EX-10.1



 Exhibit 10.1 

FIRST AMENDMENT 
 THIS
FIRST AMENDMENT dated as of June 26, 2014 (this “Amendment”) amends the Global Senior Credit Agreement (the “Global Credit Agreement”) dated as of July 11, 2013 among PROLOGIS, L.P., various affiliates
thereof, various lenders and BANK OF AMERICA, N.A., as Global Administrative Agent. Unless otherwise defined herein, capitalized terms used herein have the respective meanings set forth in the Global Credit Agreement. 

WHEREAS, the parties have agreed to amend certain terms and provisions of the Global Credit Agreement as more particularly described herein;

 NOW, THEREFORE, the parties hereto agree as follows: 

SECTION 1 AMENDMENTS. Upon the effectiveness hereof, the Global Credit Agreement shall be amended as set forth below. 

 

	 	1.1	Applicable Margin. The first paragraph below the table in the definition of “Applicable Margin” is amended in its entirety to read as follows: 


Each change in the Applicable Margin resulting from a publicly announced change in the Moody’s Rating, S&P Rating, or Fitch Rating, as
applicable, shall be effective during the period commencing on the fifth Business Day following the date of the public announcement thereof and ending on the date immediately preceding the effective date of the next such change. 

 

	 	1.2	Eurocurrency Rate. Clause (a) of the definition of “Eurocurrency Rate” is amended in its entirety to read as follows: 


(a) any Eurocurrency Rate Loan under the U.S. Tranche, any Eurocurrency Rate Loan under the Euro Tranche (other than Euro Loans denominated in
Euro) and any Eurocurrency Rate Loan under the Yen Tranche (other than Yen Committed Loans denominated in Yen), the rate per annum equal to the London Interbank Offered Rate (“LIBOR”), or a comparable or successor rate which rate is
approved by the applicable Funding Agent, as published on the applicable Bloomberg screen page (or another commercially available source providing quotations of LIBOR as reasonably designated by the applicable Funding Agent and acceptable to
Prologis from time to time) at or about 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for deposits in the relevant currency (for delivery on the first day of such Interest Period) with a term
equivalent to such Interest Period; provided that to the extent a comparable or successor rate is approved by the applicable Funding Agent in connection herewith, the approved rate shall be applied in a manner consistent with market practice;
provided, further that to the extent such market practice is not administratively feasible for the applicable Funding Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by applicable Funding
Agent. 

  

					
		 		 	 First Amendment to Prologis, L.P.

Global Senior Credit Agreement











	 	1.3	FATCA. The definition of “FATCA” is amended in its entirety to read as follows: 


“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement, regulations or official
interpretations thereof and any agreements entered into pursuant to Section 1471 (b) (1) of the Code. 
  

	 	1.4	Responsible Officer. The definition of “Responsible Officer” is amended in its entirety to read as follows: 


“Responsible Officer” means the chief executive officer, the president, the chief financial officer, a representative
director, any vice president, the treasurer or any assistant treasurer of a Loan Party and, solely for purposes of notices given pursuant to Article II, III, or IV, any other officer or employee of the applicable Loan Party so
designated by any of the foregoing officers in a notice to the applicable Funding Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary
corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. 

 

	 	1.5	Yen Qualified Lender. The definition of “Yen Qualified Lender” is amended in its entirety to read as follows: 


“Yen Qualified Lender” means, as of any date of determination, a Yen Lender that (a) has committed hereunder to make Yen
Committed Loans in the applicable currency requested by a Yen Borrower to be funded under the Yen Tranche, (b) is capable of making the requested Yen Committed Loans to the applicable Foreign Borrower requesting such Yen Committed Loan without
the imposition of any withholding taxes, (c) has not provided written notice to Global Administrative Agent and Yen Funding Agent that it cannot make Yen Committed Loans that are ABR Rate Loans; provided that if a Lender fails to
constitute a Yen Qualified Lender solely because it fails to meet clause (c), such Lender shall be considered a Yen Qualified Lender for all purposes other than a request for a Yen Committed Borrowing consisting of ABR Rate Loans, (d) to
the extent the Yen Borrower requesting Yen Committed Loans is a Japan Borrower, is not a Non-Qualified Japan Lender, and (e) to the extent the Yen Borrower requesting Yen Committed Loans is a TMK, is a Qualified Institutional Investor. 

  

					
		 	2	 	 First Amendment to Prologis, L.P.

Global Senior Credit Agreement











	 	1.6	Compliance with Laws. Section 9.14 is amended to add the following at the end thereof: 


Without limiting the foregoing, each Company has instituted and maintained policies and procedures designed to promote and achieve compliance
with applicable anti-corruption Laws. 
  

	 	1.7	Compliance with Laws. Section 10.8 is amended to add the following at the end thereof: 


Without limiting the foregoing, each Company shall maintain policies and procedures designed to promote and achieve compliance with applicable
anti-corruption Laws. 
  

	 	1.8	Secured Indebtedness. Section 11.1 is amended in its entirety to read as follows: 


Section 11.1 Secured Indebtedness. General Partner shall not permit the ratio (expressed as a percentage) of (a) the
aggregate amount of all Secured Debt of the Companies outstanding as of the last day of any fiscal quarter to (b) Total Asset Value as of such date to exceed 40%. 
  

