exv10w2



 






Exhibit 10.2




AMENDED AND RESTATED SECURITY AGENCY AGREEMENT




among




BANK OF AMERICA, N.A.,

as Global Administrative Agent

under the Global Senior Credit Agreement referred to herein,




Certain other Creditors of ProLogis




and




BANK OF AMERICA, N.A.,

as Collateral Agent




Dated as of October 6, 2005




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	SECTION 1. DEFINITIONS AND INTERPRETATION
	 	 	2	 
	SECTION 2. APPOINTMENT OF COLLATERAL AGENT
	 	 	12	 
	SECTION 3. DECISIONS RELATING TO ADMINISTRATION AND EXERCISE OF REMEDIES
VESTED IN THE MAJORITY CREDIT PARTIES; RESCISSION OF TRIGGER DATE
	 	 	12	 
	SECTION 4. APPLICATION OF PROCEEDS
	 	 	14	 
	SECTION 5. SHARING AND EQUALIZATION OF RECOVERIES
	 	 	17	 
	SECTION 6. EQUALIZATION CONSIDERATIONS
	 	 	19	 
	SECTION 7. INFORMATION
	 	 	20	 
	SECTION 8. OTHER DS DEBT; ADDITIONAL VOTING CREDIT PARTIES
	 	 	21	 
	SECTION 9. DISCLAIMERS, INDEMNITY, ETC
	 	 	22	 
	SECTION 10. INVALIDATED PAYMENTS
	 	 	26	 
	SECTION 11. MISCELLANEOUS
	 	 	26	 
	 
	 	 	 	 
	Schedule 1 Prior Credit Agreements
	 	 	 	 
	Schedule 2 Existing Other Designated Senior Debt
	 	 	 	 
	Schedule 3 Security Documents
	 	 	 	 
	Exhibit A Notice of Designated Senior Debt
	 	 	 	 
	Exhibit B Form of Acknowledgment
	 	 	 	 
	Exhibit C Form of Noteholder Notice
	 	 	 	 






 









 





AMENDED AND RESTATED SECURITY AGENCY AGREEMENT




     THIS AMENDED AND RESTATED SECURITY AGENCY AGREEMENT (this “Agreement”) dated as of October 6,
2005 is among BANK OF AMERICA, N.A. (“Bank of America”), as Global Administrative Agent (as defined
below) on behalf of the Global Lenders (as defined below), certain other creditors (or the
representatives of such creditors) of ProLogis, a Maryland real estate investment trust
(“ProLogis”), and Bank of America, as Collateral Agent (as defined below).



R E C I T A L S




     WHEREAS, ProLogis, various affiliates thereof and various financial institutions previously
entered into the Credit Agreements described on Schedule 1 (each a “Prior Credit Agreement”);



     WHEREAS, in connection with the Prior Credit Agreements, Collateral Agent entered into a
Security Agency Agreement (the “Original Agreement”) dated as of August 8, 2003 among Collateral
Agent and representatives of certain other creditors of ProLogis in order to secure the Prior
Credit Agreements and other “Designated Senior Debt” (as defined therein);



     WHEREAS, pursuant to the Original Agreement, the parties appointed Bank of America as
collateral agent (in such capacity, “Collateral Agent”) to act on behalf of all Credit Parties (as
defined below) regarding the Collateral (as defined below);



     WHEREAS, concurrently herewith, the Prior Credit Agreements are being refinanced by the Global
Senior Credit Agreement dated as of the date hereof (the “Global Credit Agreement”) among ProLogis,
the Affiliate Borrowers referred to therein (ProLogis and such Affiliate Borrowers, collectively
“Borrowers”), Bank of America, as Global Administrative Agent (in such capacity, “Global
Administrative Agent”), and the other agents, letter of credit issuers and lenders from time to
time party thereto (Global Administrative Agent and such other agents, letter of credit issuers and
lenders, “Global Lenders”);



     WHEREAS, pursuant to an Unconditional Parent Guaranty Agreement dated as of the date hereof
(the “ProLogis Global Guaranty”), ProLogis has guaranteed all obligations of the other Borrowers
under or in connection with the Global Credit Agreement, and pursuant to one or more other
guaranties (together with the ProLogis Global Guaranty, the “ProLogis Guaranties”), ProLogis may
guarantee certain other obligations of various of its subsidiaries and affiliates;



     WHEREAS, pursuant to various guaranty agreements (each an “Affiliate Guaranty”), various
subsidiaries and affiliates of ProLogis have guaranteed, and may from time to time hereafter
guarantee, obligations of ProLogis and certain other Borrowers under or in connection with (i) the
Global Credit Agreement; (ii) one or more ProLogis Guaranties; and (iii) certain other Designated
Senior Debt (as defined below);



     WHEREAS, pursuant to one or more pledge agreements, ProLogis and certain of its subsidiaries
have pledged, and may from time to time hereafter pledge, intercompany notes and other indebtedness
to Collateral Agent to secure the Credit Obligations (as defined below);



     WHEREAS, ProLogis and the parties hereto have agreed that the indebtedness evidenced by the
Global Credit Agreement and all other existing and future Designated Senior Debt shall, to the
extent



Amended and Restated Security Agency Agreement




 









 




possible (and subject to the terms and provisions hereof), receive ratable payments and other
recoveries in the event of the bankruptcy of ProLogis or certain other events specified herein; and




     WHEREAS, the parties hereto desire to amend and restate the Original Agreement in the form of
this Agreement, and such amendment and restatement has been consented to by all necessary parties;



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



SECTION 1. DEFINITIONS AND INTERPRETATION.




     (a) As used in this Agreement, (i) the terms “Affiliate Borrower”, “Business Day”, “Dollar
Equivalent”, “Dutch Borrower”, “Exemption Regulation”, “Foreign Currency Equivalent”, “Funding
Agent”, “Loan Documents”, “Overnight Rate”, “Person”, “Pledge Agreements”, “PMP”, “Same Day Funds”,
“Subsidiary” and “Tranche” have the respective meanings set forth in the Global Credit Agreement;
and (ii) the following terms have the respective meanings indicated below:



     “Affiliate”, as applied to any Person, means any other Person that directly or indirectly
controls, or is controlled by, or is under common control with, such Person. For the purposes of
this definition, “control,” “controlled by,” and “under common control with” mean possession,
directly or indirectly, of power to direct (or cause the direction of) management or policies
(whether through the ownership of voting securities or other ownership interests, by contract, or
otherwise).



     “Affiliate Guaranty” is defined in the recitals.



     “Aggregate Recovery Percentage” means for all Sharing Parties as of any date of determination,
a percentage equal to 100% minus the quotient, expressed as a percentage, of (a) the
remainder, as of such date, of the aggregate outstanding amount of all Shared Credit Obligations
minus the aggregate amount of Reserved LC Collateral divided by (b) the sum of the
aggregate amount of all Trigger Date Credit Obligations of all Sharing Parties plus all
Post-Trigger-Date Accruals on all Shared Credit Obligations.



     “Agreement” is defined in the introductory paragraph.



     “Bank of America” is defined in the introductory paragraph.



     “Bankruptcy Proceeding” means, with respect to any Person, a general assignment by such Person
for the benefit of its creditors, or the institution by or against such Person of any proceeding
seeking relief as debtor, or seeking to adjudicate such Person as bankrupt or insolvent, or seeking
reorganization, arrangement, adjustment or composition of such Person or its debts under any law
relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of
a receiver, trustee, custodian or other similar official for such Person or for any substantial
part of its property.



     “Borrowers” is defined in the recitals.



     “Code” means the Uniform Commercial Code as in effect from time to time in the State of New
York.



     “Collateral” means, with respect to any Obligor, all property of such Obligor in which a Lien
has been created under the Security Documents.



     “Collateral Agent” is defined in the recitals.



2                Amended and Restated Security Agency Agreement




 









 





     “Credit Obligations” means, collectively, (a) the Global Credit Agreement Obligations, the
Hedging Obligations and the Other DSD Obligations and (b) all other amounts payable by any Obligor
under this Agreement or any other Financing Agreement (including the reasonable fees and reasonable
expenses of Collateral Agent in its capacity as such); and, when used with respect to any Obligor,
such term means all Credit Obligations (as defined above) for which such Obligor has liability,
directly or indirectly.



     “Credit Parties” means the holders, from time to time, of the Credit Obligations.



     “Designated Senior Debt” means all indebtedness arising under, pursuant to or in connection
with the Loan Documents and the Other DSD Agreements.



     “Direct Obligation” means, with respect to any Obligor, any Credit Obligation of such Obligor
in the capacity as the borrower of a loan or the issuer of a note, bond or similar evidence of
debt, as account party with respect to a Letter of Credit, as the counterparty under a Hedging
Agreement or otherwise as the primary obligor (and not a guarantor or third-party pledgor) on such
Credit Obligation.



     “Directing Party” means, with respect to any particular instruction given to Collateral Agent,
each Voting Credit Party that has given, or voted to give, such instruction to Collateral Agent.



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



     “Enforcement” means demand upon any Guaranty and/or foreclosure (including judicial or
non-judicial foreclosure) or similar proceedings with respect to the Collateral or any other action
to obtain payments under any Guaranty or to realize upon any Collateral.



     “Equalization Date” means each of the following: (a) each anniversary of the Trigger Date (or
if any such day is not a Business Day, the immediately following Business Day) that occurs prior to
the Final Distribution Date; (b) any other Business Day designated by the Majority Credit Parties
upon not less than thirty (30) Business Days’ prior written notice to Collateral Agent; and (c) any
other Business Day designated by Collateral Agent pursuant to Section 10(b).



     “Equalization Considerations” means the sources and application of all Recoveries, the
application of Recoveries from Obligors that have Shared Credit Obligations under multiple
Financing Agreements and/or multiple Tranches of the Global Credit Agreement, the cost of currency
conversions, the effect on the Sharing Parties of withholding and other taxes, any legal or
regulatory restrictions on the ability of a Sharing Party to hold Credit Obligations of a
particular Obligor, the possibility of any Recovery being rescinded or otherwise being required to
be returned (and the difficulty of obtaining funds from a Sharing Party or group of Sharing Parties
in the event of such rescission or return), legal and other restrictions or risks related to
purchasing or selling publicly-traded securities and such other considerations as the Majority
Credit Parties deem relevant and appropriate in determining allocations of Recoveries so that on
the Final Distribution Date each Sharing Party will have a Recovery Percentage that is, as nearly
as possible, equal to the Aggregate Recovery Percentage.



     “Event of Default” means an “Event of Default” or “Default” as defined in any Financing
Agreement (or any similar term describing an event or circumstance that permits the holder or
holders of the applicable Credit Obligation to accelerate the maturity thereof (it being understood
that any required notice shall have been given and any applicable grace period shall have
elapsed)).



3                Amended and Restated Security Agency Agreement




 









 





     “Final Aggregate Recovery Percentage” means for all Sharing Parties as of the Final
Distribution Date after giving effect to the application of Reserved LC Collateral on such date, a
percentage equal to 100% minus the quotient, expressed as a percentage, of (a) the
aggregate outstanding amount of all Shared Credit Obligations as of the Final Distribution Date
divided by (b) the sum of the aggregate outstanding amount of all Trigger Date Credit
Obligations of all Sharing Parties plus all Post-Trigger-Date Accruals on all Shared Credit
Obligations.



     “Final Distribution Date” means the earlier of (a) the date, on or after the date on which
ProLogis becomes subject to any Bankruptcy Proceeding, on which such Bankruptcy Proceeding is
completed (i.e., the plan of reorganization has been confirmed and the payments, Obligor
Securities and other consideration to be distributed among the Credit Parties pursuant to the plan
of reorganization have been distributed; or, if a Bankruptcy Proceeding results in the liquidation
of ProLogis, all proceeds of such liquidation have been distributed among the creditors of
ProLogis); or (b) the date on which all Letters of Credit have expired or terminated, all
commitments to create Credit Obligations have terminated and either (i) the Majority Credit Parties
have reasonably determined that no further Recoveries are expected to be received for application
to the Credit Obligations and all claims against any Credit Party in, or relating to, such
Bankruptcy Proceeding have been finally resolved (subject to no further rights of appeal) or (ii)
all Credit Obligations have been indefeasibly paid in full. The Final Distribution Date may be
delayed, by reasonable determination of the Majority Credit Parties or (so long as the Majority
Credit Parties have not directed otherwise in writing) Collateral Agent in order to permit (x) the
conversion to cash of non-cash Recoveries (other than Obligor Securities), as contemplated by
Section 4(a)(iv), or (y) the calculation of Recovery Percentages (provided that any delay
of the Final Distribution Date pursuant to this clause (y) shall not exceed 90 days);
provided that Collateral Agent shall notify each Credit Party of the Final Distribution
Date not later than five (5) Business Days prior thereto.



