
of the foregoing, Administrative Agent:




(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing;



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(b) shall not have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or by the other
Loan Documents that Administrative Agent is required to exercise as directed in writing by
Required Lenders (or such other number, percentage, or group of Lenders as shall be
expressly provided for herein or in the other Loan Documents), provided that
Administrative Agent shall not be required to take any action that, in its opinion or the
opinion of its counsel, may expose Administrative Agent to liability or that is contrary to
any Loan Document or applicable law; and




(c) shall not, except as expressly set forth herein and in the other Loan Documents, have
any duty to disclose, and shall not be liable for the failure to disclose, any information
relating to ProLogis or any of its Affiliates that is communicated to or
obtained by the Person serving as Administrative Agent or any of its Affiliates in any
capacity.


Administrative Agent shall not be liable for any action taken or not taken by it (i) with the
consent or at the request of Required Lenders (or such other number, percentage, or group of
Lenders as shall be necessary, or as Administrative Agent shall believe in good faith shall be
necessary, under the circumstances as provided in Sections 10.1 and 8.2) or (ii) in
the absence of its own gross negligence or willful misconduct. Administrative Agent shall be
deemed not to have knowledge of any Default unless and until notice describing such Default is
given to Administrative Agent by ProLogis or a Lender.



Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i)
any statement, warranty or representation made in or in connection with this Agreement or any other
Loan Document (other than its own statements, warranties, and representations), (ii) the contents
of any certificate, report or other document delivered hereunder or thereunder or in connection
herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or
other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the
validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document
or any other agreement, instrument or document or (v) the satisfaction of any condition set forth
in Article IV or elsewhere herein, other than to confirm receipt of items expressly
required to be delivered to Administrative Agent.




     9.4 Reliance by Administrative Agent. Administrative Agent shall be entitled to rely upon, and
shall not incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing (including any electronic message, Internet or
intranet website posting or other distribution) believed by it to be genuine and to have been
signed, sent or otherwise authenticated by the proper Person. Administrative Agent also may rely
upon any statement made to it orally or by telephone and believed by it to have been made by the
proper Person, and shall not incur any liability for relying thereon. In determining compliance
with any condition hereunder to the making of a Term Loan that by its terms must be fulfilled to
the satisfaction of a Lender, Administrative Agent may presume that such condition is satisfactory
to such Lender unless Administrative Agent shall have received notice to the contrary from such
Lender prior to the making of such Term Loan. Administrative Agent may consult with legal counsel
(who may be counsel for the Companies), independent accountants



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and other experts selected by it,
and shall not be liable for any action taken or not taken by it in accordance with the advice of
any such counsel, accountants or experts.




     9.5 Delegation of Duties. Administrative Agent may perform any and all of its duties and exercise
its rights and powers hereunder or under any other Loan Document by or through any one or more
sub-agents appointed by Administrative Agent. Administrative Agent and any such sub-agent may
perform any and all of its duties and exercise its rights and powers by or through their respective
Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and
to the Related Parties of Administrative Agent and any such sub-agent, and shall apply to their
respective activities in connection with the syndication of the credit facilities provided for
herein as well as activities as Administrative Agent.



     9.6 Resignation of Administrative Agent. Administrative Agent may at any time give notice of its
resignation to Lenders and ProLogis. Upon receipt of any such notice of resignation, Required
Lenders shall have the right, in consultation with ProLogis, to appoint a successor, which shall be
a bank with an office in the United States, or an Affiliate of a bank with an office in the United
States. If no such successor shall have been so appointed by Required Lenders and shall have
accepted such appointment within thirty (30) days after the retiring Administrative Agent gives
notice of its resignation, then the retiring Administrative Agent may on behalf of Lenders, appoint
a successor Administrative Agent meeting the qualifications set forth above; provided that
if Administrative Agent shall notify ProLogis and Lenders that no qualifying Person has accepted
such appointment, then such resignation shall nonetheless become effective in accordance with such
notice and (a) the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder and under the other Loan Documents, and (b) all payments, communications and
determinations provided to be made by, to or through Administrative Agent shall instead be made by
or to each Lender directly, until such time as Required Lenders appoint a successor Administrative
Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as
Administrative Agent hereunder, such successor shall succeed to and become vested with all of the
rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the
retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder
or under the other Loan Documents (if not already discharged therefrom as provided above in this
Section). The fees payable by ProLogis to a successor Administrative Agent shall be the same as
(but without duplication with) those payable to its predecessor unless otherwise agreed between
ProLogis and such successor. After the retiring Administrative Agent’s resignation hereunder and
under the other Loan Documents, the provisions of this Article and Section 10.4 shall
continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their
respective Related Parties in respect of any actions taken or omitted to be taken by any of them
while the retiring Administrative Agent was acting as Administrative Agent.



