exv4w2





Exhibit 4.2


Unless this certificate is presented by an authorized representative of The Depository Trust
Company, a New York corporation (“DTC”), to the Company (as defined below) or its agent for
registration of transfer, exchange, or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized representative of DTC
(and any payment is made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.




	 	 	 
	REGISTERED 

No.: 1
	 	PRINCIPAL AMOUNT

$500,000,000






CUSIP No.: 743410 AV4




PROLOGIS

7.375% NOTE DUE 2019




     PROLOGIS, a real estate investment trust organized and existing under the laws of the State of
Maryland (hereinafter called the “Company,” which term shall include any successor under the
Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, upon presentation, the principal sum of FIVE HUNDRED MILLION DOLLARS on October
30, 2019 and to pay interest on the outstanding principal amount thereon at the rate of 7.375% per
annum, until the entire principal hereof is paid or made available for payment. Interest shall
accrue from October 30, 2009 or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, and be payable semi-annually in arrears on April 30 and October 30
in each year, commencing on April 30, 2010. The interest so payable, and punctually paid or duly
provided for on any Interest Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest which shall be April 15 or October 15
(whether or not a Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable
to the Holder on such Regular Record Date, and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not more than 15 days and not less
than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on which the Securities
may be listed, and upon such notice as may be required by such exchange, all as more fully provided
in the Indenture. Payment of the principal of, or Make-Whole Amount, if applicable, on, and
interest on this Security will be made at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, City of New York and St. Paul, Minnesota, or elsewhere as
provided in the Indenture, in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts; provided,
however, that at the option of the Company, payment of interest may be made by (i) check
mailed to the address of the Person entitled thereto as such address shall appear in the Security
Register or (ii) transfer to an account of the Person entitled thereto located inside the United
States.



     Each Security of this series is one of a duly authorized issue of securities of the Company
(herein called the “Securities”), issued and to be issued in one or more series under an Indenture,
dated as of



 









 







March 1, 1995 (herein called the “Indenture”), between the Company and U.S. Bank National
Association (successor in interest to State Street Bank and Trust Company), as trustee (herein
called the “Trustee,” which term includes any successor trustee under the Indenture with respect to
the series of which this Security is a part), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and
of the terms upon which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the first page hereof, initially limited in aggregate
principal amount to $600,000,000, subject to the Company’s right to increase the aggregate
principal amount of such series from time to time.



     Securities of this series may be redeemed at any time at the option of the Company, in whole
or in part, at a redemption price (the “Make-Whole Amount”) equal to the greater of




	 	(1)	 	100% of the principal amount of the Securities to be redeemed; or
	 
	 	(2)	 	the sum of the present values of the remaining scheduled payments of principal
and interest on the Securities to be redeemed (exclusive of interest accrued to the
date of redemption) discounted to the date of redemption on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the then current
Treasury Rate plus 50 basis points.





     In each case the Company will pay accrued and unpaid interest on the principal amount being
redeemed to the date of redemption.



     The following definitions apply with respect to the Make-Whole Amount:



          “Comparable Treasury Issue” means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining term (“Remaining
Life”) of the Securities to be redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the Remaining Life.




          “Comparable Treasury Price” means, with respect to any redemption date, (1) the average of the
Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and
lowest Reference Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such quotations.




          “Independent Investment Banker” means one of the Reference Treasury Dealers that the Company
appoints to act as the Independent Investment Banker from time to time.




          “Reference Treasury Dealer” means each of Banc of America Securities LLC, Citigroup Global
Markets Inc. and Goldman, Sachs & Co., and their successors, and two other firms that are primary
U.S. Government securities dealers (each a “Primary Treasury Dealer”) which the Company
specifies from time to time; provided, however, that if any of them ceases to be a Primary Treasury
Dealer, the Company shall substitute another Primary Treasury Dealer.




          “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any redemption date, the average, as determined by the Trustee, of the bid and asked prices




 









 




for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third business day preceding such redemption date.


          “Treasury Rate” means, with respect to any redemption date, the rate per year equal to: (1)
the yield, under the heading which represents the average for the immediately preceding week,
appearing in the most recently published statistical release designated “H.15(519)” or any
successor publication which is published weekly by the Board of Governors of the Federal Reserve
System and which establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption “Treasury Constant Maturities,” for the maturity
corresponding to the Comparable Treasury Issue; provided that, if no maturity is within three
months before or after the Remaining Life of the Securities to be redeemed, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue shall be
determined and the Treasury Rate shall be interpolated or extrapolated from those yields on a
straight line basis, rounding to the nearest month; or (2) if such release (or any successor
release) is not published during the week preceding the calculation date or does not contain such
yields, the rate per year equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for such redemption
date. The Treasury Rate shall be calculated on the third business day preceding the redemption
date.