     “Final Recovery Percentage” means, with respect to any Sharing Party as of the Final
Distribution Date, a percentage equal to 100% minus the quotient, expressed as a
percentage, of (a) the amount of all Shared Credit Obligations held by such Sharing Party as of
such date minus, if applicable, such Sharing Party’s Recovery Reduction Amount divided
by (b) the sum of the Trigger Date Credit Obligations held by such Sharing Party as of the date
of determination plus all Post-Trigger-Date Accruals on such Shared Credit Obligations.
For purposes of clause (a) of the preceding sentence, any Shared Credit Obligations in which a
Sharing Party has purchased a participation pursuant to Section 5 or 6 shall be deemed to be owed
to the Purchasing Credit Party and not the Selling Credit Party.



     “Financing Agreements” means this Agreement, the Global Credit Agreement, each Other DSD
Agreement, each Hedging Agreement, each Security Document, each Guaranty and any other instrument,
document or agreement entered into in connection with any Credit Obligation or Financing Agreement.



     “Global Administrative Agent” is defined in the recitals.



     “Global Credit Agreement” is defined in the recitals.



     “Global Credit Agreement Obligations” means all obligations of Borrowers (whether joint,
several or joint and several) under or in connection with the Loan Documents, including for
principal, interest, fees, reimbursement obligations under Letters of Credit, expenses and
indemnities.



     “Global Lenders” is defined in the recitals.



     “Guaranties” means, collectively, the ProLogis Guaranties and the Affiliate Guaranties.



4                Amended and Restated Security Agency Agreement




 









 





     “Hedging Agreement” means any agreement or arrangement designed to protect at least one of the
parties thereto from fluctuations in interest rates, exchange rates or forward rates applicable to
such party’s assets, liabilities or exchange transactions, including dollar-denominated or
cross-currency interest rate exchange agreements, forward currency exchange agreements, interest
rate cap, swap or collar protection agreements, forward rate currency or interest rate options and
any cancellation, buyback, reversal, termination or assignment of the foregoing.



     “Hedging Exposure” means, on any date of determination with respect to any Hedging Agreement
with a Swap Party, the amount, as calculated in good faith and in a commercially reasonable manner
by such Swap Party, that such Swap Party would pay to a third party (such amount being expressed as
a negative number) or receive from a third party (such amount being expressed as a positive number)
in an arm’s length transaction as consideration for such third party’s entering into a new
transaction with such Swap Party in which: (a) such Swap Party holds the same position under such
Hedging Agreement as it currently holds; (b) the third party holds the same position as such
Obligor currently holds; and (c) the new transaction has economic and other terms and conditions
identical in all respects to such Hedging Agreement except that (i) the date of calculation shall
be deemed to be the date of commencement of the new transaction and (ii) all period end dates shall
correspond to all period end dates, if any, set forth in such Hedging Agreement.



     “Hedging Obligations” means, with respect to any Obligor at any time, the amount of such
Obligor’s obligations (including early termination payments) then due and payable under any Hedging
Agreement with a Swap Party and all accrued interest and fees with respect thereto, after giving
effect to any netting of payments to which such Obligor is entitled with respect to any other
Hedging Agreement with such Swap Party.



     “Indirect Obligation” means, with respect to any Obligor, any Credit Obligation of such
Obligor that is not a Direct Obligation of such Obligor.



     “Interim Recovery Cap” means, with respect to any Sharing Noteholder at any time, the result
of (a) the aggregate amount of Recoveries that such Noteholder would have received on or after the
Trigger Date in the absence of the sharing provisions of this Agreement (i.e., assuming that such
Noteholder were entitled to a ratable share, according to the percentage which the principal amount
of its Credit Obligations is of the principal amount of all Credit Obligations, of all payments by
ProLogis applied to Credit Obligations and of all Proceeds of Pledged Collateral) minus (b)
such Noteholder’s Recovery Reduction Amount plus (c) the aggregate amount of Recoveries
applied to the Shared Credit Obligations of such Noteholder on any Equalization Date that are in
excess of the remainder of clause (a) above minus clause (b) above on such Equalization
Date minus (d) the amount (which shall not exceed the aggregate amount of Recoveries
applied to the Shared Credit Obligations of such Noteholder pursuant to clause (c) above) that the
Majority Credit Parties from time to time determine (as evidenced by written notice to Collateral
Agent and ProLogis) is necessary or appropriate to ensure that, after giving effect to all payments
and distributions on the Final Distribution Date, such Noteholder will not have a Recovery
Percentage greater than the Aggregate Recovery Percentage.



     “Letter of Credit” means any letter of credit, bank guaranty, bank bond or similar instrument
issued by a Global Lender or an Affiliate thereof pursuant to a Financing Agreement.



     “Lien” means any lien, mortgage, security interest, pledge, assignment, charge, title
retention agreement or encumbrance of any kind and any other substantially similar arrangement for
a creditor’s claim to be satisfied from assets or proceeds prior to the claims of other creditors.



5                Amended and Restated Security Agency Agreement




 









 





     “Majority Credit Parties” means Voting Credit Parties representing more than fifty percent
(50%) of the aggregate amount of the Voting Obligations.



     “Material Credit Obligations” means Credit Obligations in an aggregate principal amount of
more than $50,000,000 (or the equivalent thereof in any other currency).



     “Non-Directing Party” means, with respect to any particular instruction given to Collateral
Agent, each Party (and each Credit Party represented by such Party) that has not given or agreed
with such instruction.



     “Non-Sharing Party” means any Credit Party that holds Credit Obligations that are not Shared
Credit Obligations (in its capacity as holder of such Credit Obligations).



     “Noteholder” means the holders of (a) debt securities issued under the Financing Agreements
designated as “Note Agreements” on Schedule 2 and (b) any other publicly-traded debt securities
issued by ProLogis or an Affiliate thereof that have been designated by ProLogis as Other DS Debt,
in each case in their capacities as holders of such securities and not in any other capacity.



     “Notice of Designated Senior Debt” means a notice to Collateral Agent substantially in the
form of Exhibit A.



     “Obligor” means (without duplication) each of (a) ProLogis, (b) each Borrower and (c) each
other Affiliate of ProLogis that is obligated to pay any of the Credit Obligations or has granted a
Lien in any property to Collateral Agent pursuant to any Security Document.



     “Obligor
Securities” means debt or equity securities (including debt instruments issued
pursuant to a plan of reorganization in a Bankruptcy Proceeding, even if such instruments do not
constitute “securities” under applicable securities laws) issued by any Obligor to any of its
creditors in lieu of cash payments on, or in full or partial satisfaction of, such Obligor’s
obligations to such creditors.



     “Opinion of Counsel” means, with respect to any Person, a written opinion of an attorney or
firm of attorneys, which may be outside counsel engaged or retained by such Person or internal
counsel in the employ of such Person, a copy of which opinion is furnished to the Parties.



     “Original Agreement” is defined in the recitals.



     “Other DS Debt” means (a) indebtedness arising under any Other DSD Agreement listed on
Schedule 2 and (b) any other indebtedness that ProLogis designates as Designated Senior Debt
pursuant to Section 8(a).



     “Other DSD Agreement” means (a) each indenture or other agreement listed on Schedule 2 and (b)
each other indenture or other agreement that gives rise to, or evidences, Other DS Debt, in each
case subject to Section 8(e).



     “Other DSD Obligations” means all outstanding and unpaid obligations of every nature of any
Obligor arising under any Other DSD Agreement.



     “Party” means Collateral Agent, Global Administrative Agent and any other Person that becomes
a party hereto pursuant to Section 8(b).



     “Pledged Collateral” means all Collateral granted under the Pledge Agreements.



6                Amended and Restated Security Agency Agreement




 









 





     “Post-Trigger-Date Accruals” means, with respect to any Credit Obligations, all interest,
facility fees, letter of credit fees, commitment fees and similar fees that have accrued on such
Credit Obligations during the period from the Trigger Date to the date on (or as of) which any
calculation is being made (regardless of whether such interest and fees constitute allowed claims
in any Bankruptcy Proceeding).



     “Prior Credit Agreement” is defined in the recitals.



     “Proceeds” means “proceeds” as defined in Article 9 of the Code and, in any event, includes
(a) any proceeds of any collection, sale or other disposition of any Collateral, (b) any amount
from time to time paid or payable under or in connection with any Collateral and (c) any amount
collected in respect of Credit Obligations by any Credit Party by way of set-off, deduction or
counterclaim.



     “ProLogis” is defined in the introductory paragraph.



     “ProLogis Guaranties” is defined in the recitals.



     “Purchasing Credit Party” means, as of any Equalization Date and as of the Final Distribution
Date, a Sharing Party that has a Recovery Percentage or Final Recovery Percentage, as applicable,
as of such date that exceeds the Aggregate Recovery Percentage or Final Aggregate Recovery
Percentage, as applicable, as of such date; provided that except for Ratifying Noteholders,
no Noteholder (in its capacity as such) or Representative thereof shall be a Purchasing Credit
Party.



     “Ratifying Noteholder” is defined in Section 8(f).



     “Recovery” means, without duplication, (a) any payment by a Borrower under the Global Credit
Agreement; (b) any payment by a borrower, account party or similar direct obligor under any Other
DSD Agreement; (c) any payment by ProLogis under a ProLogis Guaranty; (d) any payment by any
guarantor under an Affiliate Guaranty; and (e) any Proceeds; provided that “Recovery” shall
not include any amount paid, or otherwise recovered, in respect of the Direct Obligations of any
Affiliate Borrower that is not a Subsidiary of ProLogis. “Recovery” includes the receipt of
consideration, in full or partial satisfaction of Credit Obligations, in the form of Obligor
Securities and other non-cash consideration; provided that (i) pursuant to Section
4(a)(iv), all non-cash Recoveries (other than Obligor Securities) shall be converted to cash by
Collateral Agent and the amount of Recoveries associated therewith shall be the amount of cash
received by Collateral Agent therefor; and (ii) the value of Obligor Securities shall be the fair
market value thereof, as provided in (or determined by reference to) the plan of reorganization in
the applicable Bankruptcy Proceeding or, in the absence of a valuation in (or determined by
reference to) any such plan, by the Majority Credit Parties.



     “Recovery Currency” means, with respect to any Recovery, the currency in which such Recovery
is received by Collateral Agent or the applicable Credit Party; provided that the currency
of Recoveries in the form of Obligor Securities issued by ProLogis in the form of equity shall be
deemed to be Dollars and the currency of other Recoveries in the form of any other Obligor Security
shall be deemed to be the currency in which such Obligor Security is denominated.



     “Recovery Percentage” means, with respect to any Sharing Party as of any date of
determination, a percentage equal to 100% minus the quotient, expressed as a percentage, of
(a) the amount of all Shared Credit Obligations held by such Sharing Party as of such date
minus, if applicable, such Sharing Party’s Recovery Reduction Amount minus, if
applicable, the aggregate amount of Reserved LC Collateral allocated to Shared Credit Obligations
held by such Sharing Party divided by (b) the sum of the Trigger Date Credit Obligations
held by such Sharing Party as of the date of determination plus all Post-Trigger-



7                Amended and Restated Security Agency Agreement




 









 





Date Accruals on such Shared Credit Obligations. For purposes of clause (a) of the preceding
sentence, any Shared Credit Obligations in which a Sharing Party has purchased a participation
pursuant to Section 5 or 6 shall be deemed to be owed to the Purchasing Credit Party and not the
Selling Credit Party.




     “Recovery Reduction Amount” means, with respect to any Noteholder that is a Sharing Party at
any time, the remainder (but not less than zero) of (a) the aggregate amount by which the
Recoveries of such Noteholder have been reduced as the result of all applicable Recovery Reduction
Events less (b) the aggregate amount by which the Recoveries of the other Sharing Parties have been
increased as the result of the decrease in such Noteholder’s Recoveries resulting from such
Recovery Reduction Events, in each case as estimated in good faith by Collateral Agent (or, at
Collateral Agent’s request, the Majority Credit Parties). If any Shared Credit Obligations are
transferred by a Noteholder, then a ratable portion of such Noteholder’s Recovery Reduction Amount
(whether absolute or contingent) shall be deemed to have been transferred with such Shared Credit
Obligations (regardless of any separate agreement between the transferor and transferee of such
Shared Credit Obligations).



     “Recovery Reduction Event” means, with respect to any Noteholder, any failure of such
Noteholder (or its Representative) to file a proof of claim or other required document in any
Bankruptcy Proceeding, any failure of such Noteholder (or its Representative) to comply with any
applicable Financing Document, any action or inaction by such Noteholder (or its Representative)
that constitutes negligence or misconduct, or any other event or circumstance similar to the
foregoing that, in each case referred to above, results in the Recoveries of such Noteholder with
respect to its Shared Credit Obligations being reduced (either directly or as a result of offset,
counterclaim or defense).