     9.7 Non-Reliance on Administrative Agent and Other Lenders. Each Lender acknowledges that it has,
independently and without reliance upon Administrative Agent or any other Lender or any of their
respective Related Parties and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender
also acknowledges that it will, independently and without reliance upon Administrative Agent or any
other Lender or any of their respective Related Parties and



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based on such documents and information
as it shall from time to time deem appropriate, continue to make its own decisions in taking or not
taking action under or based upon this Agreement, any other Loan Document or any related agreement
or any document furnished hereunder or thereunder.




     9.8 Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to any Borrower, Administrative Agent (irrespective of whether the
principal of any Term Loan shall
then be due and payable as herein expressed or by declaration or otherwise and irrespective of
whether Administrative Agent shall have made any demand on any Borrower) shall be entitled and
empowered, by intervention in such proceeding or otherwise




(a) to file and prove a claim for the whole amount of the principal and interest owing and
unpaid in respect of the Term Loans and all other Obligations that are owing and unpaid and
to file such other documents as may be necessary or advisable in order to have the claims of
Lenders and Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of Lenders and Administrative Agent and their
respective agents and counsel and all other amounts due Lenders and Administrative Agent
under Sections 2.6 and 10.4) allowed in such judicial proceeding; and




(b) to collect and receive any monies or other property payable or deliverable on any such
claims and to distribute the same;


and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Lender to make such payments to
Administrative Agent and, in the event that Administrative Agent shall consent to the making of
such payments directly to Lenders, to pay to Administrative Agent any amount due Administrative
Agent under Sections 2.6 and 10.4.



Nothing contained herein shall be deemed to authorize Administrative Agent to authorize or consent
to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment
or composition affecting the Obligations or the rights of any Lender or to authorize Administrative
Agent to vote in respect of the claim of any Lender in any such proceeding.




ARTICLE X

MISCELLANEOUS




     10.1 Amendments, Etc. Except as otherwise expressly provided herein, no amendment or waiver of any
provision of this Agreement or any other Loan Document, and no consent to any departure by ProLogis
or any other Borrower therefrom, shall be effective unless in writing signed by Required Lenders
and ProLogis and acknowledged by Administrative Agent, and each such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which given;
provided no amendment, waiver or consent shall:



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     (a) postpone any date fixed by this Agreement or any other Loan Document for
any scheduled or mandatory payment of principal, interest, fees or other amounts due
to any Lender hereunder or under any other Loan Document without the written consent
of each Lender directly affected thereby;




     (b) extend or increase the Term Loan Commitment of any Lender (or reinstate any
Term Loan Commitment terminated pursuant to Section 8.2) without the written
consent of such Lender;




     (c) reduce the principal of, or the rate of interest specified herein on, any
Term Loan, or any fees or other amounts payable hereunder or under any other Loan
Document, without the written consent of each Lender and/or Administrative Agent
directly affected thereby; provided that only the consent of Required
Lenders shall be necessary to amend the definition of “Default Rate” or to waive any
obligation of any Borrower to pay interest at the Default Rate;




     (d) change Section 2.10 or Section 8.3 in a manner that would
alter the pro rata sharing of payments required thereby without the written consent
of each affected Lender;




     (e) change any provision of this Section 10.1, the definition of
“Required Lenders” or any other provision hereof specifying the number or
percentage of the aggregate Lenders required to amend, waive or otherwise modify any
rights hereunder or make any determination or grant any consent hereunder without
the written consent of each Lender; and




     (f) release ProLogis from the ProLogis Guaranty without the written consent of
each Lender;


and provided, further, that no amendment, waiver or consent shall, unless in
writing and signed by Administrative Agent in addition to Lenders required above, affect the rights
or duties of Administrative Agent under this Agreement or any other Loan Document. Notwithstanding
anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove
any amendment, waiver or consent hereunder, except that the Term Loan Commitment of such Lender may
not be increased or extended without the consent of such Lender.




     10.2 Notices; Effectiveness; Electronic Communication.




     10.2.1 Notices Generally. Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as provided in
subsection (b) below), all notices and other communications provided for herein shall be in
writing and shall be delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopier as follows, and all notices and other communications
expressly permitted hereunder to be given by telephone shall be made to the applicable
telephone number, as follows:



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     (a) if to Borrowers or Administrative Agent, to the address, telecopier number,
electronic mail address or telephone number specified for such Person on
Schedule 10.2; and




     (b) if to any other Lender, to the address, telecopier number, electronic mail
address or telephone number specified in its Administrative Questionnaire.