	 	1.9	A new Section 11.10 is added to Article XI as follows: 

 Section 11.10
Anti-Corruption Laws. Borrowers shall not, directly or indirectly, use the proceeds of any Loan for any purpose that would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, or other similar legislation in
other jurisdictions. 
 1.10 Cross Default Threshold. Section 12.1.5 is amended in its entirety to read as follows: 

(a) Any Company fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or
otherwise) of any Recourse Debt (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 $100,000,000; or 
 (b) Any Company fails to observe or perform any other
agreement or condition relating to or in respect of any Recourse Debt or contained in any instrument or agreement evidencing, securing or relating to the same, or any other event (excluding voluntary actions by any applicable Company) occurs, the
effect of which default or other event is to cause Recourse Debt having an aggregate principal amount (including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $100,000,000, 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 Recourse Debt to be made, prior to its stated maturity, or such Recourse Debt to become payable or
cash collateral in respect thereof to be demanded; or 

  

					
		 	3	 	 First Amendment to Prologis, L.P.

Global Senior Credit Agreement










 (c) There occurs under any Swap Contract that constitutes Recourse Debt an Early
Termination Date (as defined in such Swap Contract) resulting from (i) any event of default under such Swap Contract as to which any Company is the Defaulting Party (as defined in such Swap Contract) or (ii) any Termination Event (as so
defined) under such Swap Contract as to which any Company is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Company as a result thereof is greater than $100,000,000 and such amount is not paid when
due. 
 1.11 Judgment Default Threshold. Section 12.1.8 of the Global Credit Agreement is amended to replace the amount
“$50,000,000” therein with the amount “$100,000,000”. 
 1.12 Commitments. Schedule 2.1(a) and (b) of the
Global Credit Agreement is hereby replaced with Schedule 2.1(a) and (b) attached to this Amendment. 

SECTION 2 EFFECTIVENESS. The amendments set forth in Section 1 above shall become effective on the date (the
“Effective Date”) on which the following conditions have been met: 
 2.1 Documents. Global Administrative
Agent’s receipt (which may be by facsimile or electronic mail, followed promptly by originals) of the following, each dated the Effective Date and each in form and substance reasonably satisfactory to each Agent and each Lender: 

(a) executed counterparts of this Agreement, sufficient in number for distribution to each Agent and Prologis; 

(b) an opinion letter of Mayer Brown LLP, counsel to the Loan Parties, addressed to each Agent, each L/C Issuer, and each Lender, as to such
matters concerning the Loan Parties and this Amendment as Global Administrative Agent may reasonably request; 
 2.2 Fees and
Expenses. 
 (a) Any fees required to be paid on or before the Effective Date shall have been paid. 

(b) Unless waived by Global Administrative Agent, Prologis shall have paid all reasonable and documented fees, charges and disbursements of
counsel to Global Administrative Agent to the extent invoiced at least one Business Day prior to the Effective Date. 
 SECTION 3
REPRESENTATIONS AND WARRANTIES. 
 3.1 Representations and Warranties. The representations and warranties of each Loan Party
contained in Article IX of the Global Credit Agreement are true and correct in all material respects on and as of the Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case
they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 3.1, the 

  

					
		 	4	 	 First Amendment to Prologis, L.P.

Global Senior Credit Agreement










 
representations and warranties contained in clauses (a) and (b) of Section 9.5 of the Global Credit Agreement shall be deemed to refer to the most recent statements furnished
pursuant to clauses (a) and (b), respectively, of Section 10.1 of the Global Credit Agreement. 
 3.2 Default. No Default
exists. 
 SECTION 4 RATIFICATIONS. Each Loan Party that is a party hereto (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 by such Loan Party under the Loan Documents is released, reduced, or otherwise adversely affected by this Amendment and that each such guaranty
continues to guarantee and secure full payment and performance of the present and future Obligations of Borrowers as set forth under the Loan Documents. The parties hereto acknowledge that the Borrowers as of the date hereof are listed on
Schedule 4 attached hereto. 
 SECTION 5 MISCELLANEOUS. 

5.1 Continuing Effectiveness, etc. As herein amended, the Global Credit Agreement shall remain in full force and effect and is hereby
ratified and confirmed in all respects. After the effectiveness hereof, all references in the Global Credit Agreement and any related document to the “Global Credit Agreement” or similar terms shall refer to the Global Credit Agreement as
amended hereby. This Amendment is a Loan Document. 
 5.2 Incorporation of Global Credit Agreement Provisions. The provisions of
Sections 14.4 (Expenses; Indemnity; Damage Waiver), 14.14 (GOVERNING LAW; JURISDICTION; ETC.) and 14.15 (Waiver of Jury Trial) are incorporated herein by reference as if set forth in full herein, mutatis mutandis. 

SECTION 6 ACCORDION INCREASE; JOINDER AGREEMENT BY NEW LENDERS. 

6.1 Pursuant to Section 6.13 of the Global Credit Agreement, each Lender party hereto whose Commitment under any Tranche set forth
on Schedule 2.1(a) or 2.1(b) attached hereto is greater than such Lender’s Commitment prior to the date hereof (each, an “Increasing Lender”) agrees that, upon the effectiveness hereof, its Commitment under each
applicable Tranche shall be increased to the amount set forth on Schedule 2.1(a) or 2.1(b) attached hereto. 
 6.2 Pursuant to
Section 6.13 of the Global Credit Agreement, each Lender party hereto that was not a Lender prior to the date hereof (each a “Subsequent Lender”) hereby agrees that it shall be a party to the Global Credit Agreement as a
“Subsequent Lender” under the Tranche(s) specified on Schedule 2.1(a) or 2.1(b) attached hereto (each an “Applicable Tranche”) and shall have the rights and obligations of a Lender under the Loan Documents.

 6.3 Each Subsequent Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action
necessary, to execute and deliver the Global Credit Agreement and to consummate the transactions contemplated thereby and to become a Subsequent Lender under the Global Credit Agreement, (ii) it meets all requirements of Lender under the Global
Credit Agreement (subject to receipt of such consents as may be required under the Global Credit Agreement) and under each Applicable Tranche, (iii) it has received a copy of the Global 

  

					
		 	5	 	 First Amendment to Prologis, L.P.

Global Senior Credit Agreement










 
Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 10.1 thereof, as applicable, and such other documents and information as
it has deemed appropriate to make its own credit analysis and decision to enter into the Global Credit Agreement on the basis of which it has made such analysis and decision independently and without reliance on Global Administrative Agent or any
other Lender, and (iv) if it is a Foreign Lender, it has delivered either concurrently with the execution of this Amendment or prior to the date hereof any documentation required to be delivered by it pursuant to the terms of the Global Credit
Agreement, duly completed and executed by such Subsequent Lender; and (b) agrees that (i) it will, independently and without reliance on Global Administrative Agent or any other Lender, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan
Documents are required to be performed by it as a Lender. 
 6.4 The parties hereto agree that this Amendment constitutes (a) for each
Subsequent Lender, a Joinder Agreement for purposes of Section 6.13(c) of the Global Credit Agreement, and (b) for each Increasing Lender, the certificate required by Section 6.13(d) of the Global Credit Agreement. 