     “Recovery Shortfall” means, with respect to any Sharing Party at any time, the amount (if any)
that would be required to be paid to such Sharing Party to cause such Sharing Party’s Recovery
Percentage to be equal to the highest Recovery Percentage of any Sharing Party at such time.



     “Repayment Event” is defined in Section 10.



     “Representative” means (a) with respect to Credit Obligations arising under the Indenture
referred to in item (1) on Schedule 2, the trustee named in such item (1) and any successor thereto
as trustee under such Indenture; (b) with respect to Credit Obligations arising under the Trust
Deed referred to in item (3) on Schedule 2, the trustee named in such item (3) and any successor
thereto as trustee under such Trust Deed; and (c) with respect to any other Credit Obligations, the
agent, trustee or other representative for the holders of such Credit Obligations; provided that if
there is no such agent, trustee or other representative for any holder of such other Credit
Obligations, then “Representative” shall mean such holder.



     “Reserved LC Collateral” is defined in Section 4(a).



     “Security Documents” means each document listed or referred to on Schedule 3 and such other
documents that may be designated as Security Documents by ProLogis from time to time by notice to
Collateral Agent.



     “Selling Credit Party” means, as of any Equalization Date and as of the Final Distribution
Date, a Sharing Party that holds Shared Credit Obligations (either directly or through
participations) as of such date and has a Recovery Percentage or Final Recovery Percentage, as
applicable, as of such date that is less than the Aggregate Recovery Percentage or Final Aggregate
Recovery Percentage, as applicable, as of such date; provided that except for Ratifying
Noteholders, no Noteholder (in its capacity as such) or Representative thereof shall be a Selling
Credit Party.



8                Amended and Restated Security Agency Agreement




 









 





     “Shared Credit Obligations” means all Credit Obligations other than Credit Obligations of
Noteholders with respect to which the relevant Representative failed to deliver to Collateral Agent
an executed Acknowledgment in the form of Attachment 1 to Exhibit C within the time period required
by Section 8(c).



     “Sharing Noteholder” means a Noteholder that is a Sharing Party.



     “Sharing Party” means any Credit Party other than a Non-Sharing Party.



     “Shortfall Application” means, with respect to any of clauses THIRD, FOURTH, SEVENTH and
EIGHTH of Section 4(a), the application by Collateral Agent of Recoveries from an Obligor to the
payment of the Shared Credit Obligations of such Obligor under the applicable clause (the “Subject
Obligations”) in the following order: first to the applicable Sharing Party that has the
lowest Recovery Percentage (or, if more than one applicable Sharing Party has the lowest Recovery
Percentage, to all such Sharing Parties ratably according to the amounts of the Subject Obligations
owing by such Obligor to such Sharing Parties) in an amount (which for any Sharing Party shall not
exceed the Subject Obligations owing by such Obligor to such Sharing Party) sufficient to eliminate
the difference between the lowest Recovery Percentage and the second lowest Recovery Percentage,
then to the Subject Obligations of such Obligor that are due and owing to the applicable
Sharing Parties that (after giving effect to all prior payments made pursuant to the applicable
clause) have the lowest Recovery Percentage (ratably according to the amounts of their respective
Subject Obligations owing by such Obligor) in an amount (which for any Sharing Party shall not
exceed the Subject Obligations owing by such Obligor to such Sharing Party) sufficient to eliminate
the difference between such Recovery Percentage and the next lowest Recovery Percentage,
successively until all applicable Sharing Parties have the same Recovery Percentage.



     “Spot Rate” means, with respect to any currency other than Dollars, the rate determined by
Collateral Agent to be the rate quoted by Collateral Agent as the spot rate for the purchase by
Collateral Agent of such currency with Dollars through its principal foreign exchange trading
office at approximately 11:00 a.m. on the date three (3) Business Days prior to the date on which
the foreign exchange computation is made; provided that if Collateral Agent does not have
as of the date of determination a spot buying rate for any such currency, then Collateral Agent may
obtain such spot rate from another financial institution reasonably designated by Collateral Agent.
Notwithstanding the foregoing, Collateral Agent may elect (at any time and from time to time) to
determine currency exchange rates based upon quotations from any recognized service (such as
Bloomberg or Reuters) and, in such case, the Spot Rate shall be the rate published by such service
at the time and on the date on which foreign exchange computations for the relevant currency and in
the relevant market customarily are made.



     “Swap
Party” means a Person that is (or at the time that it entered into the applicable
Hedging Agreement with an Obligor was) a Global Lender or an Affiliate of a Global Lender.



     “Trigger Date” means the earliest to occur of (a) the date on which the “Obligations” under
and as defined in the Global Credit Agreement, or any other Material Credit Obligations, have been
accelerated; (b) ten (10) Business Days after the date on which any principal of the “Obligations”
under and as defined in the Global Credit Agreement, or of any other Material Credit Obligations,
becomes due and payable in accordance with the terms thereof (but only if the same remain
outstanding on such date); or (c) the date on which an Event of Default described in Section 14.1.6
of the Global Credit Agreement occurs; provided that the Trigger Date shall not occur as a
result of such an Event of Default if such Event of Default pertains to an Obligor other than
ProLogis and, within ten (10) Business Days of the occurrence of such Event of Default, Required
Lenders under and as defined in the Global Credit



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Agreement notify ProLogis that such Event of Default does not result in the occurrence of the
Trigger Date.




     “Trigger Date Credit Obligations” means, with respect to any Sharing Party (regardless of
whether such Person was a Sharing Party or a Credit Party on the Trigger Date), the aggregate
amount of all Shared Credit Obligations (if any) owed to such Sharing Party as of the Trigger Date
(including in such amount any Recovery received prior to the Trigger Date that is rescinded or
otherwise required to be returned after the Trigger Date), as such amount may be deemed to be
increased or decreased pursuant to Section 1(g).



     “Voting Credit Party” means (a) each Global Lender, in each case in its capacity as a “Lender”
under the Global Credit Agreement (and not in its capacity as a party to any Hedging Agreement or,
except as provided in clause (b) of this definition, as the holder of any Other DS Debt), and (b)
each holder of Other DS Debt (other than (i) any Noteholder or any Representative thereof and (ii)
ProLogis or any Affiliate thereof) that has been designated by ProLogis as a Voting Credit Party
pursuant to Section 8(b).



     “Voting Obligations” means the Global Credit Agreement Obligations and any other Shared Credit
Obligations that have been designated by ProLogis as Voting Obligations pursuant to Section 8(b).
For purposes of determining the amount of Voting Obligations necessary for action to be taken by
the Majority Credit Parties, the amount of Voting Obligations shall be equal to (a) in the case of
any revolving credit facility, the aggregate amount of the commitments under such revolving credit
facility, provided that at any time that the Sharing Parties under such revolving credit
facility (or a portion of such Sharing Parties) have the right to terminate the commitments under
such revolving credit facility, then the amount of Voting Obligations under such revolving credit
facility shall be equal to the principal amount outstanding under such revolving credit facility
(including the undrawn amount of any Letter of Credit); and (b) in the case of any other credit
facility, the principal amount outstanding under such credit facility (including the undrawn amount
of any Letter of Credit).



     (b) The rules of interpretation set forth in Section 1.2 of the Global Credit Agreement shall
apply in interpreting this Agreement (including all Exhibits hereto) as if such rules were fully
set forth herein.



     (c) In order to calculate at any time the Aggregate Recovery Percentage, any Recovery
Percentage, the Final Aggregate Recovery Percentage, any Final Recovery Percentage and the Majority
Credit Parties, Credit Obligations denominated in currencies other than Dollars shall be converted
into the Dollar Equivalent amount using the then applicable Spot Rate.



     (d) Any amount delivered to the Representative of any holder or group of holders of Other DSD
Obligations hereunder shall conclusively be deemed to have been received by such holder or holders,
and the delivering Credit Party shall have no obligation to determine whether such amount is
properly applied by such Representative or any liability for any action or inaction by such
Representative.



     (e) For purposes of calculating the Recovery Percentage and the Final Recovery Percentage of
any Global Lender, the Aggregate Recovery Percentage and the Final Aggregate Recovery Percentage,
Credit Obligations shall not include Global Credit Agreement Obligations of any Affiliate Borrower
that is not a Subsidiary of ProLogis to the extent such Global Credit Agreement Obligations have
been paid or satisfied with Recoveries from such Affiliate Borrower.



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     (f) If a Purchasing Credit Party has paid any amount and/or made any transfer of Recoveries
pursuant to Section 5(d) for the benefit of a Sharing Noteholder (and not for the purchase of a
participation from such Sharing Noteholder), then (i) the relevant Shared Credit Obligations of
such Purchasing Credit Party shall be deemed to be increased as if such Purchasing Credit Party had
purchased from such Sharing Noteholder an absolute assignment of the relevant Shared Credit
Obligations (and all interest and other amounts payable with respect to such Shared Credit
Obligations after the date of such deemed purchase shall be for the account of such Purchasing
Credit Party) and (ii) the relevant Shared Credit Obligations of such Sharing Noteholder shall be
deemed to be decreased as if such Sharing Noteholder had sold the relevant Shared Credit
Obligations to such Purchasing Credit Party as of the date of such deemed purchase.



     (g) Any assignment or other transfer of Credit Obligations shall be an assignment or transfer
of an undivided percentage interest in the Direct Obligations of a particular Obligor in a
particular currency under a particular Financing Agreement (and, in the case of the Global Credit
Agreement and any other multi-tranche Financing Agreement, under a particular tranche), and,
concurrently with or promptly after any assignment or transfer made after the Trigger Date, the
assignor and assignee or transferor and transferee shall give Collateral Agent notice of the Direct
Obligor with respect to, and the currency of, the Credit Obligations so assigned and the Financing
Agreement (and, if applicable, the tranche) under which such Credit Obligations arose. For
purposes of determining the Recovery Percentage and the Final Recovery Percentage of any Sharing
Party that has transferred, or been the transferee of, any Shared Credit Obligations after the
Trigger Date, the Trigger Date Credit Obligations of a transferee shall be increased by a ratable
part (based on the relationship between the amount of the relevant Shared Credit Obligations
(determined in accordance with the preceding sentence) transferred and the amount of the relevant
Shared Credit Obligations held by the transferor immediately prior to the applicable transfer) of
the relevant Trigger Date Credit Obligations of the transferor, as the date of the applicable
transfer, and the relevant Trigger Date Credit Obligations of the transferor shall be reduced
correspondingly as of such date.



     (h) WHENEVER THE MAJORITY CREDIT PARTIES ARE GRANTED, AND EXERCISE, THE RIGHT TO MAKE A
DECISION OR DETERMINATION PURSUANT HERETO, SUCH DECISION OR DETERMINATION SHALL BE MADE IN THEIR
SOLE AND COMPLETE DISCRETION. THE VOTING CREDIT PARTIES SHALL HAVE NO OBLIGATION OR DUTY
(INCLUDING ANY IMPLIED OBLIGATION OF REASONABLENESS, GOOD FAITH OR FAIR DEALING) TO ANY NOTEHOLDER
EXCEPT THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, AND NO NOTEHOLDER SHALL HAVE, AND EACH
NOTEHOLDER EXPRESSLY (BY ACCEPTING THE BENEFITS OF THIS AGREEMENT OR OF ANY SECURITY DOCUMENT)
WAIVES AND DISCLAIMS, ANY CLAIM OR CAUSE OF ACTION BASED UPON ANY VOTE, DECISION OR DETERMINATION
(INCLUDING THE GIVING OR WITHHOLDING OF ANY CONSENT) MADE BY THE MAJORITY CREDIT PARTIES IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.



     (i) For the avoidance of doubt, a Person that holds different series of debt or debt arising
under more than one Financing Agreement may be (i) a Global Lender with respect to some Credit
Obligations, a Swap Party with respect to other Credit Obligations, a Noteholder with respect to
other Credit Obligations and the holder of Other DS Debt with respect to other Credit Obligations
and (ii) a Ratifying Noteholder with respect to some Credit Obligations, a Sharing Party with
respect to some Credit Obligations and a Non-Sharing Party with respect to other Credit Obligations
and, in each case, for purposes of this Agreement shall be deemed to be a separate legal entity in
each such capacity. Thus, for example, if a Person is both a Global Lender and a Noteholder,
references to the rights and duties of the



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Global Lenders shall include such Person in its capacity as a Global Lender but shall exclude
such Person in its capacity as a Noteholder.



SECTION 2. APPOINTMENT OF COLLATERAL AGENT.




     Each Credit Party (a) designates and appoints Bank of America to serve as Collateral Agent
under this Agreement, the Guaranties and the Security Documents; (b) authorizes Collateral Agent to
enforce, on behalf of the Credit Parties (to the extent such Credit Parties are entitled to the
benefits thereof), the obligations of the Obligors under the Guaranties and the Security Documents;
(c) authorizes Collateral Agent to accept the parallel debt structure in any pledge agreement
governed by Dutch law (including the Dutch Pledge Agreement described in item 3 on Schedule 3); and
(d) authorizes Collateral Agent to exercise such other rights, powers and privileges as are granted
to Collateral Agent by this Agreement, the Guaranties and the Security Documents, together with
such other rights, powers and privileges as are reasonably incidental thereto.