Notices sent by hand or overnight courier service, or mailed by certified or registered
mail, shall be deemed to have been given when received; notices sent by telecopier shall be
deemed to have been given when sent (except that, if not given during normal business hours
for the recipient, shall be deemed to have been given at the opening of business on the next
business day for the recipient). Notices delivered through electronic communications to the
extent provided in Section 10.2.2, shall be effective as provided in such
Section 10.2.2.




     10.2.2 Electronic Communications. Notices and other communications to Lenders
hereunder may be delivered or furnished by electronic communication (including e-mail and
Internet or intranet websites) pursuant to procedures approved by Administrative Agent;
provided that the foregoing shall not apply to notices to any Lender pursuant to Article
II if such Lender, as applicable, has notified Administrative Agent that it is incapable
of receiving notices under such Article by electronic communication. Administrative Agent
or ProLogis may, in its discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it, provided that
approval of such procedures may be limited to particular notices or communications.




Unless Administrative Agent otherwise prescribes, (a) notices and other communications sent
to an e-mail address shall be deemed received upon the sender’s receipt of an
acknowledgement from the intended recipient (such as by the “return receipt requested”
function, as available, return e-mail or other written acknowledgement), provided
that if such notice or other communication is not sent during the normal business hours of
the recipient, such notice or communication shall be deemed to have been sent at the opening
of business on the next business day for the recipient, and (b) notices or communications
posted to an Internet or intranet website shall be deemed received upon the deemed receipt
by the intended recipient at its e-mail address as described in the foregoing clause
(a) of notification that such notice or communication is available and identifying the
website address therefor.




     10.2.3 The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE
AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER
MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR
OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY,



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FITNESS FOR A PARTICULAR PURPOSE,
NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS
MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no
event shall Administrative Agent or any of its Related Parties (collectively, the “Agent
Parties”) have any liability to any Borrower, any Lender or any other Person for losses,
claims, damages, liabilities or expenses of any kind (whether in tort, contract or
otherwise) arising out of any Borrower’s or Administrative Agent’s transmission of Borrower
Materials through the Internet, except
to the extent that such losses, claims, damages, liabilities or expenses are determined
by a court of competent jurisdiction by a final and nonappealable judgment to have resulted
from the gross negligence or willful misconduct of such Agent Party; provided that
in no event shall any Agent Party have any liability to any Borrower, any Lender or any
other Person for indirect, special, incidental, consequential or punitive damages (as
opposed to direct or actual damages).




     10.2.4 Change of Address, Etc. Any Borrower or Administrative Agent may change
its address, telecopier or telephone number for notices and other communications hereunder
by notice to the other parties hereto. Each other Lender may change its address, telecopier
or telephone number for notices and other communications hereunder by notice to ProLogis and
Administrative Agent. In addition, each Lender agrees to notify Administrative Agent from
time to time to ensure that Administrative Agent has on record (a) an effective address,
contact name, telephone number, telecopier number and electronic mail address to which
notices and other communications may be sent and (b) accurate wire instructions for such
Lender.




     10.2.5 Reliance by Administrative Agent and Lenders. Administrative Agent and
Lenders shall be entitled to rely and act upon any notice (including any telephonic Loan
Notice) purportedly given by or on behalf of any Borrower even if (a) such notice was not
made in a manner specified herein, was incomplete or was not preceded or followed by any
other form of notice specified herein, or (b) the terms thereof, as understood by the
recipient, varied from any confirmation thereof. Each Borrower shall indemnify
Administrative Agent, each Lender and the Related Parties of each of them from all losses,
costs, expenses and liabilities resulting from the reliance by such Person on any notice
purportedly given by or on behalf of any Borrower. All telephonic notices to and other
telephonic communications with Administrative Agent may be recorded by Administrative Agent,
and each of the parties hereto hereby consents to such recording.



     10.3 No Waiver; Cumulative Remedies. No failure by any Lender or Administrative Agent to exercise,
and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or the exercise of any
other right, remedy, power or privilege. The rights, remedies, powers and privileges herein
provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided
by law.



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     10.4 Expenses; Indemnity; Damage Waiver.