[Signature pages follow.] 

  

					
		 	6	 	 First Amendment to Prologis, L.P.

Global Senior Credit Agreement










 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective officers thereunto duly authorized as of the day and year first above written. 
  

							
	PROLOGIS, L.P.,
	a Delaware limited partnership
		
	By:	 	Prologis, Inc., its sole general partner
			
		 	By:	 	 /s/ Gayle P. Starr

		 		 	Name:	 	 Gayle P. Starr

		 		 	Title:	 	 S.V.P.

	
	PROLOGIS, INC.
		
	By:	 	 /s/ Gayle P. Starr

		 	Name:	 	 Gayle P. Starr

		 	Title:	 	 S.V.P.




  
 Signature Page
to First Amendment 
 (Prologis, L.P. Global Senior Credit Agreement) 








 Executed as of the date first written above. 

 

					
	AGENT:
	
	 BANK OF AMERICA, N.A.,
 as
Global Administrative Agent,

	U.S. Funding Agent,
	 U.S. Swing Line Lender

and a U.S. L/C Issuer

		
	By:	 	 /s/ Will T. Bowers, Jr.

		 	Name:	 	 Will T. Bowers, Jr.

		 	Title:	 	 Senior Vice President




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	AGENT:
	
	THE ROYAL BANK OF SCOTLAND PLC,
	as Euro Funding Agent
		
	By:	 	 /s/ Aarijh Patel

		 	Name:	 	 Aarijh Patel

		 	Title:	 	 Director




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	AGENT:
	
	SUMITOMO MITSUI BANKING CORPORATION,
	as Yen Funding Agent and a Yen L/C Issuer
		
	By:	 	 /s/ Hideo Notsu

		 	Name:	 	 Hideo Notsu

		 	Title:	 	 Executive Director




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	FRONTING LENDER:
	
	BANK OF AMERICA, N.A.,
	as a Fronting Lender
		
	By:	 	 /s/ Will T. Bowers, Jr.

		 	Name:	 	 Will T. Bowers, Jr.

		 	Title:	 	 Senior Vice President




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	JPMORGAN CHASE BANK, NA,
	as a Fronting Lender
		
	By:	 	 /s/ Brendan Poe

		 	Name:	 	 Brendan Poe

		 	Title:	 	 Executive Director




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	FRONTING LENDER:
	
	THE ROYAL BANK OF SCOTLAND PLC,
	as a Fronting Lender
		
	By:	 	 /s/ L. Peter Yetman

		 	Name:	 	 L. Peter Yetman

		 	Title:	 	 Director




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	FRONTING LENDER:
	
	SUMITOMO MITSUI BANKING CORPORATION,
	as a Fronting Lender
		
	By:	 	 /s/ Hideo Notsu

		 	Name:	 	 Hideo Notsu

		 	Title:	 	 Executive Director




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	THE ROYAL BANK OF SCOTLAND PLC,
	as Euro Swing Line Lender and
a Euro L/C Issuer
		
	By:	 	 /s/ Stephan Mathu

		 	Name:	 	 Stephan Mathu

		 	Title:	 	 Head of Client Management NL

		
	By:	 	 /s/ Linda Baron

		 	Name:	 	 Linda Baron

		 	Title:	 	 Client Manager




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 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.

		 	Name:	 	 Will T. Bowers, Jr.

		 	Title:	 	 Senior Vice President




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	BANK HAPOALIM B.M.,
	as a U.S. Lender
		
	By:	 	 /s/ Helen H. Gateson

		 	Name:	 	 Helen H. Gateson

		 	Title:	 	 Vice President

		
	By:	 	 /s/ Charles McLaughlin

		 	Name:	 	 Charles McLaughlin

		 	Title:	 	 Senior Vice President




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	THE BANK OF NOVA SCOTIA,
	as a U.S. Lender
		
	By:	 	 /s/ Winston Lua

		 	Name:	 	 Winston Lua

		 	Title:	 	 Director




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	BNP PARIBAS,
	as a U.S. Lender
		
	By:	 	 /s/ Duane Helkowski

		 	Name:	 	 Duane Helkowski

		 	Title:	 	 Managing Director

		
	By:	 	 /s/ Kwang Kyun Choi

		 	Name:	 	 Kwang Kyun Choi

		 	Title:	 	 Vice President




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	CITIBANK, N.A.,
	as a U.S. Lender
		
	By:	 	 /s/ John C. Rowland

		 	Name:	 	 John C. Rowland

		 	Title:	 	 Vice President




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	COMPASS BANK,
	as a U.S. Lender
		
	By:	 	 /s/ Brian Tuerff

		 	Name:	 	 Brian Tuerff

		 	Title:	 	 Senior Vice President




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	CRÉDIT AGRICOLE CORPORATE AND
	INVESTMENT BANK,
	as a U.S. Lender
		
	By:	 	 /s/ William Knickerbocker

		 	Name:	 	 William Knickerbocker

		 	Title:	 	 Director

		
	By:	 	 /s/ Adam Jenner

		 	Name:	 	 Adam Jenner

		 	Title:	 	 Vice President




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	DEUTSCHE BANK AG NEW YORK BRANCH,
	as a U.S. Lender
		
	By:	 	 /s/ James Rolison

		 	Name:	 	 James Rolison

		 	Title:	 	 Managing Director

		
	By:	 	 /s/ Perry Forman

		 	Name:	 	 Perry Forman

		 	Title:	 	 Director




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	FIFTH THIRD BANK,
	as a U.S. Lender
		
	By:	 	 /s/ Matthew Rodgers

		 	Name:	 	 Matthew Rodgers

		 	Title:	 	 VP




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	GOLDMAN SACHS BANK USA,
	as a U.S. Lender
		
	By:	 	 /s/ Mark Walton

		 	Name:	 	 Mark Walton

		 	Title:	 	 Authorized Signatory




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	HSBC BANK USA, NA,
	as a U.S. Lender
		