SECTION 3. DECISIONS RELATING TO ADMINISTRATION AND EXERCISE OF REMEDIES VESTED IN THE MAJORITY
CREDIT PARTIES; RESCISSION OF TRIGGER DATE.




     (a) Except as set forth in Section 3(g), Collateral Agent agrees that it will not release
Liens on Collateral or commence Enforcement without the direction of the Majority Credit Parties.
Collateral Agent agrees to administer the Guaranties, the Security Documents and the Collateral and
to make such demands and give such notices under the Guaranties and the Security Documents as the
Majority Credit Parties may request, and to take such action to enforce the Guaranties and the
Security Documents and to realize upon, collect and dispose of the Collateral or any portion
thereof as may be directed by the Majority Credit Parties. Collateral Agent shall not be required
to take any action that is in the Opinion of Counsel contrary to law or to the terms of this
Agreement, any Guaranty or any Security Document, or that would in the Opinion of Counsel subject
Collateral Agent or any of its officers, employees, agents or directors to liability, and
Collateral Agent shall not be required to take any action under this Agreement, any Guaranty or any
Security Document unless and until Collateral Agent shall be indemnified to its reasonable
satisfaction by one or more of the Credit Parties against any and all loss, cost, expense or
liability in connection therewith.



     (b) Each Credit Party agrees that Collateral Agent shall act as the Majority Credit Parties
may request (regardless of whether any individual Credit Party agrees, disagrees or abstains with
respect to such request, except for amendments that require otherwise in accordance with Section
11(b)), that Collateral Agent shall have no liability for acting in accordance with such request
(provided such action does not conflict with the express terms of any Guaranty or any
Security Document, it being understood that any such request by the Majority Credit Parties that
conflicts with any express term of this Agreement shall be deemed to be a modification of this
Agreement if such modification is permitted to be made by the Majority Credit Parties pursuant to
Section 11(b)) and that no Credit Party shall have any liability to any other Credit Party for any
such request. Collateral Agent shall give prompt notice to all Credit Parties (or, in the case of
any Credit Party that is represented by a Representative, such Representative) of action taken
pursuant to the instructions of the Majority Credit Parties to enforce any Guaranty or any Security
Document; provided that the failure to give any such notice shall not impair the right of
Collateral Agent to take any such action or the validity of any action so taken.



     (c) Each Credit Party agrees that the only right of a Non-Directing Party (i) with respect to
the Security Documents is for the Credit Obligations held by such Non-Directing Party to be secured
pursuant to the Security Documents or, if such Non-Directing Party is a Non-Sharing Party, pursuant
to the Pledge Agreements, and (ii) with respect to the Guaranties, is for the Credit Obligations
held by such



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Non-Directing Party to be supported by the Guaranties or secured by the Collateral for the
period and to the extent provided in this Agreement and to share in the payments thereunder, if
any, to the extent and at the times provided in this Agreement.




     (d) Collateral Agent may at any time request directions from the Majority Credit Parties as to
any course of action or other matter relating hereto or relating to any Guaranty or any Security
Document. Except as otherwise provided in this Agreement, directions given by the Majority Credit
Parties to Collateral Agent shall be binding on all Credit Parties, for all purposes, except for
amendments that require otherwise in accordance with Section 11(b).



     (e) Nothing contained in this Agreement shall affect the right of any Credit Party to give
ProLogis, any Affiliate thereof or any other Obligor notice of any default or to accelerate or make
demand for payment of its Credit Obligations under any Financing Agreement. Each Credit Party
agrees not to take any action to enforce any term or provision of any Guaranty or Security Document
or to enforce any of its rights in respect of any Collateral except through Collateral Agent in
accordance with this Agreement; provided that if, after the Trigger Date, Collateral Agent
fails to commence taking any action (provided such action is permitted both by applicable
law and the applicable Guaranty or Security Document) within thirty (30) days after the Majority
Credit Parties request in writing that Collateral Agent take such action, then the Majority Credit
Parties may take such action under such Guaranty or Security Document on behalf of those Credit
Parties entitled to the benefits thereof.



     (f) Upon receipt of a written notice from a Credit Party of the existence of an Event of
Default or if it has actual knowledge of the existence of an Event of Default, Collateral Agent
shall promptly (and in any event no later than three Business Days after receipt of such notice in
the manner provided in Section 11(a)) give notice of such Event of Default to all Parties (in each
case to the extent Collateral Agent has received the information necessary to give the applicable
Party such notice). Collateral Agent shall not be deemed to have actual or constructive knowledge
or notice of the existence of any Event of Default until it has received written notice thereof
stating that such notice is a “Notice of Default.”



     (g) Unless an Event of Default has occurred and is continuing, Collateral Agent may, without
the approval of any other Credit Party (and notwithstanding any other provision hereof), (i)
release any Obligor from any applicable Affiliate Guaranty if such Obligor ceases to be an
Affiliate of ProLogis pursuant to a transaction not prohibited by, or otherwise may cease to be an
Obligor without violating, the Global Credit Agreement or any Other DSD Agreement that gives rise
to Voting Obligations (and regardless of the provisions set forth in any other Financing
Agreement); or (ii) release any Collateral under any Security Document which the applicable Obligor
is permitted to sell or otherwise dispose of, or which otherwise may be released from the security
interest of the applicable Security Documents, without violating the Global Credit Agreement or any
Other DSD Agreement that gives rise to Voting Obligations (and regardless of the provisions set
forth in any other Financing Agreement) and execute and deliver such releases as may be necessary
to terminate of record Collateral Agent’s security interest (for the benefit of the Credit Parties)
in such Collateral. In determining whether any such release is permitted, Collateral Agent may
rely upon (but shall not be obligated to obtain) instructions from Global Administrative Agent (as
to whether any such release is permitted under the Global Credit Agreement) or any other Party (as
to whether any such release is permitted under the related Other DSD Agreement). In addition,
Collateral Agent may, without the approval of any other Credit Party (and notwithstanding any other
provision hereof), release any Obligor from any applicable Affiliate Guaranty, or release any
Collateral under any Security Document, to the extent required by an order of a court of competent
jurisdiction or as otherwise required by applicable law.



13                Amended and Restated Security Agency Agreement




 









 





     (h) If, at any time after the occurrence of the Trigger Date and prior to the date that any
distribution is made to any Noteholder (other than a Ratifying Noteholder) pursuant to Section 4, 5
or 6, all Events of Default, and all events that, with the giving of notice or the passage of time
or both, would become an Event of Default, have been cured or waived (other than any such event
that will be cured upon the reallocation of funds among the Credit Parties described below), then
the Majority Credit Parties may, by notice to Collateral Agent and all other Credit Parties that
have received notice of the occurrence of the Trigger Date pursuant to this Agreement, rescind the
Trigger Date, in which case (i) subject to any netting arrangements, all amounts applied to Credit
Obligations pursuant to Section 4, 5 or 6 during the period from the occurrence of the Trigger Date
to the date of such rescission shall be returned to Collateral Agent by the parties that received
such amounts and distributed by Collateral Agent to the parties that would have received such
amounts in the absence of the occurrence of the Trigger Date; and (b) the provisions of this
Agreement shall continue in effect as if the Trigger Date had not occurred (subject to the
occurrence of a Trigger Date thereafter).



SECTION 4. APPLICATION OF PROCEEDS.




     (a) All Recoveries received by any Credit Party (excluding any Noteholder or any
Representative thereof, unless such Noteholder is a Ratifying Noteholder) after the Trigger Date
from any Obligor, or as Proceeds of such Obligor’s Collateral (net of any portion of such Proceeds
required to be paid to a Non-Sharing Credit Party pursuant to clause (iii) below), shall be
promptly delivered to Collateral Agent and applied as follows:




     FIRST: To the payment of (i) the reasonable costs and expenses of such
collecting Credit Party (including Collateral Agent or the applicable Funding Agent) in
connection with making such Recoveries and/or realizing on such Collateral and (ii) all
other reasonable expenses and advances incurred or made by such collecting Credit Party for
which such Obligor has liability (including, in each case, reasonable fees and charges of
counsel);




     SECOND: To the extent such Obligor has liability therefor, to the ratable
payment to the Voting Credit Parties of all amounts paid by the Voting Credit Parties to
Collateral Agent pursuant to the indemnification provisions of Section 9(c);




     THIRD: To make a Shortfall Application with respect to the Direct Obligations
of such Obligor that are denominated in the Recovery Currency;




     FOURTH: To make a Shortfall Application with respect to the Direct Obligations
of such Obligor that are denominated in any currency other than the Recovery Currency;




     FIFTH: To the payment of the Direct Obligations of such Obligor that are
denominated in the Recovery Currency and are then due and owing, ratably among the
applicable Credit Parties according to the amount of such Direct Obligations owed to such
Credit Parties;




     SIXTH: To the payment of the Direct Obligations of such Obligor that are
denominated in any currency other than the Recovery Currency and are then due and owing,
ratably among the applicable Credit Parties according to the amount of such Direct
Obligations owed to such Credit Parties;




     SEVENTH: To make a Shortfall Application with respect to the Indirect
Obligations of such Obligor that are denominated in the Recovery Currency;



14                Amended and Restated Security Agency Agreement




 









 






     EIGHTH: To make a Shortfall Application with respect to the Indirect
Obligations of such Obligor that are denominated in any currency other than the Recovery
Currency;




     NINTH: To the payment of the Indirect Obligations of such Obligor that are
denominated in the Recovery Currency and are then due and owing, ratably among the
applicable Credit Parties according to the amount of such Indirect Obligations owed to such
Credit Parties;




     TENTH: To the payment of the Indirect Obligations of such Obligor that are
denominated in any currency other than the Recovery Currency and are then due and owing,
ratably among the applicable Credit Parties according to the amount of such Indirect
Obligations owed to such Credit Parties; and




     ELEVENTH: After payment in full of all Credit Obligations of such Obligor, to
the payment to or upon the order of such Obligor, or to whomsoever may be lawfully entitled
to receive the same or as a court of competent jurisdiction may direct, of any surplus then
remaining from such Recoveries.




Notwithstanding the foregoing or any other provision of this Agreement:




     (i) any amount payable to a Credit Party pursuant to clause THIRD through TENTH above
(and any cash collateral delivered by an Obligor to a Credit Party) in respect of the
undrawn amount of any outstanding Letter of Credit shall be delivered to Collateral Agent to
be retained as Collateral (“Reserved LC Collateral”) for such undrawn amount and (x) if and
to the extent such Letter of Credit is drawn upon, Collateral Agent shall deliver to the
Credit Party that issued such Letter of Credit the portion of the Reserved LC Collateral
which is allocable to the amount drawn under such Letter of Credit for application to the
Credit Obligations of such Credit Party directly relating to such Letter of Credit and (y)
if and to the extent that such Letter of Credit expires or terminates, or the amount thereof
is reduced (other than as a result of a partial drawing thereunder), the portion of the
Reserved LC Collateral which is allocable to such Letter of Credit (or to the amount of the
reduction thereof), and is not (A) applied pursuant to clause (x) or (B) required (pursuant
to the terms of the applicable Financing Agreement) to be returned to any applicable
Obligor, shall be applied, first, to the extent that one or more Credit Parties have
paid cash to purchase participations in the portion of such Letter of Credit that will not
be drawn, to repay such participations (ratably among such Credit Parties in accordance with
the amounts of their respective participations), and, second, in accordance with
clauses FIRST through ELEVENTH above;




     (ii) no Sharing Noteholder shall be entitled to receive any amount pursuant to this
clause (a) to the extent that, after giving effect to such Noteholder’s receipt of such
amount, all Recoveries received by such Sharing Noteholder would exceed its Interim Recovery
Cap (and any such excess shall be applied in accordance with this clause (a) to the Credit
Obligations of all applicable Credit Parties other than such Sharing Noteholder and any
other Sharing Noteholder that at the time is subject to the limitations of this clause
(a)(ii));




     (iii) no Non-Sharing Party shall be entitled to receive any amount pursuant to this
clause (a); provided that each Non-Sharing Party shall be entitled to receive, and
Collateral Agent shall, concurrently with the application of any Proceeds of Pledged
Collateral to any Shared Credit Obligations (subject to any holdbacks, deferrals or similar
actions implemented by the Majority Credit Parties or Collateral Agent in accordance with
the other provisions of this Agreement), deliver to each Non-Sharing Party, such Non-Sharing
Party’s ratable share of the