     10.4.1 Costs and Expenses. ProLogis shall pay (a) all reasonable out-of-pocket
expenses incurred by Administrative Agent and its Affiliates (including the reasonable fees,
charges and disbursements of counsel for Administrative Agent), in connection with (x) the
syndication of the credit facilities provided for herein and the preparation, negotiation,
execution, delivery and administration of this Agreement and the other Loan Documents and
(y) any amendments, modifications or waivers of the provisions hereof or thereof (whether or
not the transactions contemplated hereby or thereby shall be
consummated); provided that ProLogis shall have no liability under clause (x)
for any fees, charges, or disbursements of any counsel other than Haynes and Boone, LLP, and
any other counsel selected by Administrative Agent and approved by ProLogis (such approval
not to be unreasonably withheld or delayed) and (b) all reasonable out-of-pocket expenses
incurred by Administrative Agent, any Lender (including the reasonable fees, charges and
disbursements of any counsel for Administrative Agent or any Lender), and shall pay all fees
and time charges for attorneys who may be employees of Administrative Agent or any Lender,
in connection with the enforcement or protection of its rights (i) in connection with this
Agreement and the other Loan Documents, including its rights under this Section, or (ii) in
connection with the Term Loans, including all such out-of-pocket expenses incurred during
any workout, restructuring or negotiations arising hereunder.




     10.4.2 Indemnification. ProLogis shall indemnify Administrative Agent (and any
sub-agents thereof), each Lender and each Related Party of any of the foregoing Persons
(each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and related expenses (including the
reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall
indemnify and hold harmless each Indemnitee from all reasonable fees and time charges and
disbursements for attorneys who may be employees of any Indemnitee, incurred by any
Indemnitee or asserted against any Indemnitee by any third party or by any Borrower arising
out of, in connection with, or as a result of (a) the execution or delivery of this
Agreement, any other Loan Document or any agreement or instrument contemplated hereby or
thereby, the performance by the parties hereto of their respective obligations hereunder or
thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the
case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the
administration of this Agreement and the other Loan Documents, (b) any Term Loan or the use
or proposed use of the proceeds therefrom, (c) any actual or alleged presence or release of
Hazardous Materials on or from any property owned or operated by any Borrower or any
Affiliate, or any Environmental Liability related in any way to any Borrower or any
Affiliate, or (d) any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other theory,
whether brought by a third party or by any Borrower, and regardless of whether any
Indemnitee is a party thereto, in all cases whether or not caused by or arising, in whole or
in part, out of the comparative, contributory or sole negligence of the Indemnitee;
provided that such indemnity shall not, as to any Indemnitee, be available to the
extent that such losses, claims, damages,



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liabilities or related expenses (x) are determined
by a court of competent jurisdiction by final and nonappealable judgment to have resulted
from the gross negligence or willful misconduct of such Indemnitee or any of its Related
Parties or (y) result from a claim brought by any Borrower against an Indemnitee for breach
in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if
such Borrower has obtained a final and nonappealable judgment in its favor on such claim as
determined by a court of competent jurisdiction.




     10.4.3 Reimbursement by Lenders. To the extent that ProLogis for any reason
fails to indefeasibly pay any amount required under Section 10.4.1 or 10.4.2
to be paid by it to Administrative Agent (or any sub-agent thereof) or any Related Party of
any of the foregoing, each Lender severally agrees to pay to Administrative Agent (or any
such sub-agent), such Lender’s Applicable Percentage (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount,
provided that the unreimbursed expense or indemnified loss, claim, damage, liability or
related expense, as the case may be, was incurred by or asserted against Administrative
Agent (or any such sub-agent) in its capacity as such, or against any Related Party of any
of the foregoing acting for Administrative Agent (or any such sub-agent) in connection with
such capacity. The obligations of Lenders under this Section 10.4.3 are subject to
the provisions of Section 2.9.3.




     10.4.4 Waiver of Consequential Damages, Etc. To the fullest extent permitted
by applicable law, no Borrower shall assert, and each Borrower hereby waives, any claim
against any Indemnitee, on any theory of liability, for special, indirect, consequential or
punitive damages (as opposed to direct or actual damages) arising out of, in connection
with, or as a result of this Agreement, any other Loan Document or any agreement or
instrument contemplated hereby, the transactions contemplated hereby or thereby, any Term
Loan or the use of the proceeds thereof. No Indemnitee shall be liable for any damages
arising from the use by unintended recipients of any information or other materials
distributed by it through telecommunications, electronic or other information transmission
systems in connection with this Agreement or the other Loan Documents or the transactions
contemplated hereby or thereby except to the extent that such damages are determined by a
court of competent jurisdiction by final and non-appealable judgment to have resulted from
the gross negligence or willful misconduct of such Indemnitee.




     10.4.5 Payments. All amounts due under this Section shall be payable not later
than ten (10) Business Days after demand therefor.




     10.4.6 Survival. The agreements in this Section shall survive the resignation
of Administrative Agent, the replacement of any Lender, the termination of the Term Loan
Commitments, and the repayment, satisfaction or discharge of all other Obligations.