	By:	 	 /s/ Janet Lee

		 	Name:	 	 Janet Lee

		 	Title:	 	 Vice President




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	JPMORGAN CHASE BANK, NA,
	as a U.S. Lender
		
	By:	 	 /s/ Brendan Poe

		 	Name:	 	 Brendan Poe

		 	Title:	 	 Executive Director




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	MIZUHO BANK, LTD.,
	as a U.S. Lender
		
	By:	 	 /s/ Noel Purcell

		 	Name:	 	 Noel Purcell

		 	Title:	 	 Authorized Signatory




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	MORGAN STANLEY BANK, N.A.,
	as a U.S. Lender
		
	By:	 	 /s/ Michael King

		 	Name:	 	 Michael King

		 	Title:	 	 Authorized Signatory




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	THE NORTHERN TRUST COMPANY,
	as a U.S. Lender
		
	By:	 	 /s/ John Lascody

		 	Name:	 	 John Lascody

		 	Title:	 	 Vice President




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	PNC BANK, NATIONAL ASSOCIATION,
	as a U.S. Lender
		
	By:	 	 /s/ Nicolas Zitelli

		 	Name:	 	 Nicolas Zitelli

		 	Title:	 	 Senior Vice President




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	THE ROYAL BANK OF SCOTLAND PLC,
	as a U.S. Lender
		
	By:	 	 /s/ Jeannine Pascal

		 	Name:	 	 Jeannine Pascal

		 	Title:	 	 Vice President




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	SUMITOMO MITSUI BANKING CORPORATION
	as a U.S. Lender
		
	By:	 	 /s/ Hideo Notsu

		 	Name:	 	 Hideo Notsu

		 	Title:	 	 Executive Director




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	UNION BANK, N.A.,
	as a U.S. Lender
		
	By:	 	 /s/ Juliana Matson

		 	Name:	 	 Juliana Matson

		 	Title:	 	 Vice President




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	U.S. BANK NATIONAL ASSOCIATION, a national banking association
	as a U.S. Lender
		
	By:	 	 /s/ Michael Diemer

		 	Name:	 	 Michael Diemer

		 	Title:	 	 Vice President




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as a U.S. Lender
		
	By:	 	 /s/ Kevin A. Stacker

		 	Name:	 	 Kevin A. Stacker

		 	Title:	 	 Senior Vice President




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	BNP PARIBAS,
	as a EuroLender
		
	By:	 	 /s/ Duane Helkowski

		 	Name:	 	 Duane Helkowski

		 	Title:	 	 Managing Director

		
	By:	 	 /s/ Kwang Kyun Choi

		 	Name:	 	 Kwang Kyun Choi

		 	Title:	 	 Vice President




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	CITIBANK, N.A.,
	as a Euro Lender
		
	By:	 	 /s/ John C. Rowland

		 	Name:	 	 John C. Rowland

		 	Title:	 	 Vice President




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	COMPASS BANK,
	as a Euro Lender
		
	By:	 	 /s/ Brian Tuerff

		 	Name:	 	 Brian Tuerff

		 	Title:	 	 Senior Vice President




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	DEUTSCHE BANK AG NEW YORK BRANCH,
	as a Euro Lender
		
	By:	 	 /s/ James Rolison

		 	Name:	 	 James Rolison

		 	Title:	 	 Managing Director

		
	By:	 	 /s/ Perry Forman

		 	Name:	 	 Perry Forman

		 	Title:	 	 Director




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	FIFTH THIRD BANK,
	as a Euro Lender
		
	By:	 	 /s/ Matthew Rodgers

		 	Name:	 	 Matthew Rodgers

		 	Title: 	 	 VP




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	GOLDMAN SACHS BANK USA,
	as a Euro Lender
		
	By:	 	 /s/ Mark Walton

		 	Name:	 	 Mark Walton

		 	Title:	 	 Authorized Signatory




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	HSBC BANK USA, NA,
	as a Euro Lender
		
	By:	 	 /s/ Janet Lee

		 	Name:	 	 Janet Lee

		 	Title:	 	 Vice President




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	JPMORGAN CHASE BANK, NA,
	as a Euro Lender
		
	By:	 	 /s/ Brendan Poe

		 	Name:	 	 Brendan Poe

		 	Title:	 	 Executive Director




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	MIZUHO BANK, LTD.,
	as a Euro Lender
		
	By:	 	 /s/ Noel Purcell

		 	Name:	 	 Noel Purcell

		 	Title:	 	 Authorized Signatory




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	MORGAN STANLEY BANK, N.A.,
	as a Euro Lender
		
	By:	 	 /s/ Michael King

		 	Name:	 	 Michael King

		 	Title:	 	 Authorized Signatory




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	MORGAN STANLEY SENIOR FUNDING, INC.,
	as a Euro Lender
		
	By:	 	 /s/ Michael King

		 	Name:	 	 Michael King

		 	Title:	 	 Vice President




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	THE ROYAL BANK OF SCOTLAND PLC,
	as a Euro Lender
		
	By:	 	 /s/ Stephan Mathu

		 	Name:	 	 Stephan Mathu

		 	Title:	 	 Head of Client Management NL

		
	By:	 	 /s/ Linda Baron

		 	Name:	 	 Linda Baron

		 	Title:	 	 Client Manager




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	SCOTIABANK EUROPE PLC,
	as a Euro Lender
		
	By:	 	 /s/ Steve Dobson

		 	Name:	 	 Steve Dobson

		 	Title:	 	 Director & Head of Execution

		
	By:	 	 /s/ Steve Caller

		 	Name:	 	 Steve Caller

		 	Title:	 	 Manager, Credit Risk Control




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	SUMITOMO MITSUI BANKING CORPORATION
	as a Euro Lender
		
	By:	 	 /s/ Hideo Notsu

		 	Name:	 	 Hideo Notsu

		 	Title:	 	 Executive Director




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	UNION BANK, N.A.,
	as a Euro Lender
		
	By:	 	 /s/ Juliana Matson

		 	Name:	 	 Juliana Matson

		 	Title:	 	 Vice President




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as a Euro Lender
		
	By:	 	 /s/ Kevin A. Stacker

		 	Name:	 	 Kevin A. Stacker

		 	Title:	 	 Senior Vice President




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	THE BANK OF NOVA SCOTIA,
	as a Yen Lender
		
	By:	 	 /s/ Winston Lua

		 	Name:	 	 Winston Lua

		 	Title: 	 	 Director




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
	as a Yen Lender
		
	By:	 	 /s/ Charles Stewart

		 	Name:	 	 Charles Stewart

		 	Title: 	 	 Director




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 
					
	LENDERS:
	
	Citibank Japan Ltd.
	as a Yen Lender
		
	By:	 	 /s/ Yuko Akiya

		 	Name:	 	 Yuko Akiya

		 	Title:	 	 Vice President




  
 Signature Page
to First Amendment 
 (Prologis, L.P. Global Senior Credit Agreement) 








 Executed as of the date first written above. 