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Proceeds of Pledged Collateral applied to pay Credit Obligations (with such ratable
share for any Non-Sharing Party (regardless of whether such Person was a Non-Sharing Party
or a Credit Party on the Trigger Date) being equal to the percentage that (x) the aggregate
amount of all Credit Obligations (if any), other than Shared Credit Obligations, owed to
such Non-Sharing Party as of the Trigger Date (including in such amount any Recovery of such
Credit Obligations received prior to the Trigger Date that is rescinded or otherwise
required to be returned after the Trigger Date), as such amount may deemed to be increased
or decreased based upon the same principles applied to determine increases and decreases in
a Credit Party’s Shared Credit Obligations pursuant to Section 1(g) is of (y) the aggregate
amount of all Credit Obligations as of the Trigger Date (including in such amount all
Recoveries of Credit Obligations received prior to the Trigger Date that are rescinded or
otherwise required to be returned after the Trigger Date));




     (iv) all non-cash Recoveries received by Collateral Agent (other than Obligor
Securities) shall be converted into cash by Collateral Agent (or, in the case of promissory
notes or other debt instruments not constituting Obligor Securities, collected in accordance
with their terms) in accordance with instructions by the Majority Credit Parties and then
applied as set forth above;




     (v) each Obligor agrees that Recoveries and Proceeds subject to this Section 4 shall
not, for any purpose, be deemed to have been applied to any Credit Obligation of a Credit
Party until such Credit Party receives a payment to be applied to such Credit Obligation
under this Section 4; and




     (vi) if any Recoveries are in the form of Obligor Securities, Collateral Agent shall
have no obligation to accept such Obligor Securities on behalf of any Credit Party unless
Collateral Agent has received an Opinion of Counsel that delivery of such Obligor Securities
to such Credit Party pursuant hereto will comply with all applicable securities and “blue
sky” laws and will not impose any material liability on Collateral Agent under any such law
(and, in the absence of such an Opinion of Counsel, the applicable Credit Parties shall be
responsible for taking the actions necessary to be entitled to receive such Obligor
Securities).



     (b) Collateral Agent may (unless otherwise directed by Majority Credit Parties) delay the
application of Recoveries pursuant to Section 4(a) for a reasonable period of time for any purpose
that Collateral Agent determines, in its sole discretion, is reasonable, including, for example, in
anticipation of the receipt of additional Recoveries (and the avoidance of multiple applications
pursuant to Section 4(a) during a short period of time), the possibility that Recoveries will be
rescinded or otherwise required to be returned, making necessary calculations to properly apply
Recoveries or holding Recoveries in anticipation of an upcoming Equalization Date or the Final
Distribution Date. Until Recoveries are applied pursuant to Section 4(a), Collateral Agent shall
hold such Recoveries in its custody in accordance with its regular procedures for handling
deposited funds (or, in the case of non-cash Recoveries, the type of property received) and as
custodian for the benefit of the Credit Parties.



     (c) In determining the amounts and recipients of applications pursuant to Section 4(a),
Collateral Agent may rely on the most recent information provided by the Credit Parties pursuant to
Section 7, Collateral Agent’s own records of distributions hereunder (and of the portion of such
distributions that constitute Proceeds of Pledged Collateral) and the Recovery Percentages and
Interim Recovery Caps of the various Credit Parties as of a date selected by Collateral Agent that
is not more than ten (10) Business Days prior to the date of application (and Collateral Agent
shall not be required to take account of any assignment, currency fluctuation or other change in
the identity of any Credit Party or in the amount of outstanding Credit Obligations occurring after
such date).



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     (d) Applications of Recoveries by Collateral Agent to (i) Global Credit Agreement Obligations
shall be made, to the extent not inconsistent with the terms of this Agreement, as directed by the
Required Lenders or, in the absence of such direction, as Global Administrative Agent shall direct;
(ii) Other DSD Obligations shall be made to or as directed by the Representative of the holders
thereof; and (iii) Hedging Obligations shall be made to or as directed by the applicable Swap
Party.



SECTION 5. SHARING AND EQUALIZATION OF RECOVERIES.




     (a) If, at any time prior to the Final Distribution Date, any Sharing Party (other than a
Noteholder or its Representative, unless such Noteholder is a Ratifying Noteholder) shall have
received for application to its Shared Credit Obligations aggregate Recoveries in excess of the
amount of Recoveries such Credit Party would have received if all Recoveries had been applied in
accordance with Section 4(a) (after giving effect to any adjustment pursuant to Section 6), such
Credit Party shall hold such excess amount in trust for the benefit of the other applicable Sharing
Parties and shall, upon becoming aware of such excess, promptly pay over such excess amount in the
form received to Collateral Agent for distribution to the Credit Parties pursuant to Section 4(a).



     (b) If any Sharing Party makes any payment to Collateral Agent for the benefit of one or more
other Sharing Parties pursuant to Section 5(a), each such other Sharing Party (other than any
Noteholder or its Representative, unless such Noteholder is a Ratifying Noteholder) shall, upon the
request of the Sharing Party that made such payment (which request shall be made through Collateral
Agent and shall apply to all other such Sharing Parties), transfer to the Sharing Party that made
such payment a participation in such other Sharing Party’s claim against the applicable Obligor
equal to the amount such other Sharing Party received from Collateral Agent as a result of such
payment (or make other arrangements as contemplated by Section 6).



     (c) Not later than five Business Days prior to each Equalization Date, Collateral Agent shall
distribute to the Sharing Parties a schedule setting forth in reasonable detail a calculation
(based upon the most recent information provided by the Sharing Parties pursuant to Section 7 and
Collateral Agent’s own records of distributions hereunder) of the Recovery Percentages and Interim
Recovery Caps of the various Sharing Parties as of a date not more than 30 days prior to the date
on which such schedule is distributed (a “Record Date”); provided that Collateral Agent
shall not be required to incorporate into any such schedule the effect of any assignment, currency
fluctuation or other change in the identity of any Sharing Party or in the amount of outstanding
Shared Credit Obligations occurring after the applicable Record Date.



     (d) On each Equalization Date, each Purchasing Credit Party shall purchase, ratably from each
applicable Selling Credit Party (or make other arrangements with any such Selling Credit Party as
contemplated by Section 6), a participation in the Shared Credit Obligations of such Selling Credit
Party and/or make transfers of Recoveries to Collateral Agent for delivery to Sharing Noteholders
in amounts such that, after giving effect to all such purchases and transfers, the Recovery
Percentage of each Sharing Party equals, as nearly as possible, the Aggregate Recovery Percentage
as of the immediately preceding Record Date; provided that (i) the Majority Credit Parties
may reduce, limit or withhold entirely transfers to any Sharing Noteholder to ensure that, after
giving effect to all payments, distributions and transfers on the Final Distribution Date, such
Sharing Noteholder will not have a Recovery Percentage greater than the Aggregate Recovery
Percentage and (ii) no Purchasing Credit Party shall be required to make any purchase or transfer
that would reduce its Recovery Percentage below the Aggregate Recovery Percentage.



     (e) On the Final Distribution Date, after giving effect to all applications of Recoveries that
have previously been made pursuant to Section 4, the other provisions of this Section 5 and the
provisions



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of Section 6, each Sharing Party that has a Final Recovery Percentage that exceeds the Final
Aggregate Recovery Percentage shall transfer to Collateral Agent (or such Person or Persons as
Collateral Agent shall direct) such portion of the Recoveries of such Sharing Party (in such
currencies and from such Obligors as the Majority Credit Parties shall direct or, in the absence of
such direction, as such Sharing Party shall select), and Collateral Agent shall distribute (or
direct the distribution of) the proceeds of such transfer (and all other transfers so received) to
such Sharing Parties, so that, after giving effect to all such transfers and distributions, each
Sharing Party’s Final Recovery Percentage equals, as nearly as possible, the Final Aggregate
Recovery Percentage; provided that no Sharing Party shall be required to make any transfer
that would reduce its Final Recovery Percentage below the Final Aggregate Recovery Percentage. As
more fully set forth in Section 6, any two or more Sharing Parties may make alternative
arrangements for sharing Recoveries among themselves, and Collateral Agent shall take such
arrangements into account in calculating amounts to be transferred to, and distributions to be made
by, Collateral Agent on the Final Distribution Date so long as Collateral Agent receives notice
thereof in sufficient time (as determined in Collateral Agent’s discretion) prior to the Final
Distribution Date.




     (f) The Majority Credit Parties, in consultation with Collateral Agent, may (but shall not be
obligated to) direct or delay the allocation of purchases among Purchasing Credit Parties and
Selling Credit Parties and/or transfers to Noteholders pursuant to Section 5(b), 5(d) or 5(e) in
order to conform to applicable legal and regulatory restrictions and/or to minimize taxes payable
on Recoveries and/or to avoid the purchase of participation interests in the Credit Obligations
owing by a Dutch Borrower by a Credit Party that is not a PMP.



     (g) If any Credit Party that is not a PMP is required under this Section 5 to purchase a
participation interest in the Credit Obligations owing by a Dutch Borrower or otherwise becomes (by
the purchase of an assignment or otherwise) the holder of any such Credit Obligations, then such
Credit Party shall immediately sell, assign or otherwise transfer such participation interest (for
consideration to be negotiated) to a PMP or another Person that is a PMP in accordance with the
requirements of the Exemption Regulation.



     (h) All purchases and sales of participations, and all other transfers, pursuant to this
Section 5 shall be made without recourse (except that the Selling Credit Party shall be deemed to
warrant that it has good title to the participation interest being sold, free and clear of all
Liens). To effect such purchases and sales of participations, each Purchasing Credit Party shall
deliver immediately available funds to or as directed by Collateral Agent (which may include
delivery of funds directly to a Selling Credit Party) in an aggregate amount equal to the amount of
participations in the Shared Credit Obligations required to be purchased by such Purchasing Credit
Party pursuant to this Section 5 and, if such funds are delivered to Collateral Agent or an agent
therefor (including any Funding Agent), Collateral Agent or such agent will promptly deliver such
funds to the applicable Selling Credit Parties. All participation interests sold pursuant to this
Section 5 shall be fully transferable (subject to the other provisions hereof, including Section
5(g)). A Purchasing Credit Party shall only be entitled to share in interest and fees on a
purchased participation interest accruing from the date that such Purchasing Credit Party has paid
for such participation interest.



     (i) Subject to the right of the applicable Credit Parties to agree to alternate arrangements
as contemplated by Section 6, whenever a Purchasing Credit Party is required to purchase a
participation from a Selling Credit Party, such Purchasing Credit Party shall, first,
purchase an undivided, pro rata and pari passu participation in the Shared Credit Obligations of
such Selling Credit Party that are denominated in the same currencies as the Recoveries received by
such Purchasing Credit Party, in the inverse order of the dates of such Purchasing Credit Party’s
receipt of such Recoveries, second, purchase an undivided, pro rata and pari passu
participation in the Shared Credit Obligations of such Selling Credit Party that are



18                Amended and Restated Security Agency Agreement




 









 




denominated in Dollars (based on the applicable Foreign Currency Equivalent at the time of
such purchase) and, then, purchase an undivided, pro rata and pari passu participation in
the remaining Shared Credit Obligations of such Selling Credit Party (based on the applicable
Foreign Currency Equivalents at the time of such purchase). If more than one Purchasing Credit
Party is required on any date to purchase participations in Shared Credit Obligations of a Selling
Credit Party denominated in any applicable currency, such Purchasing Credit Parties shall purchase
such participations from such Selling Credit Party ratably in accordance with the outstanding
Shared Credit Obligations of such Purchasing Credit Parties that are denominated in such currency.




     (j) Notwithstanding any other provision of this Agreement, unless the Majority Credit Parties
otherwise agree, no amount paid by a Credit Party to (or for the benefit of) a Noteholder shall
give rise to a participation interest in any Credit Obligation held by such Noteholder (it being
understood that any such payment shall be made free and clear of any interest of such Credit Party
as part of the equalization of Recoveries contemplated hereby, but otherwise shall be made without
recourse or any representation or warranty).



     (k) If the Final Distribution Date occurs by operation of clause (a) of the definition thereof
and the claims of one or more Credit Parties in the applicable Bankruptcy Proceeding have not been
fully adjudicated, the Majority Credit Parties may (i) defer the requirements of Section 5(e) until
all or substantially all claims have been adjudicated or (ii) for purposes of determining each
Sharing Party’s Final Recovery Percentage following advice of counsel and consultation with
valuation advisors, reasonably determine the Final Recovery Percentage of each Sharing Party whose
claims are subject to adjudication, in order to satisfy the requirements of Section 5(e) on the
Final Distribution Date (or such later date determined by the Majority Credit Parties).



SECTION 6. EQUALIZATION CONSIDERATIONS.




