exv10w1






Exhibit 10.1




FIFTH AMENDMENT AND WAIVER TO

GLOBAL SENIOR CREDIT AGREEMENT




     THIS FIFTH AMENDMENT AND WAIVER TO GLOBAL SENIOR CREDIT AGREEMENT (this “Amendment”) is
entered into as of January 31, 2011 among PROLOGIS, a Maryland real estate investment trust
(“ProLogis”), the undersigned Lenders and BANK OF AMERICA, N.A., as Global Administrative Agent.



R
E C I T A L S





	A.	 	ProLogis, various affiliates thereof, various lenders and various agents are parties to a
Global Senior Credit Agreement dated as of October 6, 2005 (as amended or otherwise modified
prior to the date hereof, the “Credit Agreement”).






	B.	 	Capitalized terms used herein shall, unless otherwise indicated, have the respective meanings
set forth in the Credit Agreement, as amended hereby.






	C.	 	ProLogis and the undersigned Credit Parties desire to amend and waive certain provisions of
the Credit Agreement, subject to the terms and conditions set forth herein.





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


1. AMENDMENT TO THE CREDIT AGREEMENT. The definition of “Change of Control” in Section 1.1 of
the Credit Agreement is amended to remove the following language from clause (c) of such
definition: “, or shall have entered into a contract or arrangement that, upon consummation
thereof, will result in its or their acquisition of.”



2. WAIVER. By executing and delivering this Amendment, each Lender waives any Default that may
have occurred during the period between the date of this Amendment and the date on which this
Amendment becomes effective pursuant to Section 5 solely as a result of ProLogis executing
an agreement or agreements that would, absent this Amendment, cause a Change of Control to occur
pursuant to clause (c) of the definition of such term. The waiver contained in this Section
2 is expressly limited to the execution of any such agreement or agreements and any Default
occurring as a result thereof, and shall not constitute a waiver or consent with respect to any
other matter, including, without limitation, the consummation of any merger or other transaction
contemplated by any such agreement.



3. RATIFICATION. ProLogis (a) ratifies and confirms all provisions of the Loan Documents to
which it is a party as amended by this Amendment and (b) confirms that no guaranty or Lien granted,
conveyed, or assigned by it to any of the Credit Parties under the Loan Documents is released,
reduced, or otherwise adversely affected by this Amendment and that each such guaranty or Lien
continues to guarantee and secure full payment and performance of the present and future
Obligations of Borrowers as set forth under the Loan Documents.



4. REPRESENTATIONS.




     ProLogis represents and warrants to the Credit Parties that as of the date of this Amendment:
(a) it has duly authorized, executed, and delivered this Amendment; (b) no action of, or filing
with, any Governmental Authority is required to authorize, or is otherwise required in connection
with, the execution, delivery, and performance by it of this Amendment; (c) the Loan Documents to
which it is a party, as amended by this Amendment, are valid and binding upon it and are
enforceable against it in





 









 




accordance with their respective terms, except as limited by Debtor
Relief Laws and general principles of equity; (d) the execution, delivery, and performance by it of
this Amendment do not require the consent of any other Person and do not and will not constitute a
violation of any Law, order of any Governmental Authority, or material agreement to which it is a
party or by which it is bound; (e) all of the representations and warranties made by it in the Loan
Documents to which it is a party, as amended by this Amendment, are true and correct in all
material respects on and as of the date of this Amendment, except to the extent that (i) any of
them speaks to a different specific date or (ii) the facts on which any of them was based have been
changed by transactions contemplated or permitted by the Credit Agreement; and (f) after giving
effect to this Amendment, no Default exists.



5. CONDITIONS. This Amendment shall be effective, as of January 28, 2011 (the “Amendment
Effective Date”), on the date on which each of the following conditions is satisfied:




     (a) this Amendment is executed by ProLogis, Global Administrative Agent and the Required
Lenders; and



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


6. CONTINUED EFFECT. Except to the extent amended hereby, all terms, provisions, and conditions
of the Credit Agreement and the other Loan Documents, and all documents executed in connection
therewith, shall continue in full force and effect and shall remain enforceable and binding in
accordance with their respective terms, subject to Debtor Relief Laws and general principles of
equity. Upon the effectiveness hereof, all references in the Loan Documents to the “Credit
Agreement” or similar terms shall be references to the Credit Agreement as amended by this
Amendment.