 

					
	HSBC BANK USA, NA,
	as a Yen Lender
		
	By:	 	 /s/ Janet Lee

		 	Name:	 	 Janet Lee

		 	Title:	 	 Vice President




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	ING BANK N.V., TOKYO BRANCH
	as a Yen Lender
		
	By:	 	 /s/ Kazuo Motokawa

		 	Name:	 	 Kazuo Motokawa

		 	Title:	 	 Director

		
	By:	 	 /s/ Riko Kikuchi

		 	Name:	 	 Riko Kikuchi

		 	Title:	 	 Director




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	JPMORGAN CHASE BANK, NA,
	as a Yen Lender
		
	By:	 	 /s/ Brendan Poe

		 	Name:	 	 Brendan Poe

		 	Title:	 	 Executive Director




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	THE ROYAL BANK OF SCOTLAND PLC,
	as a Yen Lender
		
	By:	 	 /s/ Kazuhiko Shibata

		 	Name:	 	 Kazuhiko Shibata

		 	Title:	 	 Branch Manager and Representative in Japan




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 Executed as of the date first written above. 

 

					
	SUMITOMO MITSUI BANKING CORPORATION
	as a Yen Lender
		
	By:	 	 /s/ Hideo Notsu

		 	Name:	 	 Hideo Notsu

		 	Title:	 	 Executive Director




  
 Signature Page
to 
 First Amendment to Prologis, L.P. Global Senior Credit Agreement 

(2014) 








 SCHEDULE 2.1 

COMMITMENTS 
 AND
APPLICABLE TRANCHE PERCENTAGES 
 2.1(a) 

Applicable Tranche Percentage – U.S. Commitments 
  

																																																																	
	 Lender
	  	Commitment
(in US
Dollars)	 	  	Applicable
Percentage	 	 	Currency Commitment	 	  	Jurisdiction
Commitment	 	  	 	 	  	Non-
Qualified
Japan
Lender1	 
	  	  	 	Euro	 	  	Sterling	 	  	Yen	 	  	Canadian
Dollars	 	  	Japan	 	  	TMK
Qualified	 	  
	  	  	 	Yes	 	  	No	 	  	Yes	 	  	No	 	  	Yes	 	  	No	 	  	Yes	 	  	No	 	  	Yes	 	  	No	 	  	Yes	 	  	No	 	  	Yes	 	  	No	 
	 Bank of America, N.A.
	  	$	38,750,000.00	  	  	 	3.176229508	% 	 	 	X	  	  				  	 	X	  	  				  	 	X	  	  				  	 	X	  	  				  	 	X	  	  				  	 	X	  	  				  				  	 	X	  
	 The Royal Bank of Scotland plc
	  	 	38,750,000.00	  	  	 	3.176229508	% 	 	 	X	  	  				  	 	X	  	  				  	 	X	  	  				  	 	X	  	  				  	 	X	  	  				  	 	X	  	  				  				  	 	X	  
	 Sumitomo Mitsui Banking Corporation
	  	 	38,750,000.00	  	  	 	3.176229508	% 	 	 	X	  	  				  	 	X	  	  				  	 	X	  	  				  	 	X	  	  				  	 	X	  	  				  	 	X	  	  				  				  	 	X	  
	 JPMorgan Chase Bank, N.A.
	  	 	38,750,000.00	  	  	 	3.176229508	% 	 	 	X	  	  				  	 	X	  	  				  	 	X	  	  				  	 	X	  	  				  	 	X	  	  				  	 	X	  	  				  				  	 	X	  
	 Bank Hapoalim
	  	 	25,000,000.00	  	  	 	2.049180328	% 	 				  	 	X	  	  				  	 	X	  	  				  	 	X	  	  				  	 	X	  	  				  	 	X	  	  				  	 	X	  	  	 	X	  	  			
	 The Bank of Nova Scotia
	  	 	45,073,170.73	  	  	 	3.694522191	% 	 	 	X	  	  				  	 	X	  	  				  	 	X	  	  				  	 	X	  	  				  	 	X	  	  				  				  	 	X	  	  	 	X	  	  			
	 BNP Paribas
	  	 	37,804,878.05	  	  	 	3.098760496	% 	 	 	X	  	  				  	 	X	  	  				  	 	X	  	  				  	 	X	  	  				  				  	 	X	  	  				  	 	X	  	  	 	X	  	  			
	 Citibank, N.A.
	  	 	71,500,000.00	  	  	 	5.860655738	% 	 	 	X	  	  				  	 	X	  	  				  	 	X	  	  				  	 	X	  	  				  				  	 	X	  	  				  	 	X	  	  	 	X	  	  			
	 Compass Bank
	  	 	32,902,439.02	  	  	 	2.696921231	% 	 	 	X	  	  				  	 	X	  	  				  	 	X	  	  				  	 	X	  	  				  	 	X	  	  				  				  	 	X	  	  	 	X	  	  			
	 Credit Agricole Corporate and Investment Bank
	  	 	67,000,000.00	  	  	 	5.491803279	% 	 	 	X	  	  				  	 	X	  	  				  	 	X	  	  				  	 	X	  	  				  				  	 	X	  	  				  	 	X	  	  				  	 	X	  

  

	1 	Please mark the box “Yes” if your institution does not have all necessary licenses and registrations under the Laws of Japan to lend to a Japan Borrower. Otherwise, please mark the box “No”.