     Notwithstanding Sections 4 and 5:



     (a) If, not less than five Business Days prior to any Equalization Date or the Final
Distribution Date, the Majority Credit Parties, in consultation with Collateral Agent, determine
(based upon the Equalization Considerations) that the Recoveries from an Obligor could have been
(but were not) applied in a manner that would have resulted, or would result, in (i) a greater
Aggregate Recovery Percentage or Final Aggregate Recovery Percentage or (ii) substantially fewer
and/or materially smaller Recovery Shortfalls, then (x) the Majority Credit Parties may direct
Collateral Agent to, and Collateral Agent shall, (1) redetermine the application (but not, if
relevant, the Foreign Currency Equivalent determinations) of Recoveries from such Obligor (without
regard to the order of application specified in clauses THIRD through TENTH of Section 4(a)) to
achieve such result and (2) promptly notify each Sharing Party (or its Representative) of the
amounts (if any) and applicable currencies of all payments required to be made by such Sharing
Party to Collateral Agent for the account of the other applicable Sharing Parties, and the amounts
(if any) and applicable currencies of all payments such Sharing Party is entitled to receive from
other applicable Sharing Parties, based upon the reapplication of Recoveries in accordance with
such recalculation, and (y) each applicable Sharing Party shall promptly deliver such amounts to
Collateral Agent; provided that no Noteholder or Representative thereof (other than a
Ratifying Noteholder and any Representative thereof) shall be required to deliver any amount to
Collateral Agent pursuant to this Section 6(a).



     (b) If at any time the purchase by a Sharing Party of a participation in the Shared Credit
Obligations of another Sharing Party is illegal or impractical, or will subject any Obligor or any
Sharing Party to any material tax or other material cost or expense, or is otherwise materially
disadvantageous to



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any Sharing Party, then the Majority Credit Parties may, in consultation with Collateral
Agent, determine (based upon the Equalization Considerations) that the sharing of Recoveries shall
be accomplished via other arrangements (including by (i) requiring assignments of Shared Credit
Obligations in lieu of participations, (ii) requiring a Purchasing Credit Party to purchase
participations in Shared Credit Obligations denominated in a particular currency, or owed by a
particular Obligor, from a Selling Credit Party, rather than in the Shared Credit Obligations
otherwise indicated herein, (iii) requiring a Purchasing Credit Party to purchase more than the
amount necessary to eliminate the Recovery Shortfall of a Selling Credit Party and simultaneously
requiring such Selling Credit Party to purchase a participation in the Shared Credit Obligations
(or particular Shared Credit Obligations) of such Purchasing Credit Party or (iv) requiring a
reapplication of payments of the type described in clause (a) above); provided that any
such other arrangement shall achieve the same (or a better) economic effect for all affected
Sharing Parties as would have been the case without such arrangement.




     (c) Without limiting clauses (a) and (b) above, any two or more Sharing Parties may agree upon
different arrangements for sharing Recoveries hereunder so long as (i) all of such Sharing Parties
have agreed to such arrangement, (ii) such arrangement will not adversely affect any Credit Party
that has not agreed to participate in such arrangement and (iii) unless Collateral Agent has
otherwise agreed in writing, such arrangement shall not require Collateral Agent to make any
distribution of Recoveries other than in accordance with the express terms hereof.



     (d) To facilitate the equalization of Recoveries, each Sharing Party agrees that it will
approve the issuance of, and will use (or approve Collateral Agent or another representative of
such Sharing Party using) reasonable efforts to cause the issuance of, any Obligor Securities (i)
directly to the applicable Sharing Parties and not to Collateral Agent for the benefit of any
Sharing Party and (ii) in proportions so that, on the Final Distribution Date, the percentage
obtained by dividing (x) a Sharing Party’s Recoveries received in the form of Obligor Securities
(and if more than one type of Obligor Securities is issued, then of each type of Obligor
Securities) by (y) such Sharing Party’s total Recoveries shall be substantially equivalent for each
Sharing Party; provided that this Section 6(d) shall not require any Sharing Party to vote
in favor of, or vote against, any particular plan of reorganization in a Bankruptcy Proceeding.



     (e) For the avoidance of doubt, in making any redetermination of the application of Recoveries
pursuant to Section 6(a) or directing any allocation of participations (or other arrangements that
have the economic effect thereof), the Majority Credit Parties may determine that an amount
initially applied to pay a particular Credit Obligation of an Obligor shall be deemed to have been
applied to pay a different Credit Obligation of such Obligor. Thus, for example, if a Recovery
from an Obligor initially is applied pursuant to Section 4(a) to pay Direct Obligations of such
Obligor in its capacity as a Borrower under the Global Credit Agreement, such Recovery subsequently
may be deemed to have been applied in whole or in part to pay Direct Obligations of such Obligor in
its capacity as a Borrower under any other Tranche of the Global Credit Agreement and/or as a
borrower under any other Financing Agreement and/or Indirect Obligations of such Obligor in its
capacity as a guarantor of the Credit Obligations of any other Obligor, in which case the
applicable Global Lenders shall be required to return all or the relevant portion of the amount
previously received by them pursuant to Section 4(a) and Collateral Agent shall distribute such
amount to the holders of the applicable Direct Obligations of such Obligor and/or to beneficiaries
of the applicable Guaranty (or, at the option of such Global Lenders, to purchase participations in
the Credit Obligations of the applicable Sharing Parties to achieve the same economic effect). For
purposes of implementing the foregoing, all applications of Recoveries pursuant to Sections 4, 5
and 6 shall, as between the applicable Obligor and Collateral Agent, be deemed to be subject to
reapplication at any time in accordance with this Agreement.



SECTION 7. INFORMATION.



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     (a) Global Administrative Agent shall promptly from time to time, upon the written request of
Collateral Agent, notify Collateral Agent of the outstanding Global Credit Agreement Obligations as
at such date as Collateral Agent may specify. Collateral Agent shall be entitled to rely
conclusively upon all information so provided by Global Administrative Agent.



     (b) Any Representative acting on behalf of any holder of any Other DS Debt shall promptly from
time to time, upon the written request of Collateral Agent, provide Collateral Agent with all
information reasonably requested by Collateral Agent with respect to the Other DSD Obligations
arising under the applicable Other DSD Agreement (including information regarding the amount and
timing of Recoveries) as at such date as Collateral Agent may specify. Collateral Agent shall be
entitled to rely conclusively upon all information so provided by any Representative.



     (c) Each Swap Party shall promptly from time to time, upon the written request of Collateral
Agent, notify Collateral Agent of the Hedging Exposure of and/or Hedging Obligations owed to such
Swap Party. Collateral Agent shall be entitled to rely conclusively upon all information so
provided by any Swap Party.



     (d) All calculations made by Collateral Agent pursuant to the terms hereof shall be conclusive
and binding upon all Obligors and all other Credit Parties, absent manifest error.



     (e) In making any calculation of payments to be made on the Final Distribution Date,
Collateral Agent shall be entitled to rely on its records as to the Credit Parties, Credit
Obligations, Shared Credit Obligations, Recovery Percentages and other relevant amounts as of a
date (which shall not be more than thirty (30) Business Days prior to the Final Distribution Date)
selected by Collateral Agent or the Majority Credit Parties (and Collateral Agent shall not be
required to take account of any assignment, currency fluctuation or other change in the identity of
any Credit Party or in the amount of outstanding Credit Obligations occurring within fifteen (15)
Business Days prior to the Final Distribution Date).



SECTION 8. OTHER DS DEBT; ADDITIONAL VOTING CREDIT PARTIES.




     (a) If ProLogis incurs indebtedness that (i) is not contractually subordinated to any other
indebtedness (including indebtedness under the Global Credit Agreement) of ProLogis, (ii) at the
time of incurrence is in (or, in the case of indebtedness arising under a revolving credit
facility, at the time of the effectiveness of such facility may be incurred from time to time by
ProLogis in) an aggregate principal amount (for all indebtedness issued or commitments made
concurrently on the same terms, regardless of whether held by multiple parties) of $25,000,000 (or
its equivalent) or more and (iii) is not, at the time of incurrence, prohibited by the terms of the
Global Credit Agreement or any Other DSD Agreement that gives rise to Voting Obligations, then
ProLogis may designate such indebtedness as “Designated Senior Debt” in a Notice of Designated
Senior Debt.



     (b) ProLogis shall promptly notify Collateral Agent of its designation of any indebtedness as
Designated Senior Debt, specifying (i) whether the obligations in respect of such Designated Senior
Debt shall constitute Voting Obligations, (ii) if the obligations in respect of such Designated
Senior Debt do not constitute Voting Obligations, whether such obligations constitute Credit
Obligations of Noteholders, (iii) the name, address, contact and facsimile number of a
Representative of the holders of such Designated Senior Debt, and (iv) whether such Representative
is to become a Party. If the obligations in respect of any Designated Senior Debt are to
constitute Voting Obligations under this Agreement, then the holders of such Designated Senior Debt
or a Representative thereof shall sign an acknowledgment in the form of Exhibit B, and promptly
deliver the same to Collateral Agent, by which such Party on behalf of the



21                Amended and Restated Security Agency Agreement




 









 




holders of such Designated Senior Debt agrees to be bound by the terms of this Agreement and
thereupon such Party shall be considered a Voting Credit Party.




     (c) Not later than 45 days after the Trigger Date, Collateral Agent shall deliver a notice in
the form of Exhibit C to each Representative of one or more Noteholders. If, not later than 120
days after receipt of such notice, such Representative delivers an acknowledgement in the form of
Attachment 1 to Exhibit C to Collateral Agent, then in addition to being entitled to the benefits
of the Pledge Agreements to the extent set forth herein, the Noteholders that are represented by
such Representative shall be Sharing Parties and shall be entitled to the benefits of the sharing
arrangements set forth herein.



     (d) Subject to any limitation set forth in the applicable Financing Agreement or Notice of
Designated Senior Debt (and, in the case of any “Note Agreement” listed on Schedule 2, subject to
compliance with the requirements of Section 8(e)), ProLogis may revoke the classification of
Designated Senior Debt with respect to indebtedness arising under any Financing Agreement upon
delivery of notice to Collateral Agent in the manner provided in Section 11(a).



     (e) Notwithstanding anything contained herein to the contrary, (i) ProLogis may revoke the
classification of any “Note Agreement” listed on Schedule 2 as an Other DSD Agreement (in which
case the obligations thereunder shall no longer constitute Designated Senior Debt or Credit
Obligations) and (ii) ProLogis shall not designate any indebtedness owing to a Noteholder as Other
DS Debt unless ProLogis reserves the right, in the applicable Financing Agreement or Notice of
Designated Senior Debt, to revoke such classification, in each case not less than 90 days after
disclosing such revocation (in a footnote or otherwise) in a Form 10-Q or 10-K filed with the
United States Securities Exchange Commission.



     (f) Notwithstanding anything contained herein to the contrary, if the Sharing Noteholders
under a particular Financing Agreement (or under a separate and distinct series of obligations
issued under a Financing Agreement), or a subset of such Sharing Noteholders on behalf of all such
Sharing Noteholders (any group of Sharing Noteholders described below, “Ratifying Noteholders”),
agree to assume and perform all of the obligations hereunder applicable to Credit Parties other
than Noteholders (including to share Recoveries with, purchase participations from and make
payments to other Sharing Credit Parties pursuant to Sections 5 and 6, to indemnify Collateral
Agent pursuant to Section 9(c) and to return funds to Collateral Agent under circumstances
described in Section 10) and provide assurance reasonably acceptable to Majority Credit
Parties (such as a letter of credit or a guarantee from one or more creditworthy Ratifying
Noteholders) that such Ratifying Noteholders will be able to perform (or such subset will be able
to perform on behalf of all such Ratifying Noteholders) such obligations, then such
Ratifying Noteholders will cease to be subject to an Interim Recovery Cap and shall be entitled to
the rights, and subject to the obligations, expressly specified herein to be applicable to
Ratifying Noteholders.



SECTION 9. DISCLAIMERS, INDEMNITY, ETC.