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



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



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








2









 








	 	 	 	 	 
	 	PROLOGIS,

a Maryland real estate investment trust

 	 
	 	By:  	/s/ Phillip D. Joseph, Jr.	 
	 	 	Name:  	Phillip D. Joseph, Jr. 	 
	 	 	Title:  	Senior Vice President and Treasurer 	 
	 








 









 











Executed as of the date first written above.




	 	 	 	 	 
	 	LENDERS:



BANK OF AMERICA, N.A.,

as a U.S. Lender and a Euro Lender



BANK OF AMERICA, N.A., TOKYO BRANCH,

as a Yen Lender

 	 
	 	By:  	/s/ Will T. Bowers, Jr.	 
	 	 	Will T. Bowers, Jr., Senior Vice President 	 
	 	 	 	 
	 



Signature Page to

Fifth Amendment to ProLogis Global Senior Credit Agreement



 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA,

as a U.S. Lender

 	 
	 	By:  	/s/ The Bank of Nova Scotia	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Page to

Fifth Amendment to ProLogis Global Senior Credit Agreement



 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	CITICORP NORTH AMERICA, INC.,

as a U.S. Lender

 	 
	 	By:  	/s/ John Rowland 	 
	 	 	Name:  	John Rowland	 
	 	 	Title:  	Director	 
	 



Signature Page to

Fifth Amendment to ProLogis Global Senior Credit Agreement




 











 





Executed as of the date first written above.




	 	 	 	 	 
	 	BARCLAYS BANK PLC,

as a U.S. Lender

 	 
	 	By:  	/s/ Noam Azachi	 
	 	 	Name:  	Noam Azachi 	 
	 	 	Title:  	Assistant Vice President	 
	 



Signature Page to

Fifth Amendment to ProLogis Global Senior Credit Agreement



 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,

as a U.S. Lender

 	 
	 	By:  	/s/ John A. Wain 	 
	 	 	Name:  	John A. Wain 	 
	 	 	Title:  	Managing Director	 
	 
	 	 	 
	 	By:  	/s/
Daniel J. Reddy  	 
	 	 	Name:  	Daniel J. Reddy 	 
	 	 	Title:  	Director	 
	 



Signature Page to

Fifth Amendment to ProLogis Global Senior Credit Agreement



 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	DEUTSCHE BANK, AG, NEW YORK BRANCH,

as a U.S. Lender

 	 
	 	By:  	/s/ Deutsche Bank, AG, New York Branch	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	/s/ Deutsche Bank, AG, New York Branch
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Page to

Fifth Amendment to ProLogis Global Senior Credit Agreement



 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	GOLDMAN SACHS BANK USA,

as a U.S. Lender

 	 
	 	By:  	/s/
Lauren Day	 
	 	 	Name:  	Lauren Day	 
	 	 	Title:  	Authorized
Signatory	 
	 



Signature Page to

Fifth Amendment to ProLogis Global Senior Credit Agreement



 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	ING REAL ESTATE FINANCE (USA) LLC,

as a U.S. Lender

 	 
	 	By:  	/s/
Michael Shields	 
	 	 	Name:  	Michael Shields	 
	 	 	Title:  	Managing
Director	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/
Bill Knickerbocker	 
	 	 	Name:  	Bill
Knickerbocker	 
	 	 	Title:  	Director	 
	 



Signature Page to

Fifth Amendment to ProLogis Global Senior Credit Agreement



 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,

as a U.S. Lender

 	 
	 	By:  	/s/
Kimberly Turner	 
	 	 	Name:  	Kimberly
Turner	 
	 	 	Title:  	Executive
Director	 
	 



Signature Page to

Fifth Amendment to ProLogis Global Senior Credit Agreement



 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	MORGAN STANLEY BANK, N.A.,

as a U.S. Lender

 	 
	 	By:  	/s/ Morgan Stanley Bank, N.A.	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Page to