  

					
		 	1	 	Schedule 2.1










																																																											
	 Lender
	  	Commitment
(in US
Dollars)	 	  	Applicable
Percentage	 	 	Currency Commitment	  	Jurisdiction
Commitment	 	  	 	 	  	Non-
Qualified
Japan
Lender1	 
	  	  	 	Euro	  	Sterling	  	Yen	 	  	Canadian
Dollars	  	Japan	 	  	TMK
Qualified	 	  
	  	  	 	Yes	 	  	No	  	Yes	 	  	No	  	Yes	 	  	No	 	  	Yes	 	  	No	  	Yes	 	  	No	 	  	Yes	 	  	No	 	  	Yes	 	  	No	 
	 Credit Suisse AG, Cayman Islands Branch
	  	 	27,000,000.00	  	  	 	2.213114754	% 	 	 	X	  	  		  	 	X	  	  		  	 	X	  	  				  	 	X	  	  		  				  	 	X	  	  				  	 	X	  	  	 	X	  	  			
	 Deutsche Bank AG New York Branch
	  	 	68,000,000.00	  	  	 	5.573770492	% 	 	 	X	  	  		  	 	X	  	  		  	 	X	  	  				  	 	X	  	  		  				  	 	X	  	  				  	 	X	  	  	 	X	  	  			
	 Fifth Third Bank
	  	 	30,243,902.44	  	  	 	2.479008397	% 	 	 	X	  	  		  	 	X	  	  		  	 	X	  	  				  	 	X	  	  		  				  	 	X	  	  				  	 	X	  	  	 	X	  	  			
	 Goldman Sachs Bank USA
	  	 	96,963,414.64	  	  	 	7.947820872	% 	 	 	X	  	  		  	 	X	  	  		  	 	X	  	  				  	 	X	  	  		  				  	 	X	  	  				  	 	X	  	  	 	X	  	  			
	 HSBC Bank USA, NA
	  	 	46,963,414.63	  	  	 	3.849460216	% 	 	 	X	  	  		  	 	X	  	  		  	 	X	  	  				  	 	X	  	  		  	 	X	  	  				  				  	 	X	  	  				  	 	X	  
	 Mizuho Bank, Ltd.
	  	 	75,609,756.10	  	  	 	6.197520992	% 	 	 	X	  	  		  	 	X	  	  		  	 	X	  	  				  	 	X	  	  		  	 	X	  	  				  	 	X	  	  				  				  	 	X	  
	 Morgan Stanley Bank, N.A.
	  	 	95,500,000.00	  	  	 	7.827868852	% 	 	 	X	  	  		  	 	X	  	  		  	 	X	  	  				  	 	X	  	  		  				  	 	X	  	  				  	 	X	  	  	 	X	  	  			
	 The Northern Trust Company
	  	 	30,000,000.00	  	  	 	2.459016393	% 	 	 	X	  	  		  	 	X	  	  		  	 	X	  	  				  	 	X	  	  		  				  	 	X	  	  				  	 	X	  	  	 	X	  	  			
	 PNC Bank, National Association
	  	 	55,000,000.00	  	  	 	4.508196721	% 	 	 	X	  	  		  	 	X	  	  		  	 	X	  	  				  	 	X	  	  		  				  	 	X	  	  				  	 	X	  	  	 	X	  	  			
	 Regions Bank
	  	 	27,000,000.00	  	  	 	2.213114754	% 	 	 	X	  	  		  	 	X	  	  		  				  	 	X	  	  	 	X	  	  		  				  	 	X	  	  				  	 	X	  	  	 	X	  	  			
	 Union Bank, N.A.
	  	 	45,073,170.73	  	  	 	3.694522191	% 	 	 	X	  	  		  	 	X	  	  		  	 	X	  	  				  	 	X	  	  		  				  	 	X	  	  				  	 	X	  	  	 	X	  	  			
	 U.S. Bank National Association
	  	 	75,000,000.00	  	  	 	6.147540984	% 	 	 	X	  	  		  	 	X	  	  		  	 	X	  	  				  	 	X	  	  		  	 	X	  	  				  	 	X	  	  				  				  	 	X	  
	 Wells Fargo Bank, National Association
	  	 	113,365,853.66	  	  	 	9.292283087	% 	 	 	X	  	  		  	 	X	  	  		  	 	X	  	  				  	 	X	  	  		  				  	 	X	  	  				  	 	X	  	  	 	X	  	  			
		  	  
	  
	 	  	  
	  
	 	 				  		  				  		  				  				  				  		  				  				  				  				  				  			
	 Total
	  	 	1,220,000,000	  	  	 	100.000000000	% 	 				  		  				  		  				  				  				  		  				  				  				  				  				  			
		  	  
	  
	 	  	  
	  
	 	 				  		  				  		  				  				  				  		  				  				  				  				  				  			


  

					
		 	2	 	Schedule 2.1









 SCHEDULE 2.1(b) 