     10.5 Payments Set Aside. To the extent that any payment by or on behalf of any Borrower is made to
Administrative Agent or any Lender, or Administrative Agent or any Lender exercises its right of
setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently
invalidated, declared to be fraudulent or preferential, set aside or required



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(including pursuant
to any settlement entered into by Administrative Agent or such Lender in its discretion) to be
repaid to a trustee, receiver or any other party, in connection with any proceeding under any
Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part
thereof originally intended to be satisfied shall be revived and continued in full force and effect
as if such payment had not been made or such setoff had not occurred, and (b) each applicable
Lender severally agrees to pay to Administrative Agent upon demand its applicable share (without
duplication) of any amount so recovered from or repaid by Administrative Agent, plus
interest thereon from the
date of such demand to the date such payment is made at a rate per annum equal to the applicable
Overnight Rate from time to time in effect, in the applicable currency of such recovery or payment.
The obligations of Lenders under clause (b) of the preceding sentence shall survive the
payment in full of the Obligations and the termination of this Agreement.




     10.6 Successors and Assigns.




     10.6.1 Successors and Assigns Generally. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns, except that no Borrower may assign or otherwise transfer
any of its rights or obligations hereunder without the prior written consent of
Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of
its rights or obligations hereunder except (a) to an Eligible Assignee in accordance with
the provisions of Section 10.6.2, (b) by way of participation in accordance with the
provisions of Section 10.6.4 of this Section, or (c) by way of pledge or assignment
of a security interest subject to the restrictions of Section 10.6.6 (and any other
attempted assignment or transfer by any party hereto shall be null and void). Nothing in
this Agreement, expressed or implied, shall be construed to confer upon any Person (other
than the parties hereto, their respective successors and permitted assigns, Participants to
the extent provided in Section 10.6.4 and, to the extent expressly contemplated
hereby, the Related Parties of Administrative Agent and Lenders) any legal or equitable
right, remedy or claim under or by reason of this Agreement. Notwithstanding the foregoing,
any Borrower may assign its rights under this Agreement with respect to all or any portion
of the Term Loans made to such Borrower hereunder to a Consolidated Affiliate or
Unconsolidated Affiliate of ProLogis that assumes such Borrower’s obligations hereunder with
respect to such Term Loans, provided that (x) such assignment and assumption shall
not release such Borrower from its obligations with respect to such Term Loans and such Term
Loans shall be guaranteed by ProLogis pursuant to the ProLogis Guaranty, and (y) such
Consolidated Affiliate or Unconsolidated Affiliate of ProLogis shall execute an assumption
agreement in form and substance reasonably acceptable to Administrative Agent and deliver to
Administrative Agent the documents described in Sections 4.1.1(c), (d),
(e), and (f) with respect to such Consolidated Affiliate or Unconsolidated
Affiliate, as the case may be.




     10.6.2 Assignments by Lenders. Any Lender may at any time assign to one or
more Eligible Assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Term Loan Commitment and its Term Loan); provided that:



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     (a) except in the case of an assignment of the entire remaining amount of the
assigning Lender’s Term Loan Commitment and Term Loan or in the case of an
assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect
to a Lender, the aggregate amount of the Term Loan Commitment (which for this
purpose includes the Term Loan outstanding thereunder) or, if the Term Loan
Commitments are not then in effect, the principal outstanding balance of the Term
Loan of the assigning Lender subject to each such assignment, determined
as of the date the Assignment and Assumption with respect to such assignment is
delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment
and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each
of Administrative Agent and, so long as no Event of Default has occurred and is
continuing, ProLogis otherwise consents (each such consent not to be unreasonably
withheld or delayed); provided that concurrent assignments to members of an
Assignee Group and concurrent assignments from members of an Assignee Group to a
single Eligible Assignee (or to an Eligible Assignee and members of its Assignee
Group) will be treated as a single assignment for purposes of determining whether
such minimum amount has been met;




     (b) each partial assignment shall be made as an assignment of a proportionate
part of all the assigning Lender’s rights and obligations under this Agreement with
respect to the Term Loan or the Term Loan Commitment assigned;




     (c) any assignment of a Term Loan Commitment must be approved by Administrative
Agent, unless the Person that is the proposed assignee is itself a Lender (whether
or not the proposed assignee would otherwise qualify as an Eligible Assignee); and




     (d) the parties to each assignment shall execute and deliver to Administrative
Agent an Assignment and Assumption, together with a processing and recordation fee
in the amount (which fee is not an obligation of any Borrower), if any, required as
set forth in Schedule 10.6, and the Eligible Assignee, if it is not a
Lender, shall deliver to Administrative Agent an Administrative Questionnaire.