     The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of
the Company on this Security and (b) certain restrictive covenants and the related defaults and
Events of Default applicable to the Company, in each case, upon compliance by the Company with
certain conditions set forth in the Indenture, which provisions apply to this Security.



     If an Event of Default with respect to Securities of this series shall occur and be
continuing, the Make-Whole Amount on the Securities of this series may be declared due and payable
in the manner and with the effect provided in the Indenture.



     As provided in and subject to the provisions of the Indenture, unless the principal of all of
the Securities of this series at the time Outstanding shall already have become due and payable,
the Holder of this Security shall not have the right to institute any proceeding with respect to
the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder,
unless such Holder shall have previously given the Trustee written notice of a continuing Event of
Default with respect to the Securities of this series, the Holders of not less than 25% in
principal amount of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and
offered the Trustee reasonable indemnity and the Trustee shall not have received from the Holders
of a majority in principal amount of Securities of this series at the time Outstanding a direction
inconsistent with such request, and the Trustee shall have failed to institute any such proceeding
for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not
apply to any suit instituted by the Holder of this Security for the enforcement of any payment of
principal hereof or any interest on or after the respective due dates expressed herein.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the



 









 







Securities of each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series of Securities then Outstanding affected thereby. The
Indenture also contains provisions permitting the Holders of specified percentages in principal
amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all
Securities of such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences. Any such consent
or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon
all future Holders of this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver
is made upon this Security.



     No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of, Make-Whole Amount, if applicable, on, and interest on this Security at the times,
place and rate, and in the coin or currency, herein prescribed.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any Place of Payment where
the principal of, Make-Whole Amount, if applicable, on, and interest on this Security are payable
duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.



     The Securities of this series are issuable only in registered form without coupons in minimum
denominations of $1,000 and any integral multiple of $1,000 in excess thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series of a different
authorized denomination, as requested by the Holder surrendering the same.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.



     No recourse under or upon any obligation, covenant or agreement contained in the Indenture or
in this Security, or because of any indebtedness evidenced thereby, shall be had against any
promoter, as such, or against any past, present or future shareholder, officer or trustee, as such,
of the Company or of any successor, either directly or through the Company or any successor, under
any rule of law, statute or constitutional provision or by the enforcement of any assessment or by
any legal or equitable proceeding or otherwise, all such liability being expressly waived and
released by the acceptance of this Security by the Holder thereof and as part of the consideration
for the issue of the Securities of this series.



 









 





     All terms used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.



     THE INDENTURE AND THE SECURITIES, INCLUDING THIS SECURITY, SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.



     Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused “CUSIP” numbers to be printed on the Securities of this series
as a convenience to the Holders of such Securities. No representation is made as to the
correctness or accuracy of such CUSIP numbers as printed on the Securities, and reliance may be
placed only on the other identification numbers printed hereon.



[This space intentionally left blank.]




 









 








     Unless the certificate of authentication hereon has been executed by or on behalf of the
Trustee by manual signature, this Security shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.


     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by the
undersigned officer.



	 	 	 	 	 	 	 
	 	 	PROLOGIS	 	 
	(SEAL)
	 	 	 	 	 	 
	 

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

	 	 	 	 

Name: Phillip D. Joseph, Jr.
	 	 
	 

	 	 	 	Title: Senior Vice President	 	 






	 	 	 	 	 
	Attest	 	 
	 
	 	 	 	 
	By:

	 	/s/ Rondi J. Boroos	 	 
	 

	 	 

Name: Rondi J. Boroos
	 	 
	 

	 	Title: Assistant Secretary	 	 





Dated: October 30, 2009


TRUSTEE’S CERTIFICATE OF AUTHENTICATION:


     This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.



U.S. BANK NATIONAL ASSOCIATION,

      as successor trustee




	 	 	 	 	 
	BY:

	 	/s/ U.S. Bank National Association	 	 
	 

	 	 

Authorized Officer
	 	 






 








 






ASSIGNMENT FORM




FOR VALUE RECEIVED, the undersigned hereby

sells, assigns and transfers unto



PLEASE INSERT SOCIAL

SECURITY OR OTHER IDENTIFYING

NUMBER OF ASSIGNEE









      







(Please Print or Typewrite Name and Address including

Zip Code of Assignee)




the within-mentioned Security of ProLogis and hereby does irrevocably constitute and appoint
                                                                      
Attorney to transfer said Security on the books of the within-named Company with full power of substitution in the premises.



Dated                     



NOTICE: The signature to this assignment must correspond with the name as it appears on the first
page of the within-mentioned Security in every particular, without alteration or enlargement or any
change whatever.