     (a) Collateral Agent shall have no duties or responsibilities except those expressly set forth
in this Agreement and the Security Documents. Although Collateral Agent shall comply with its
custodial duties in Section 4(a), Collateral Agent shall not by reason of this Agreement, the
Guaranties or the Security Documents be a trustee or fiduciary for any other Credit Party or have
any other fiduciary obligation to, or fiduciary relationship with, any other Credit Party
(including any obligation under the Trust Indenture Act of 1939). Collateral Agent shall not be
responsible to any other Credit Party for any recital, statement, representation or warranty
contained in any Financing Agreement or in any certificate or other document referred to or
provided for in, or received by any Credit Party under, any Financing Agreement, or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of any



22                Amended and Restated Security Agency Agreement




 









 




Financing Agreement or any other document referred to or provided for therein or any Lien
under any of the Security Documents or the perfection or priority of any such Lien or for any
failure by any Obligor, any other Credit Party or any other Person to perform any of its
obligations under any Financing Agreement. Without limiting the foregoing, Collateral Agent shall
not be required to take any action under any Guaranty or Security Document, including any action to
perfect any security interest granted in the Collateral pursuant to such Security Document, or to
administer any Collateral unless instructed to do so by the Majority Credit Parties. Collateral
Agent may employ agents and attorneys-in-fact and shall not be responsible, except as to money or
securities received by it or its authorized agents, for the negligence or misconduct of any such
agent or attorney-in-fact selected by it with reasonable care. Neither Collateral Agent nor any of
its directors, officers, employees or agents shall be liable or responsible for any action taken or
omitted to be taken by it or them hereunder or in connection herewith, except to the extent such
action or omission constituted gross negligence or willful misconduct of such Person. Each Credit
Party agrees that (i) each Funding Agent shall be an agent of Collateral Agent for purposes of this
Agreement, (ii) all indemnities and other protections granted to Collateral Agent hereunder shall
be equally applicable to each Funding Agent, (iii) Collateral Agent may direct an Obligor to make
payments with respect to such Obligor’s Credit Obligations (other than Global Credit Agreement
Obligations, which shall be paid to the applicable Funding Agent in accordance with the terms of
the Global Credit Agreement) to such Funding Agent as Collateral Agent may from time to time
determine and (iv) any Recovery received by a Funding Agent shall be deemed to have been received
by Collateral Agent.




     (b) Collateral Agent shall be entitled to rely upon any certification, notice or other
communication (including any thereof by telephone, telex, facsimile, e-mail, telegram or cable)
believed by it to be genuine and correct and to have been signed or sent by or on behalf of the
proper Person or Persons, and upon advice and statements of independent legal counsel, independent
accountants and other experts selected by Collateral Agent. As to any matters not expressly
provided for by this Agreement, Collateral Agent shall in all cases be fully protected in acting,
or in refraining from acting, hereunder in accordance with instructions signed by the Majority
Credit Parties, and such instructions of the Majority Credit Parties, and any action taken or
failure to act pursuant thereto, shall be binding on all Credit Parties.



     (c) By its signature hereto, ProLogis agrees that it will indemnify Collateral Agent, in its
capacity as Collateral Agent, to the extent Collateral Agent is not reimbursed pursuant to clause
FIRST of Section 4(a), for all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be
imposed on, incurred by or asserted against Collateral Agent in any way relating to or arising out
of this Agreement, any Guaranty or any Security Document or the enforcement of any of the terms of
any thereof, including reasonable fees and expenses of counsel (including the reasonable allocated
cost of internal counsel) (collectively, the “Indemnified Liabilities”); provided that
ProLogis shall not be liable for any Indemnified Liabilities to the extent such Indemnified
Liabilities are found in a final, non-appealable judgment by a court of competent jurisdiction to
have arisen from Collateral Agent’s gross negligence or willful misconduct. To the extent ProLogis
fails to reimburse Collateral Agent for any amount that is payable pursuant to the foregoing
sentence and Collateral Agent does not receive payment thereof pursuant to clause FIRST of Section
4(a), the Voting Credit Parties agree that they will indemnify Collateral Agent, in its capacity as
Collateral Agent, for such amount, ratably in accordance with the amount of the Voting Obligations
held by such Voting Credit Parties. The obligations of ProLogis and the Voting Credit Parties
under this Section 9(c) shall survive the payment in full of the Credit Obligations and the
termination of this Agreement.



     (d) Except for action expressly required of Collateral Agent hereunder, Collateral Agent
shall, notwithstanding Section 9(c), in all cases be fully justified in failing or refusing to act
hereunder unless it shall be further indemnified to its reasonable satisfaction by the Credit
Parties against any and all liability and expense that may be incurred by it by reason of taking or
continuing to take any such action.



23                Amended and Restated Security Agency Agreement




 









 





     (e) Collateral Agent may deem and treat the payee of any promissory note or other evidence of
indebtedness or obligation relating to any Credit Obligation as the owner thereof for all purposes
hereof unless and until a written notice of the assignment or transfer thereof, signed by such
payee and in form reasonably satisfactory to Collateral Agent, shall have been filed with
Collateral Agent. Any request, authority or consent of any Person which at the time of making such
request or giving such authority or consent is the holder of any such note or other evidence of
indebtedness or obligation shall be conclusive and binding on any subsequent holder, transferee or
assignee of such note or other evidence of indebtedness or obligation and of any note or notes or
other evidences of indebtedness or obligation issued in exchange therefor.



     (f) Except as expressly provided herein and in the Security Documents, Collateral Agent shall
have no duty to take any affirmative steps with respect to the administration or collection of
amounts payable in respect of the Guaranties, the Security Documents or the Collateral. Collateral
Agent shall incur no liability (except to the extent the actions or omissions of Collateral Agent
in connection therewith constitute gross negligence or willful misconduct) as a result of any sale
of any Collateral, whether at any public or private sale.



     (g) Collateral Agent may resign at any time by giving at least thirty (30) days’ notice
thereof to the Parties. In the event of any such resignation, the Majority Credit Parties shall
have the right (subject, so long as no Event of Default exists, to the written consent of ProLogis,
which shall not be unreasonably withheld or delayed) to appoint a successor Collateral Agent. If
no successor Collateral Agent shall have been appointed by the Majority Credit Parties and shall
have accepted such appointment within thirty (30) days after the notice of the intent of Collateral
Agent to resign, then the retiring Collateral Agent shall, on behalf of the other Credit Parties,
use reasonable efforts to appoint a successor Collateral Agent. Any successor Collateral Agent
appointed pursuant to this clause shall be a commercial bank or other financial institution
organized under the laws of the United States of America or any state thereof having (1) a combined
capital and surplus of at least $500,000,000 and (2) a rating upon its long-term senior unsecured
indebtedness of “A-2” or better by Moody’s Investors Service, Inc. or “A” or better by Standard &
Poor’s Corporation. If, in the case of a resignation, no successor Collateral Agent has accepted
appointment by the date that is sixty (60) days following the resigning Collateral Agent’s notice
of resignation, then the resigning Collateral Agent’s resignation shall nevertheless thereupon
become effective and the Voting Credit Parties shall perform all of the duties of Collateral Agent
hereunder until such time, if any, as the Majority Credit Parties appoint a successor Collateral
Agent as provided for above. After any Collateral Agent’s resignation hereunder, the provisions of
Sections 3 and 9 shall continue to inure to its benefit as to any action taken or omitted to be
taken by it while it was Collateral Agent. Successors to Global Administrative Agent shall
automatically serve as Collateral Agent hereunder, provided that Global Administrative
Agent has not made an election to the contrary.



     (h) Upon the acceptance by a successor Collateral Agent of any appointment as Collateral Agent
hereunder, such successor Collateral Agent shall thereupon succeed to and become vested with all
the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring
Collateral Agent shall thereupon be discharged from its duties and obligations hereunder. ProLogis
agrees to pay any successor Collateral Agent reasonable and customary fees for serving as
Collateral Agent hereunder (subject, so long as the Trigger Date has not occurred, to approval of
the amount of such fees by ProLogis (such approval not to be unreasonably withheld)).



     (i) Any Person: (i) into which Collateral Agent may be merged or consolidated or (ii) that
may result from any merger, conversion or consolidation to which Collateral Agent shall be a party
shall (if Collateral Agent is not the surviving entity) be the successor of Collateral Agent
without the execution or filing of any instrument or any further act on the part of any of the
parties hereto.



24                Amended and Restated Security Agency Agreement




 









 





     (j) In no event shall Collateral Agent or any other Credit Party be liable or responsible for
any funds or investments of funds held by ProLogis or any other Obligor.



     (k) With respect to its share of the Credit Obligations, Bank of America (and any Person
acting as successor Collateral Agent) and its Affiliates shall have and may exercise the same
rights and powers hereunder as, and are subject to the same obligations and liabilities as and to
the extent set forth herein for, any other Credit Party, all as if Bank of America (or such
successor) were not Collateral Agent. The terms “Credit Parties” or “Global Lenders” or any
similar term shall, unless the context clearly otherwise indicates, include Bank of America (and
any Person acting as successor Collateral Agent) or any Affiliate thereof in its individual
capacity as a Credit Party or Global Lender. Bank of America (and any Person acting as successor
Collateral Agent) and its Affiliates may lend money to, and generally engage in any kind of
business with, any Obligor as if Bank of America (or such successor) were not acting as Collateral
Agent and without any duty to account therefor to the Credit Parties. Without limiting the
foregoing, each Credit Party acknowledges that (i) Bank of America is both a Global Lender and
Global Administrative Agent under the Global Credit Agreement and Collateral Agent under the
Security Documents and (ii) Bank of America (and any Person acting as successor Collateral Agent)
and its Affiliates may continue to engage in any credit decision with respect to the Global Credit
Agreement, any Hedging Agreement under which Bank of America (or such successor) or any of its
Affiliates is a counterparty or any other Financing Agreement, without any duty to account therefor
to the Credit Parties by reason of Bank of America’s (or such successor’s) role as Collateral Agent
under this Agreement.



     (l) Each Credit Party acknowledges that it has, independently and without reliance upon
Collateral Agent or any other Credit Party and based upon such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this Agreement and the
other Financing Agreements to which it is a party. Each Credit Party also acknowledges that it
will, independently and without reliance upon Collateral Agent or any other Credit Party and based
upon 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 Financing Agreements to which it is a
party.



     (m) If, with respect to any proposed action to be taken by it, Collateral Agent shall
determine in good faith that the provisions of this Agreement relating to the functions or
discretionary powers of Collateral Agent are or may be ambiguous or inconsistent, Collateral Agent
shall notify the Voting Credit Parties, identifying the proposed action and the provisions it
considers to be ambiguous or inconsistent, and may decline either to perform such function or
responsibility or to exercise such discretionary power unless it has received the written
confirmation of the Majority Credit Parties that the Majority Credit Parties concur that the action
proposed to be taken by Collateral Agent is consistent with the terms of this Agreement or is
otherwise appropriate. Collateral Agent shall be fully protected in acting or refraining from
acting upon the confirmation of the Majority Credit Parties in this respect, and such confirmation
shall be binding upon all Credit Parties, subject to Section 11(b).



     (n) Each Credit Party acknowledges that Collateral Agent shall not be required to perform any
obligation or duty other than those expressly set forth in this Agreement, and shall have no
implied duty or obligation to any Credit Party. Collateral Agent shall have no liability or
responsibility to any Credit Party for any action or omission under this Agreement to the extent
that such action or omission results from the failure of any other Credit Party to perform, in a
timely manner, its obligations under this Agreement. Notwithstanding anything to the contrary
contained in this Agreement, the time periods established for actions by Collateral Agent,
including calculations and the distribution of payments, may be extended as Collateral Agent deems
reasonably necessary to permit the making of accurate calculations and payments in accordance with
the provisions of this Agreement.



25                Amended and Restated Security Agency Agreement




 









 





SECTION 10. INVALIDATED PAYMENTS.




     If Collateral Agent or any other Credit Party receives any amount pursuant to this Agreement
that is subsequently required to be returned or repaid by Collateral Agent or such other Credit
Party to any Obligor or any Obligor’s representatives or successors in interest, whether by court
order, settlement of a claim or action seeking return or repayment of any such amount or otherwise
(a “Repayment Event”), then:




     (a) if such Repayment Event results in Collateral Agent being required to return or
repay any amount distributed by it to the other Credit Parties under this Agreement, each
Credit Party to which such amount was distributed shall, forthwith upon its receipt of a
notice thereof from Collateral Agent, pay Collateral Agent an amount equal to such Credit
Party’s ratable share (based on the amount distributed to such Credit Party) of the amount
required to be returned or repaid relating to such Repayment Event; and, if Collateral
Agent’s repayment obligation includes any amount of interest accrued on the amount
distributed by it under this Agreement, then the payment obligations of each such Credit
Party shall include a ratable share of such interest (adjusted, if necessary, to account for
the period of time such Credit Party had the proceeds of the amount required to be returned
or repaid); and




     (b) if such Repayment Event results in any Credit Party being required to return or
repay, and such Credit Party returns or repays, any material amount received by it (whether
from an Obligor, through Collateral Agent or otherwise) for its own account under this
Agreement, then Collateral Agent shall designate a date (occurring not more than 45 days
after such Repayment Event) as an Equalization Date.



SECTION 11. MISCELLANEOUS.




     (a) All notices and other communications provided for herein shall be in writing and may be
sent by overnight air courier, facsimile communication, e-mail or mail and shall be deemed to have
been given when delivered by overnight air courier, when delivered by facsimile communication or
e-mail with electronic confirmation of receipt or five (5) Business Days after deposit in the mail,
registered or certified, with postage prepaid and properly addressed. For the purposes hereof, the
address of each Party (until notice of a change thereof is delivered as provided in this Section
11(a)) shall be set forth under such Party’s name on the signature pages (including
acknowledgments) hereof. Any notice to a Representative of any Credit Party shall constitute
notice to such Credit Party.