Fifth Amendment to ProLogis Global Senior Credit Agreement



 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	MORGAN STANLEY SENIOR FUNDING INC.,

as a U.S. Lender

 	 
	 	By:  	/s/
Morgan Stanley Senior Funding Inc.	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Page to

Fifth Amendment to ProLogis Global Senior Credit Agreement



 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	THE NORTHERN TRUST COMPANY,

as a U.S. Lender

 	 
	 	By:  	/s/
Carol B. Conklin	 
	 	 	Name:  	Carol B. Conklin	 
	 	 	Title:  	Senior
Vice President	 
	 



Signature Page to

Fifth Amendment to ProLogis Global Senior Credit Agreement



 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	ROYAL BANK OF CANADA,

as a U.S. Lender

 	 
	 	By:  	/s/
Dan LePage	 
	 	 	Name:  	Dan LePage	 
	 	 	Title:  	Authorized
Signatory	 
	 



Signature Page to

Fifth Amendment to ProLogis Global Senior Credit Agreement



 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND PLC,

as a U.S. Lender

 	 
	 	By:  	/s/ The Royal Bank of Scotland PLC	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Page to

Fifth Amendment to ProLogis Global Senior Credit Agreement



 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	SUMITOMO MITSUI BANKING CORPORATION,

as a U.S. Lender

 	 
	 	By:  	/s/ William M. Ginn	 
	 	 	Name:  	William M. Ginn	 
	 	 	Title:  	Executive Officer	 
	 



Signature Page to

Fifth Amendment to ProLogis Global Senior Credit Agreement



 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	WELLS FARGO BANK, N.A.,

successor-by-merger to

Wachovia Bank, N.A.,

as a U.S. Lender

 	 
	 	By:  	/s/ Allison Gallagher 	 
	 	 	Name:  	Allison Gallagher 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to

Fifth Amendment to ProLogis Global Senior Credit Agreement



 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	SOCIÉTÉ GÉNÉRALE

as a U.S. Lender

 	 
	 	By:  	/s/ Jean - Francois Despoux	 
	 	 	Name:  	Jean - Francois Despoux	 
	 	 	Title:  	Managing Director	 
	 



Signature Page to

Fifth Amendment to ProLogis Global Senior Credit Agreement



 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as a U.S. Lender

 	 
	 	By:  	/s/ Sandra A. Sauer	 
	 	 	Name:  	Sandra A. Sauer	 
	 	 	Title:  	Vice President	 



Signature Page to

Fifth Amendment to ProLogis Global Senior Credit Agreement




 













 





Executed as of the date first written above.




	 	 	 	 	 	 	 	 	 

	 	 	SCOTIABANK EUROPE PLC,

as a Euro Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ John O’Connor	 	 
	 	 	 	 		 	 
	 

	 	 	 	Name:	 	John O’Connor 	 	 
	 

	 	 	 	Title:
	 	Head of Credit Administration
	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to

Fifth Amendment to ProLogis Global Senior Credit Agreement



 









 





Executed as of the date first written above.




	 	 	 	 	 	 	 	 	 

	 	 	BARCLAYS BANK PLC,

as a Euro Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Noam Azachi 	 	 
	 	 	 	 	   	 	 
	 

	 	 	 	Name:	 	Noam Azachi  	 	 
	 

	 	 	 	Title:
	 	Assistant Vice President
	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to

Fifth Amendment to ProLogis Global Senior Credit Agreement



 









 





Executed as of the date first written above.




	 	 	 	 	 	 	 	 	 

	 	 	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,

as a Euro Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Credit Agricole Corporate and Investment Bank 	 	 
	 	 	 	 	   	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Credit Agricole Corporate and Investment Bank 	 	 
	 	 	 	 	   	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to

Fifth Amendment to ProLogis Global Senior Credit Agreement



 









 





Executed as of the date first written above.




	 	 	 	 	 	 	 	 	 

	 	 	DEUTSCHE BANK AG,

as a Euro Lender
	 	 
	 
	 

	 	By:	 	/s/ Deutsche Bank AG	 	 
	 	 	 	 	  	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Deutsche Bank AG	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to

Fifth Amendment to ProLogis Global Senior Credit Agreement



 









 





Executed as of the date first written above.