Subject to acceptance and recording thereof by the Administrative Agent pursuant to
Section 10.6.3, from and after the effective date specified in each Assignment and
Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the
extent of the interest assigned by such Assignment and Assumption, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to
the extent of the interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and Assumption covering
all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall
cease to be a party hereto) but shall continue to be entitled



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to the benefits of
Sections 3.1, 3.4, 3.5, and 10.4 with respect to facts and
circumstances occurring prior to the effective date of such assignment. Any assignment or
transfer by a Lender of rights or obligations under this Agreement that does not comply with
this Section shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with Section 10.6.4.




     10.6.3 Register. Administrative Agent, acting solely for this purpose as an
agent of Borrowers, shall maintain at Administrative Agent’s Office a copy of each
Assignment
and Assumption delivered to it and a register for the recordation of the names and
addresses of Lenders, and the Term Loan Commitment of, and principal amount of the Term Loan
owing to, each Lender pursuant to the terms hereof from time to time (each, a
“Register”). The entries in each Register shall be conclusive, and Borrowers,
Administrative Agent, and Lenders may treat each Person whose name is recorded in a Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. Each Register shall be available for inspection by
any party to this Agreement at any reasonable time and from time to time upon reasonable
prior notice.




     10.6.4 Participations. Any Lender may at any time, without the consent of, or
notice to, any Borrower or Administrative Agent, sell participations to any Person (other
than a natural person or ProLogis or any of ProLogis’ Affiliates) (each, a
“Participant”) in all or a portion of such Lender’s rights and/or obligations under
this Agreement (including all or a portion of its Term Loan Commitment and its Term Loan);
provided that (a) such Lender’s obligations under this Agreement shall remain
unchanged, (b) such Lender shall remain solely responsible to the other parties hereto for
the performance of such obligations and (c) Borrowers, Administrative Agent, and Lenders
shall continue to deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement.




Any agreement or instrument pursuant to which a Lender sells such a participation shall
provide that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this Agreement;
provided that such agreement or instrument may provide that such Lender will not,
without the consent of the Participant, agree to any amendment, waiver or other modification
described in the first proviso to Section 10.1 that affects such Participant.
Subject to Section 10.6.5, each Borrower agrees that each Participant shall be
entitled to the benefits of Sections 3.1, 3.4 and 3.5 to the same
extent as if it were a Lender and had acquired its interest by assignment pursuant to
Section 10.6.2. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 10.8 as though it were a Lender,
provided such Participant agrees to be subject to Section 2.9 as though it
were a Lender.




     10.6.5 Limitation upon Participant Rights. A Participant shall not be entitled
to receive any greater payment under Section 3.1 or 3.4 than the applicable
Lender would have been entitled to receive with respect to the participation sold to such
Participant, unless the sale of the participation to such Participant is made with ProLogis’
prior



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written consent. A Participant that would be a Foreign Lender if it were a Lender
shall not be entitled to the benefits of Section 3.1 unless ProLogis is notified of
the participation sold to such Participant and such Participant agrees, for the benefit of
Borrowers, to comply with Section 3.1.6 as though it were a Lender.




     10.6.6 Certain Pledges. Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure obligations of
such Lender, including any pledge or assignment to secure obligations to a Federal
Reserve Bank; provided that no such pledge or assignment shall release such Lender from
any of its obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.




     10.6.7 Electronic Execution of Assignments. The words “execution,” “signed,”
“signature,” and words of like import in any Assignment and Assumption shall be deemed to
include electronic signatures or the keeping of records in electronic form, each of which
shall be of the same legal effect, validity or enforceability as a manually executed
signature or the use of a paper-based recordkeeping system, as the case may be, to the
extent and as provided for in any applicable law, including the Federal Electronic
Signatures in Global and National Commerce Act, the New York State Electronic Signatures and
Records Act, or any other similar state laws based on the Uniform Electronic Transactions
Act.



     10.7 Treatment of Certain Information; Confidentiality. Each of Administrative Agent and each
Lender agrees to maintain the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective
partners, directors, officers, employees, agents, advisors and representatives (it being understood
that the Persons to whom such disclosure is made will be informed of the confidential nature of
such Information and instructed to keep such Information confidential), (b) to the extent requested
by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory
authority, such as the National Association of Insurance Commissioners), (c) to the extent required
by applicable Laws or by any subpoena or similar legal process, (d) to any other party hereto, (e)
in connection with the exercise of any remedies hereunder or under any other Loan Document or any
action or proceeding relating to this Agreement or any other Loan Document or the enforcement of
rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the
same as those of this Section, to (i) any actual or prospective assignee of or Participant in any
of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty
(or its advisors) to any swap or derivative transaction relating to a Borrower and its obligations,
(g) with the consent of ProLogis, or (h) to the extent such Information becomes publicly available
other than as a result of a breach of this Section.