Applicable Tranche Percentage – Euro Commitments 
  

																																																									
	 Lender
	  	Commitment
(in Euro)	 	  	Applicable
Percentage	 	 	Currency Commitment	  	Jurisdiction Commitment	  	TMK
Qualified	 	  	Non-
Qualified
Japan
Lender2	 
	  	  	 	Dollars	  	Sterling	  	Yen	  	Japan	 	  	U.S.	  	  
	  	  	 	Yes	 	  	No	  	Yes	 	  	No	  	Yes	 	  	No	  	Yes	 	  	No	 	  	Yes	 	  	No	  	Yes	 	  	No	 	  	Yes	 	  	No	 
	 Bank of America, N.A.
	  	€	46,037,375.00	  	  	 	7.705902784	% 	 	 	X	  	  		  	 	X	  	  		  	 	X	  	  		  	 	X	  	  				  	 	X	  	  		  	 	X	  	  				  				  	 	X	  
	 The Royal Bank of Scotland plc
	  	 	46,037,375.00	  	  	 	7.705902784	% 	 	 	X	  	  		  	 	X	  	  		  	 	X	  	  		  	 	X	  	  				  	 	X	  	  		  	 	X	  	  				  				  	 	X	  
	 Sumitomo Mitsui Banking Corporation
	  	 	46,037,375.00	  	  	 	7.705902784	% 	 	 	X	  	  		  	 	X	  	  		  	 	X	  	  		  	 	X	  	  				  	 	X	  	  		  	 	X	  	  				  				  	 	X	  
	 JPMorgan Chase Bank, N.A.
	  	 	46,037,375.00	  	  	 	7.705902784	% 	 	 	X	  	  		  	 	X	  	  		  	 	X	  	  		  	 	X	  	  				  	 	X	  	  		  	 	X	  	  				  				  	 	X	  
	 BNP Paribas
	  	 	8,962,195.12	  	  	 	1.500124721	% 	 	 	X	  	  		  	 	X	  	  		  	 	X	  	  		  				  	 	X	  	  	 	X	  	  		  				  	 	X	  	  	 	X	  	  			
	 Citibank, N.A.
	  	 	46,230,000.00	  	  	 	7.738145055	% 	 	 	X	  	  		  	 	X	  	  		  	 	X	  	  		  				  	 	X	  	  	 	X	  	  		  				  	 	X	  	  	 	X	  	  			
	 Compass Bank
	  	 	12,956,597.56	  	  	 	2.168722287	% 	 	 	X	  	  		  	 	X	  	  		  	 	X	  	  		  	 	X	  	  				  	 	X	  	  		  				  	 	X	  	  	 	X	  	  			
	 Credit Suisse AG, Cayman Islands Branch
	  	 	17,721,500.00	  	  	 	2.966288938	% 	 	 	X	  	  		  	 	X	  	  		  	 	X	  	  		  				  	 	X	  	  	 	X	  	  		  				  	 	X	  	  	 	X	  	  			
	 Deutsche Bank AG New York Branch
	  	 	43,918,500.00	  	  	 	7.351237802	% 	 	 	X	  	  		  	 	X	  	  		  	 	X	  	  		  				  	 	X	  	  	 	X	  	  		  				  	 	X	  	  	 	X	  	  			
	 Fifth Third Bank
	  	 	7,169,756.10	  	  	 	1.200099777	% 	 	 	X	  	  		  	 	X	  	  		  	 	X	  	  		  				  	 	X	  	  	 	X	  	  		  				  	 	X	  	  	 	X	  	  			
	 Goldman Sachs Bank USA
	  	 	67,528,286.58	  	  	 	11.303129501	% 	 	 	X	  	  		  	 	X	  	  		  	 	X	  	  		  				  	 	X	  	  	 	X	  	  		  				  	 	X	  	  	 	X	  	  			
	 HSBC Bank USA, National Association
	  	 	19,372,036.59	  	  	 	3.242561738	% 	 	 	X	  	  		  	 	X	  	  		  	 	X	  	  		  	 	X	  	  				  	 	X	  	  		  				  	 	X	  	  				  	 	X	  
	 Mizuho Bank, Ltd.
	  	 	17,924,390.24	  	  	 	3.000249442	% 	 	 	X	  	  		  	 	X	  	  		  	 	X	  	  		  	 	X	  	  				  	 	X	  	  		  	 	X	  	  				  				  	 	X	  

  

	2 	Please mark the box “Yes” if your institution does not have all necessary licenses and registrations under the Laws of Japan to lend to a Japan Borrower. Otherwise, please mark the box “No”.



  

					
		 	3	 	Schedule 2.1










																																																					
	 Lender
	  	Commitment
(in Euro)	 	  	Applicable
Percentage	 	 	Currency Commitment	 	  	Jurisdiction Commitment	  	TMK
Qualified	 	  	Non-
Qualified
Japan
Lender2
	  	  	 	Dollars	  	Sterling	  	Yen	 	  	Japan	 	  	U.S.	  	  
	  	  	 	Yes	 	  	No	  	Yes	 	  	No	  	Yes	 	  	No	 	  	Yes	  	No	 	  	Yes	 	  	No	  	Yes	  	No	 	  	Yes	 	  	No
	 Morgan Stanley Bank, N.A.
	  	 	10,000,000.00	  	  	 	1.673836265	% 	 	 	X	  	  		  	 	X	  	  		  	 	X	  	  				  		  	 	X	  	  	 	X	  	  		  		  	 	X	  	  	 	X	  	  	
	 Morgan Stanley Senior Funding, Inc.
	  	 	51,254,750.00	  	  	 	8.579205932	% 	 	 	X	  	  		  	 	X	  	  		  	 	X	  	  				  		  	 	X	  	  	 	X	  	  		  		  	 	X	  	  	 	X	  	  	
	 Regions Bank
	  	 	17,721,500.00	  	  	 	2.966288938	% 	 	 	X	  	  		  	 	X	  	  		  				  	 	X	  	  		  	 	X	  	  	 	X	  	  		  		  	 	X	  	  	 	X	  	  	
	 Scotiabank Europe plc
	  	 	18,923,926.83	  	  	 	3.167555501	% 	 	 	X	  	  		  	 	X	  	  		  				  	 	X	  	  		  	 	X	  	  	 	X	  	  		  		  	 	X	  	  	 	X	  	  	
	 Union Bank, N.A./BOTM
	  	 	18,923,926.83	  	  	 	3.167555501	% 	 	 	X	  	  		  	 	X	  	  		  	 	X	  	  				  		  	 	X	  	  	 	X	  	  		  		  	 	X	  	  	 	X	  	  	
	 Wells Fargo Bank, N.A.
	  	 	54,673,134.15	  	  	 	9.151387468	% 	 	 	X	  	  		  	 	X	  	  		  	 	X	  	  				  		  	 	X	  	  	 	X	  	  		  		  	 	X	  	  	 	X	  	  	
		  	  
	  
	 	  	  
	  
	 	 				  		  				  		  				  				  		  				  				  		  		  				  				  	
	 Total
	  	€	597,430,000.00	  	  	 	100.000000000	% 	 				  		  				  		  				  				  		  				  				  		  		  				  				  	
		  	  
	  
	 	  	  
