Exhibit 4.6


 


PROLOGIS, L.P.


 


OFFICERS’ CERTIFICATE


 


October 6, 2022


 


The undersigned officers of
Prologis, Inc. (“Prologis, Inc.”), general partner of Prologis, L.P. (the “Company”),
on behalf of the Company, acting pursuant to unanimous written consent of the Board of Directors of Prologis, Inc. (the “Board”),
dated July 28, 2022 and the Exchange Offering Committee of the Board on August 31, 2022, hereby establish a series of debt securities
by means of this Officers’ Certificate in accordance with the Indenture, dated as of June 8, 2011 (the “Base Indenture,”
and, as supplemented by the Fifth Supplemental Indenture thereto, the “Indenture”), among the Company, Prologis, Inc.
and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”).
Capitalized terms used but not defined in this Officers’ Certificate shall have the meanings ascribed to them in the Indenture.


 


7.250% Senior Notes due 2028


 


1.             The
series shall be entitled the “7.250% Senior Notes due 2028” (the “Notes”).


 


2.             The
Notes initially shall be limited to an aggregate principal amount of $50,000,000 (except in each case for Notes authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu of, other Notes of or within the Series pursuant to Section 304,
305, 306, 906, 1107 or 1305 of the Base Indenture); provided, the Company may increase such aggregate principal amount upon the action
of the Board to do so from time to time.


 


3.             The
Notes shall bear interest at the rate of 7.250% per annum. The aggregate principal amount of the Notes is payable at maturity on June 15,
2028. The interest on this Series shall accrue from and including June 15, 2022 or from and including the most recent Interest
Payment Date (as defined below) to which interest has been paid or duly provided for. Interest on the Notes shall be payable semi-annually
in arrears on June 15 and December 15 of each year (each an “Interest Payment Date”), commencing on December 15,
2022. Interest shall be paid to persons in whose names the Notes are registered 15 days preceding the Interest Payment Date, whether or
not a Business Day (each a “Regular Record Date”).


 


4.             The
principal of (and premium, if any), interest, if any, on the Notes shall be payable, and the Notes may be surrendered for registration
of transfer or exchange and notices or demands to or upon the Company in respect of the Notes and the Indenture may be served at the Corporate
Trust Office of the Trustee (including for these purposes, its office, located at 100 Wall Street, Suite 1600, New York, New York
10005).


 


5.             The
Notes shall not be redeemed prior to June 15, 2028.


 


6.             The
Notes shall not provide for any sinking fund or analogous provision. None of the Notes shall be redeemable at the option of the Holder.


 






    


     


    

 


7.             The
Notes shall be issuable in book-entry form only, in minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof.


 


8.             The
principal amount of the Notes shall be payable upon declaration of acceleration pursuant to Section 502 of the Base Indenture.


 


9.             The
Notes shall be denominated in and principal of or interest on the Notes shall be payable 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.


 


10.           Except
as provided in paragraph 5 of this Officers’ Certificate, the amount of payments of principal of or interest on the Notes shall
not be determined with reference to an index or formula.


 


11.           Except
as set forth herein, in the Indenture or in the Notes, none of the principal of or interest on the Notes shall be payable at the election
of the Company or a Holder thereof in a currency or currencies, currency unit or units or composite currency or currencies other than
that in which the Notes are denominated or stated to be payable.


 


12.           Except
as set forth in the Indenture or the Trust Indenture Act, the Notes shall not contain any provisions granting special rights to the Holders
of Notes upon the occurrence of specified events.


 


13.           The
Notes shall not contain any deletions from, modifications of or additions to the Events of Default or covenants of the Company contained
in the Indenture.


 


14.           Except
as set forth herein, in the Indenture or in the Notes, the Notes shall not be issued in the form of bearer Securities or temporary global
Securities.


 


15.           Sections
1402 and 1403 of the Base Indenture shall be applicable to the Notes.


 


16.           The
Notes shall not be issued upon the exercise of debt warrants.


 


17.           Article Sixteen
of the Base Indenture shall not be applicable to the Notes.


 


18.           The
other terms and conditions of the Notes shall be substantially as set forth in the Indenture and in the Prospectus dated September 14,
2022 relating to the Notes.


 


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left blank.]


 






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IN WITNESS WHEREOF, the undersigned
have executed this Officers’ Certificate on the date first written above.


 


	 	By:	 
	 	 	Name:	Michael T. Blair
	 	 	Title:	Assistant Secretary and Managing Director, Deputy General Counsel
	 	 	 
	 	By:	 
	 	 	Name:	Jessica Polgar
	 	 	Title:	Assistant Secretary



 


[Signature Page to Officers’ Certificate – 7.250% Senior
Notes due 2028]