	 	 	 	 	 	 	 	 	 

	 	 	GOLDMAN SACHS BANK USA,

as a Euro Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Lauren Day	 	 
	 	 	 	 	   	 	 
	 

	 	 	 	Name:	 	Lauren Day	 
	 

	 	 	 	Title:
	 	Authorized Signatory

	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to

Fifth Amendment to ProLogis Global Senior Credit Agreement



 









 





Executed as of the date first written above.




	 	 	 	 	 	 	 	 	 

	 	 	ING REAL ESTATE FINANCE (USA) LLC,


as a Euro Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Bill Knickerbocker 	 	 
	 	 	 	 	   	 	 
	 

	 	 	 	Name:	 	Bill Knickerbocker 	 	 
	 

	 	 	 	Title:
	 	Director
	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 

	 	By:	 	/s/ Craig R. Bender	 	 
	 	 	 	 	   	 	 
	 

	 	 	 	Name:	 	Craig R. Bender	 	 
	 

	 	 	 	Title:
	 	Director
	 	 





Signature Page to

Fifth Amendment to ProLogis Global Senior Credit Agreement



 









 





Executed as of the date first written above.




	 	 	 	 	 	 	 	 	 

	 	 	JPMORGAN CHASE BANK, N.A.,

as a Euro Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Kimberly Turner 	 	 
	 	 	 	 	   	 	 
	 

	 	 	 	Name:	 	Kimberly Turner 	 	 
	 

	 	 	 	Title:
	 	Executive Director
	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to

Fifth Amendment to ProLogis Global Senior Credit Agreement



 









 





Executed as of the date first written above.




	 	 	 	 	 	 	 	 	 

	 	 	MORGAN STANLEY BANK NATIONAL ASSOCIATION,

as a Euro Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Morgan Stanley Bank National Association 	 	 
	 	 	 	 	   	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to

Fifth Amendment to ProLogis Global Senior Credit Agreement



 









 





Executed as of the date first written above.




	 	 	 	 	 	 	 	 	 

	 	 	THE ROYAL BANK OF SCOTLAND N.V.,

as a Euro Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ The Royal Bank of Scotland N.V. 	 	 
	 	 	 	 	   	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to

Fifth Amendment to ProLogis Global Senior Credit Agreement



 









 





Executed as of the date first written above.




	 	 	 	 	 	 	 	 	 

	 	 	SUMITOMO MITSUI BANKING CORPORATION,

as a Euro Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ William M. Ginn	 	 
	 	 	 	 	   	 	 
	 

	 	 	 	Name:	 	William M. Ginn	 	 
	 

	 	 	 	Title:
	 	Executive Director

	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to

Fifth Amendment to ProLogis Global Senior Credit Agreement



 









 







	 	 	 	 	 	 	 	 	 

	 	 	CITICORP NORTH AMERICA, INC.,


as a Euro Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ John Rowland	 	 
	 	 	 	 	   	 	 
	 

	 	 	 	Name:	 	John Rowland  	 	 
	 

	 	 	 	Title:
	 	Director 
	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to

Fifth Amendment to ProLogis Global Senior Credit Agreement



 









 






Executed as of the date first written above.




	 	 	 	 	 
	 	WELLS FARGO BANK, N.A.,

successor-by-merger to

Wachovia Bank, N.A.,

as a Euro Lender

 	 
	 	By:  	/s/ Allison Gallagher	 
	 	 	Name:  	Allison Gallagher 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to

Fifth Amendment to ProLogis Global Senior Credit Agreement



 









 





Executed as of the date first written above.




	 	 	 	 	 	 	 	 	 

	 	 	ROYAL BANK OF CANADA,

as a Euro Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Dan LePage	 	 
	 	 	 	 	   	 	 
	 

	 	 	 	Name:	 	Dan LePage	 	 
	 

	 	 	 	Title:
	 	 

Authorized Signatory	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to

Fifth Amendment to ProLogis Global Senior Credit Agreement




 











 





Executed as of the date first written above.