	  
	 	 				  		  				  		  				  				  		  				  				  		  		  				  				  	


  

					
		 	4	 	Schedule 2.1









 SCHEDULE 4 

BORROWERS 
  

															
	 Entity
	  	US
Tranche	  	Euro
Tranche	  	Yen
Tranche	  	Jurisdiction	  	Parent and % of Ownership	 	FEIN	  	Address
	 Prologis, L.P.
	  	x	  	x	  	x	  	DE LP	  	Prologis, Inc.:
 99.59%3
	 	*	  	Pier 1, Bay 1,
 San Francisco, CA 94111

	 AMB Canada Investments, LLC
	  	x	  	x	  	x	  	DE LLC	  	Prologis, L.P.:
 100%
	 	*	  	Pier 1, Bay 1,
 San Francisco, CA 94111

	 Prologis
	  	x	  	x	  	x	  	MD REIT	  	Upper Pumpkin LLC
100%	 	*	  	4545 Airport Way,
Denver, CO 80239
	 PLD International Finance LLC
	  	x	  	x	  	x	  	DE LLC	  	PLD International
Holding LLC: 90%
PLSI: 10%	 	*	  	4545 Airport Way,
Denver, CO 80239
	 ProLogis Logistics Services Incorporated (“PLSI”)
	  	x	  	x	  	x	  	DE Corporation	  	PLD-TRS Holding LLC4:

100%
	 	*	  	4545 Airport Way,
Denver, CO 80239
	 ProLogis Finance LLC
	  	x	  	x	  	x	  	DE LLC	  	PLD International
Finance LLC5: 100%	 	*	  	4545 Airport Way,
Denver, CO 80239
	 Palmtree Acquisition Corporation
	  	x	  	x	  	x	  	DE Corporation	  	(a) Prologis: 80% &

(b) ProLogis Fraser, L.P.6:
20%
	 	*	  	4545 Airport Way,
Denver, CO 80239
	 PLD Canadian Funding US LLC
	  	x	  	x	  	x	  	DE LLC	  	PLD International
Finance LLC: 100%	 	*	  	4545 Airport Way,
Denver, CO 80239

  

	3 	This percentage fluctuates. 


	4 	(a) 49.457% held by Prologis and (b) 50.543% by PAC Operating Limited Partnership, whose general partner is Palmtree Acquisition Corporation, which is held 80% by Prologis and 20% by ProLogis Fraser, L.P. (see
note 5) 


	5 	(a) 10% held by PLSI and (b) 90% by PLD International Holding LLC, which is held 100% by Prologis. 


	6 	(a) 92.269% by Prologis and (b) .932% by ProLogis Fraser GP LLC, which is held 100% by Prologis. 


	* 	Intentionally deleted. 


  

					
		 	1	 	Schedule 4










															
	 Prologis Europe Finance B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid), having its
official seat (statutaire zetel) in Amsterdam, registered with the Dutch trade register under number 34120262
	  	x	  	x	  	x	  	Dutch BV	  	PLD International
Holding LLC: 100%	 	*	  	Schiphol Boulevard 115,
Tower F, 6th Floor, 1118
BG Schiphol, Netherlands
	 Prologis Europe Finance II B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid), having its
official seat (statutaire zetel) in Amsterdam, registered with the Dutch trade register under number 34237496
	  	x	  	x	  	x	  	Dutch BV	  	PLD International
Finance LLC: 100%	 	*	  	Schiphol Boulevard 115,
Tower F, 6th Floor, 1118
BG Schiphol, Netherlands
	 ProLogis UK Funding II B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid), having its
official seat (statutaire zetel) in Amsterdam, registered with the Dutch trade register under number 34212164
	  	x	  	x	  	x	  	Dutch BV	  	Prologis Europe Finance
B.V.: 100%	 	*	  	Schiphol Boulevard 115,
Tower F, 6th Floor, 1118
BG Schiphol, Netherlands
	 ProLogis UK Funding III B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid), having its
official seat (statutaire zetel) in Amsterdam, registered with the Dutch trade register under number 34278372
	  	x	  	x	  	x	  	Dutch BV	  	Prologis Europe Finance
II B.V.: 100%	 	*	  	Schiphol Boulevard 115,
Tower F, 6th Floor, 1118
BG Schiphol, Netherlands
	 Prologis Japan Finance YK
	  	x	  	x	  	x	  	Japanese Yugen
Kaisha	  	Narashino Four Pte. Ltd.7:
100%	 	*	  	Pier 1, Bay 1,
 San Francisco, CA 94111



 

	7 	100% held by PLD JPN SG Holding Pte. Ltd, which is owned 100% by Prologis Japan SG Holding BV, which is 100% owned by Prologis Germany CXCIV BV, which is 100% owned by Prologis Japan LLC, which is 100% owned by ABM
Asia, LLC, which is owned 100% by Prologis, L.P. 


	* 	Intentionally deleted. 


	


  

					
		 	2	 	Schedule 4










																					
	 ProLogis Tokyo Finance Investment Limited Partnership
	  	x	  	x	  	x	  	 	Japanese LP	 	  	ProLogis Tokyo Finance
LLC8, as general partner,
& ProLogis Tokyo
Finance II
LLC9, as
 limited partner:100%
	 	 	*	  	  	 
 	4545 Airport Way,
Denver, CO 80239	  
  
	 Prologis Marunouchi Finance Investment Limited Partnership
	  	 ̈	  	 ̈	  	x	  	 	Japanese LP	  	  	Prologis LPS Finance
Y.K.,10 as general partner,
 & Prologis
PropertyJapan, Inc.,11 as limited
partner:

100%
	 	 	*	  	  	 
  
	Pier 1, Bay 1,
 San Francisco, CA 94111
	  
   


  

	8 	100% held by PLD International Finance LLC. 


	9 	100% held by PLD International Finance LLC. 


	10 	100% held by ProLogis Logistics Services Incorporated. 


	11 	100% held by ProLogis Logistics Services Incorporated. 


	* 	Intentionally deleted. 


	


  

					
		 	3	 	Schedule 4