For purposes of this Section, “Information” means all information received from ProLogis,
or any Consolidated Subsidiary relating to ProLogis, or any Consolidated Subsidiary or any of their
respective businesses, other than any such information that is available to Administrative Agent or
any Lender on a nonconfidential basis from a source other than ProLogis or any Consolidated
Subsidiary.




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Each of Administrative Agent and each Lender acknowledges that (1) the Information may include
material non-public information concerning ProLogis, or any Consolidated Subsidiary, as the case
may be, (2) it has developed compliance procedures regarding the use of material non-public
information and (3) it will handle such material non-public information in accordance with
applicable Law, including Federal and state securities Laws.




     10.8 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its
Affiliates is hereby authorized at any time and from time to time, after obtaining the prior
written consent of Administrative Agent, to the fullest extent permitted by applicable law, to set
off and apply any and all deposits (general or special, time or demand, provisional or final, in
whatever currency) at any time held and other obligations (in whatever currency) at any time owing
by such Lender or such Affiliate to or for the credit or the account of any Borrower against any
and all of the obligations of such Borrower now or hereafter existing under this Agreement or any
other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any
demand under this Agreement or any other Loan Document and although such obligations of such
Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different
from the branch or office holding such deposit or obligated on such indebtedness. The rights of
each Lender and their respective Affiliates under this Section are in addition to other rights and
remedies (including other rights of setoff) that such Lender or their respective Affiliates may
have. Each Lender agrees to notify ProLogis and Administrative Agent promptly after any such
setoff and application, provided that the failure to give such notice shall not affect the
validity of such setoff and application.



     10.9 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan
Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the
maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If
Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum
Rate, the excess interest shall be applied to the principal of the Term Loans or, if it exceeds
such unpaid principal, refunded to the applicable Borrower. In determining whether the interest
contracted for, charged, or received by Administrative Agent or a Lender exceeds the Maximum Rate,
such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is
not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary
prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or
unequal parts the total amount of interest throughout the contemplated term of the Obligations
hereunder.



     10.10 Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts
(and by different parties hereto in different counterparts), each of which shall constitute an
original, but all of which when taken together shall constitute a single contract. This Agreement
and the other Loan Documents constitute the entire contract among the parties relating to the
subject matter hereof and supersede any and all previous agreements and understandings, oral or
written, relating to the subject matter hereof. Except as provided in Section 4.1, this
Agreement shall become effective when Administrative Agent shall have received counterparts hereof
that, when taken together, bear the signatures of each party hereto.



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Delivery of an executed
counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a
manually executed counterpart of this Agreement.




     10.11 Severability. If any provision of this Agreement or any other Loan Document is held to be
illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining
provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby
and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or
unenforceable
provision with valid provisions the economic effect of which comes as close as possible to that of
the illegal, invalid or unenforceable provision. The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.



     10.12 Replacement of Lenders. If any Lender requests compensation under Section 3.4, or if
any Borrower is required to pay any additional amount to any Lender or any Governmental Authority
for the account of any Lender pursuant to Section 3.1, or if any Lender is a Defaulting
Lender or a Non-Consenting Lender, then ProLogis may, at its sole expense and effort, upon notice
to such Lender and Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in, and consents required
by, Section 10.6), all of its interests, rights and obligations under this Agreement and
the related Loan Documents to an assignee that shall assume such obligations (which assignee may be
another Lender, if a Lender accepts such assignment), provided that:




     (a) ProLogis shall have paid to Administrative Agent the assignment fee
specified in Section 10.6.2;




     (b) such Lender shall have received payment of an amount equal to the
outstanding principal of its Term Loan, accrued interest thereon, accrued fees and
all other amounts payable to it hereunder and under the other Loan Documents
(including any amounts under Section 3.5) from the assignee (to the extent
of such outstanding principal and accrued interest and fees) or the applicable
Borrower (in the case of all other amounts);




     (c) in the case of any such assignment resulting from a claim for compensation
under Section 3.4 or payments required to be made pursuant to Section
3.1, such assignment will result in a reduction in such compensation or payments
thereafter; and




     (d) such assignment does not conflict with applicable Laws.


A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a
result of a waiver by such Lender or otherwise, the circumstances entitling ProLogis to require
such assignment and delegation cease to apply.




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     10.13 GOVERNING LAW; JURISDICTION; ETC.




     10.13.1 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.