	 	 	 	 	 
	 	SOCIÉTÉ GÉNÉRALE

as a Euro Lender

 	 
	 	By:  	/s/
Jean - Francois Despoux	 
	 	 	Name:  	Jean - Francois Despoux	 
	 	 	Title:  	Managing
Director	 
	 



Signature Page to

Fifth Amendment to ProLogis Global Senior Credit Agreement



 









 




Executed as of the date first written above.




	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA,

as a Yen Lender

 	 
	 	By:  	/s/ Hideo Mine	 
	 	 	Name:  	Hideo Mine	 
	 	 	Title:  	Senior Manager and Group Head Credit and Marketing	 
	 



Signature Page to

Fifth Amendment to ProLogis Global Senior Credit Agreement



 









 




Executed as of the date first written above.




	 	 	 	 	 
	 	CREDIT AGRICOLE CORPORATE AND

INVESTMENT BANK, TOKYO BRANCH,

as a Yen Lender

 	 
	 	By:  	/s/ Kunihiro Horiba	 
	 	 	Name:  	Kunihiro Horiba	 
	 	 	Title:  	Managing Director	 
	 
	 	 	 
	 	By:  	
/s/ Hiroyuki Ueno	 
	 	 	Name:  	Hiroyuki Ueno	 
	 	 	Title:  	Managing Director	 
	 



Signature Page to

Fifth Amendment to ProLogis Global Senior Credit Agreement



 









 




Executed as of the date first written above.




	 	 	 	 	 
	 	ING BANK N.V., TOKYO BRANCH

as a Yen Lender

 	 
	 	By:  	/s/ Yoji Morishita	 
	 	 	Name:  	Yoji Morishita	 
	 	 	Title:  	Managing Director	 
	 



	 	 	 	 	 
	 	By:  	/s/ Riko Kikuchi	 
	 	 	Name:  	Riko Kikuchi	 
	 	 	Title:  	Vice President	 
	 



Signature Page to

Fifth Amendment to ProLogis Global Senior Credit Agreement



 









 




Executed as of the date first written above.




	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,

as a Yen Lender

 	 
	 	By:  	/s/
Kimberly Turner	 
	 	 	Name:  	Kimberly Turner	 
	 	 	Title:  	Executive
Director	 
	 



Signature Page to

Fifth Amendment to ProLogis Global Senior Credit Agreement



 









 




Executed as of the date first written above.




	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND PLC,

as a Yen Lender

 	 
	 	By:  	/s/
Brett E. Thompson	 
	 	 	Name:  	Brett E. Thompson	 
	 	 	Title:  	Senior
Vice President	 
	 



Signature Page to

Fifth Amendment to ProLogis Global Senior Credit Agreement



 









 




Executed as of the date first written above.




	 	 	 	 	 
	 	SOCIÉTÉ GÉNÉRALE, TOKYO BRANCH

as a Yen Lender

 	 
	 	By:  	/s/
Jean - Francois Despoux	 
	 	 	Name:  	Jean - Francois Despoux	 
	 	 	Title:  	Managing
Director	 
	 



Signature Page to

Fifth Amendment to ProLogis Global Senior Credit Agreement



 









 




Executed as of the date first written above.




	 	 	 	 	 
	 	SUMITOMO MITSUI BANKING CORPORATION,

as a Yen Lender

 	 
	 	By:  	/s/
William M. Ginn	 
	 	 	Name:  	William M. Ginn	 
	 	 	Title:  	Executive
Officer	 
	 



Signature Page to

Fifth Amendment to ProLogis Global Senior Credit Agreement



 









 




Executed as of the date first written above.




	 	 	 	 	 
	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

NEW YORK BRANCH

 	 
	 	By:  	/s/ John Feeney	 
	 	 	Name:  	John Feeney	 
	 	 	Title:  	Vice President	 
	 



Signature Page to

Fifth Amendment to ProLogis Global Senior Credit Agreement



 









 




Executed as of the date first written above.




	 	 	 	 	 
	 	Acknowledged and Agreed:





BANK OF AMERICA, N.A.,

as Global Administrative Agent

 	 
	 	By:  	/s/ Will T. Bowers, Jr.	 
	 	 	Will T. Bowers, Jr., Senior Vice President	 
	 	 	 	 
	 



Signature Page to

Fifth Amendment to ProLogis Global Senior Credit Agreement