     10.13.2 SUBMISSION TO JURISDICTION. EACH PARTY HERETO IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF
THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK, NEW YORK AND OF THE
UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE
COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND
EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY
SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR IN
SUCH FEDERAL COURT. EACH PARTY HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR
PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE
JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER
LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ADMINISTRATIVE AGENT OR LENDERS MAY OTHERWISE HAVE
TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
AGAINST ANY BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.




     10.13.3 WAIVER OF VENUE. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN SECTION
10.13.2. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR
PROCEEDING IN ANY SUCH COURT.




     10.13.4 SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE
OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.2. NOTHING IN THIS
AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY APPLICABLE LAW.



     10.14 Waiver of Jury Trial. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY RIGHT IT MAY



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HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.




     10.15 USA PATRIOT ACT NOTICE. Each Lender that is subject to the Act (as defined below) and
Administrative Agent (for itself and not on behalf of any Lender) hereby notify Borrowers that
pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law
October 26, 2001)) (the “Act”), it is required to obtain, verify and record information
that identifies Borrowers, which information includes the name and address of each Borrower and
other information that will allow such Lender or Administrative Agent, as applicable, to identify
such Borrower in accordance with the Act.



     10.16 Time of the Essence. Time is of the essence of the Loan Documents.



     10.17 ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.



[Signature pages follow.]




North American Fund Bridge Loan Agreement





74










 






Executed to be effective as of the date indicated above.




BANK OF AMERICA, N.A., as Administrative Agent and a Lender




	 	 	 	 	 
	By:

	 	/s/ Will T. Bowers, Jr.
	 	 
	 

	 	 	 	 
	 

	 	Will T. Bowers, Jr.	 	 
	 

	 	Senior Vice President	 	 






Signature Page to ProLogis — North American Fund Bridge Loan Agreement




 









 





PROLOGIS, a Maryland real estate investment trust




	 	 	 	 	 
	By:

	 	/s/ Phillip D. Joseph, Jr.
	 	 
	 

	 	 	 	 
	 

	 	Phillip D. Joseph, Jr.	 	 
	 

	 	First Vice President	 	 






PROLOGIS NORTH AMERICAN INDUSTRIAL FUND III, LP,

a Delaware limited partnership




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	PROLOGIS NA INDUSTRIAL FUND III GP LLC,	 	 
	 	 	its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	PROLOGIS NA REIT II LLC,	 	 
	 	 	 	 	its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	PROLOGIS NORTH AMERICAN INDUSTRIAL FUND II, LP,	 	 
	 	 	 	 	 	 	its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	PROLOGIS NA INDUSTRIAL FUND II GP LLC,	 	 
	 	 	 	 	 	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	By:	 	PROLOGIS NORTH AMERICAN INDUSTRIAL FUND, LP, 	 	 
	 	 	 	 	 	 	 	 	 	 	 its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	By:	 	PROLOGIS NA INDUSTRIAL FUND GP LLC,	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	By:	 	PROLOGIS,	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	By:
	 	/s/ Phillip D. Joseph, Jr.
	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Phillip D. Joseph, Jr.	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	First Vice President	 	 






Signature Page to ProLogis — North American Fund Bridge Loan Agreement




 









 





PROLOGIS NORTH AMERICAN INDUSTRIAL FUND IV, LP,

a Delaware limited partnership




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	PROLOGIS NA INDUSTRIAL FUND IV GP LLC,	 	 
	 	 	its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	PROLOGIS NA REIT III LLC,	 	 
	 	 	 	 	its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	PROLOGIS NORTH AMERICAN INDUSTRIAL FUND II, LP,	 	 
	 	 	 	 	 	 	its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	PROLOGIS NA INDUSTRIAL FUND II GP LLC,	 	 
	 	 	 	 	 	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	By:	 	PROLOGIS NORTH AMERICAN INDUSTRIAL FUND, LP,	 	 
	 	 	 	 	 	 	 	 	 	 	its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	By:	 	PROLOGIS NA INDUSTRIAL FUND GP LLC,	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	By:	 	PROLOGIS,	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	By:
	 	/s/ Phillip D. Joseph, Jr.
	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Phillip D. Joseph, Jr.	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	First Vice President	 	 






PROLOGIS THIRD U.S. PROPERTIES LP, a Delaware limited partnership




	 	 	 	 	 	 	 	 	 	 	 
	By:	 	PROLOGIS THIRD GP LLC,
	 	 	its general partner
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	PROLOGIS MANAGEMENT INCORPORATED,
	 	 	 	 	its manager
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Phillip D. Joseph, Jr.
	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Phillip D. Joseph, Jr.	 	 	 	 
	 

	 	 	 	 	 	First Vice President	 	 	 	 






Signature Page to ProLogis — North American Fund Bridge Loan Agreement