     (b) This Agreement may be amended, modified or waived only by an instrument or instruments in
writing signed by ProLogis (unless such amendment or modification does not adversely affect the
rights, interests or obligations of any Obligor or any Noteholder; provided that after the
Trigger Date, ProLogis’ agreement to an amendment or modification shall not be required unless such
amendment or modification would adversely affect the economic, or material legal, rights, interests
or obligations of the Obligors or the Noteholders), Collateral Agent and the Majority Credit
Parties; provided that (i) subject to clause (iii) below, any amendment, modification or
waiver of Section 4(a) or (b), Section 5(a), (b), (d) or (e) or Section 6(a) or (b) must be signed
by each holder (or the Representative thereof) of Voting Obligations that is affected thereby; (ii)
any amendment, modification or waiver that would affect the rights and obligations of Collateral
Agent must be signed by Collateral Agent; and (iii) prior to the date that ProLogis files its Form
10-Q with the Securities and Exchange Commission for the fiscal quarter ended September 30, 2005,
ProLogis, Collateral Agent and Global Administrative Agent may, without the consent of any other
Credit Party (but with prompt notice to all Credit Parties other than Noteholders), amend any
provision hereof to clarify or correct such provision so long as the essential agreements set



26                Amended and Restated Security Agency Agreement




 









 




forth herein to share the Proceeds of Pledged Collateral ratably (to the extent possible)
among all Credit Parties and to share Recoveries (subject to the limitations set forth herein)
ratably (to the extent possible) among all Sharing Parties are not affected.




     (c) This Agreement shall be binding upon and inure to the benefit of (i) Collateral Agent;
(ii) each other creditor of ProLogis that (A) is eligible to become a Credit Party in accordance
with the terms hereof and (B) agrees to become a Credit Party by (I) executing and delivering a
counterpart hereof or an acknowledgment in the form of Exhibit B, (II) the execution and delivery
hereof, or of an acknowledgment in the form of Exhibit B, by a Representative thereof, or (III)
accepting any of the benefits hereof or of any Security Document; and (iii) the respective
successors and assigns of the foregoing (in each case with respect to the obligations owed to such
Credit Party that constitute Designated Senior Debt in accordance with the terms hereof). Each
transferee of any Credit Obligation shall take such Credit Obligation subject to the provisions of
this Agreement and to any waiver or consent given or other action taken or authorized hereunder by
each previous holder of such Credit Obligation prior to the receipt by Collateral Agent of written
notice of such transfer; and, except as expressly otherwise provided in such notice, Collateral
Agent shall be entitled to assume conclusively that the transferee named in such notice shall
thereafter be vested with all rights, powers and obligations as a Credit Party under this Agreement
with respect to the portion of the Credit Obligations transferred to such transferee. Without
limiting the foregoing, if any Credit Party transfers Credit Obligations to a transferee, such
transferee shall automatically assume all obligations (contingent or otherwise) hereunder of the
transferring Credit Party (and any predecessor thereof) to repay amounts paid to such transferring
Credit Party (or any such predecessor) prior to the date of such transfer, or to buy participations
or enter into other arrangements to equalize Recoveries pursuant to Sections 5 and 6, in each case
with respect to a ratable portion of the specific Credit Obligations so assigned; provided
that unless Collateral Agent consents in writing to a transfer of Credit Obligations (which consent
will not be unreasonably withheld), the transferring Credit Party shall also be obligated for such
obligations. Upon the written request of any Credit Party, Collateral Agent will provide such
Credit Party with copies of any written notices of transfer received pursuant hereto.



     (d) This Agreement shall continue to be effective among the Credit Parties even though a case
or proceeding under any bankruptcy or insolvency law or any proceeding in the nature of a
receivership, whether or not under any bankruptcy or insolvency law, shall be instituted with
respect to any Obligor, or any portion of the property or assets of any Obligor, and all actions
taken by the Credit Parties with regard to such proceeding shall be by the Majority Credit Parties;
provided that nothing herein shall be interpreted to preclude any Credit Party from filing
a proof of claim with respect to its Credit Obligations or from casting its vote, or abstaining
from voting, for or against confirmation of a plan of reorganization in a case of bankruptcy,
insolvency or similar law in its sole discretion.



     (e) Each Credit Party agrees to do such further acts and things and to execute and deliver
such additional agreements (including participation agreements), powers and instruments as any
other Credit Party may reasonably request to carry into effect the terms, provisions and purposes
of this Agreement or to better assure and confirm unto such other Credit Party hereto its
respective rights, powers and remedies hereunder; provided that the failure of any Credit
Party to execute or deliver any such agreement, power or instrument shall not affect the validity
or effectiveness of any provision of this Agreement.



     (f) This Agreement may be executed in any number of counterparts, all of which taken together
shall constitute one and the same instrument, and any of the parties hereto may execute this
Agreement by signing any such counterpart. Electronic submission of the signature of any party on
any counterpart shall be effective as the signature of such party for purposes of the effectiveness
of this Agreement.



27                Amended and Restated Security Agency Agreement




 









 





     (g) If any Credit Party fails to make available to Collateral Agent (or, if applicable, any
Selling Credit Party) any amount payable by such Credit Party on the date such amount is due
hereunder, then interest shall accrue on such amount at the Overnight Rate from such due date to
the date on which (i) such Credit Party pays such amount and all such accrued and unpaid interest
thereon to Collateral Agent (or the applicable Selling Credit Party) and/or (ii) Collateral Agent
(individually or on behalf of the applicable Selling Credit Party) makes a payment to such Credit
Party pursuant to Section 4, 5 or 6 that is net of such amount and all such accrued and unpaid
interest thereon. Without limiting the foregoing, (x) if any Credit Party fails to promptly pay to
Collateral Agent any amount that is payable by such Credit Party to Collateral Agent under this
Agreement, Collateral Agent may deduct such amount from any amount payable thereafter to such
Credit Party under this Agreement, and (y) if any Credit Party fails to make any payment or
purchase any participation required to be made or purchased by such Credit Party hereunder,
including payments and purchases required under Section 4 or 5, then no other Credit Party shall
have any liability, obligation or responsibility with respect to such non-payment.



     (h) Notwithstanding any other provision of this Agreement, no Credit Party that contests,
directly or indirectly, the validity or enforceability of this Agreement or any provision hereof
shall be entitled to receive any payment or other distribution pursuant to Section 4, 5 or 6 or to
receive any other benefit hereunder (and the Credit Obligations of such Credit Party shall be
excluded from all calculations hereunder).



     (i) This Agreement shall become effective immediately upon execution by the initial parties
hereto and shall continue in full force and effect until one year following the date upon which all
Credit Obligations are irrevocably paid in full and all commitments to create Credit Obligations
have been terminated.



     (j) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.



     (k) Headings of sections of this Agreement have been included herein for convenience only and
should not be considered in interpreting this Agreement.



     (l) Nothing in this Agreement, the Guaranties or the Security Documents, expressed or implied,
is intended or shall be construed to confer upon or give to any Person, other than the Credit
Parties and, to the extent expressly set forth herein, ProLogis, any right, remedy or claim under
or by reason of any such agreement or any covenant, condition or stipulation herein or therein
contained.



     (m) If any provision in or obligation under this Agreement shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not
in any way be affected or impaired thereby.



     (n) ProLogis agrees to promptly deliver to Collateral Agent any amendment, modification or
supplement to any Financing Agreement.



     (o) This Agreement amends and restates in its entirety the Original Agreement.



     (p) EACH PARTY (AND, BY ACCEPTING THE BENEFITS HEREOF, EACH OTHER CREDIT PARTY) IRREVOCABLY
AND UNCONDITIONALLY (I) SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF
THE COURTS OF THE STATE OF



28                Amended and Restated Security Agency Agreement




 









 




NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN
DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT IN SUCH
ACTION OR PROCEEDING; (II) AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY
BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, IN SUCH FEDERAL COURT, (III) WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY COURT REFERRED TO ABOVE, (IV)
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO
THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT AND (V) AGREES THAT A FINAL JUDGMENT
IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY
SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL
AFFECT ANY RIGHT THAT A CREDIT PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING
TO THE CREDIT OBLIGATIONS AGAINST ANY BORROWER, ANY GUARANTOR UNDER A GUARANTY, OR ANY OTHER PERSON
TO COLLECT, PRESERVE, OR ENFORCE CREDIT OBLIGATIONS, OR AGAINST ITS OR THEIR PROPERTIES, IN THE
COURTS OF ANY JURISDICTION.




     (q) EACH PARTY (AND, BY ACCEPTING THE BENEFITS HEREOF, EACH OTHER CREDIT PARTY) IRREVOCABLY
AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY
HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY
OTHER THEORY). EACH PARTY (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS CLAUSE (q).



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




29                Amended and Restated Security Agency Agreement




 









 





     IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed and
delivered by their respective officers thereunto duly authorized as of the date first above
written.



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

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

	 	 	 	 
	 

	 	 	 	Will T. Bowers, Jr.
	 

	 	 	 	Principal






	 	 	 
	 

	 	Bank of America, N.A.
	 

	 	901 Main Street, 64th Floor
	 

	 	P.O. Box 831000
	 

	 	Dallas, Texas 75283-1000
	 

	 	Attention: Will T. Bowers, Jr.
	 

	 	Facsimile: (214) 209-0085






	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as Collateral Agent
	 
	 	 	 	 
	 

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

	 	 	 	 
	 

	 	 	 	Will T. Bowers, Jr.
	 

	 	 	 	Principal






	 	 	 
	 

	 	Bank of America, N.A.
	 

	 	901 Main Street, 64th Floor
	 

	 	P.O. Box 831000
	 

	 	Dallas, Texas 75283-1000
	 

	 	Attention: Will T. Bowers, Jr.
	 

	 	Facsimile: (214) 209-0085






Signature Page to Amended and Restated Security Agency Agreement




 









 





Acknowledged and agreed:




PROLOGIS, a Maryland real estate investment trust




	 	 	 	 
	By:

	 	/s/ M. Gordon Keiser, Jr.	 
	 

	 	M. Gordon Keiser, Jr.	 
	 

	 	Senior Vice President and Treasurer	 






14100 East 35th Place

Aurora, Colorado 80011

Attention:       Mr. M. Gordon Keiser, Jr.

Facsimile:       (303) 375-8581




Signature Page to Amended and Restated Security Agency Agreement




 









 








SCHEDULE 1




CREDIT AGREEMENTS




     The Multi-Currency Revolving Facility Agreement dated August 7, 2003 by and among PLD Europe
Finance B.V. and ProLogis UK Funding B.V., as original borrower, ProLogis, as Parent, the
guarantors named therein, ABN AMRO Bank N.V., as Facility Agent, and various lenders.



     The Revolving Credit Facility Agreement dated August 5, 2003 by and among ProLogis Japan
Finance Incorporated, as original borrower, certain additional borrowers, ProLogis, as guarantor,
Sumitomo Mitsui Banking Corporation, as Agent, and various lenders.



     The Credit Agreement dated November 18, 2004 by and among the borrowers named therein,
ProLogis, as guarantor, Bank of America, acting through its Canadian branch, as Administrative
Agent, and various lenders named therein.



     The Credit Agreement (Multi-Year) dated November 8, 2002 by and among ProLogis, as a borrower
and guarantor, the other borrowers named therein, Bank of America, as Administrative Agent, and
various lenders.



     The Credit Agreement (364-Day) dated November 8, 2002 by and among ProLogis, as borrower and
guarantor, the other borrowers named therein, Bank of America, as Administrative Agent, and various
lenders.



     The Credit Agreement dated June 29, 2005 by and among ProLogis Macquarie Fund, as borrower,
ProLogis, as guarantor, Bank of America, as Administrative Agent, and various lenders.




 









 








SCHEDULE 2




EXISTING OTHER DESIGNATED SENIOR DEBT




     (1) Indebtedness of ProLogis under the Indenture dated as of March 1, 1995 between ProLogis
(then known as Security Capital Industrial Trust) and US Bank Trust National Association (as
successor to State Street Bank and Trust Company), as trustee.*



     (2) Indebtedness of ProLogis under the Note Purchase Agreement dated as of November 15, 1997
between ProLogis (as successor by merger to Meridian Industrial Trust, Inc.) and each of the
Holders referred to therein.



     (3) Indebtedness of ProLogis under the Trust Deed dated as of April 13, 2004 among PLD
International Finance LLC, ProLogis and ABN AMRO Trustees Limited, as Trustee, pursuant to which
PLD International Finance LLC issued €350,000,000 of 4.375% Notes due 2011.*



     (4) Indebtedness of ProLogis under a guaranty of the obligations of ProLogis UK Financial
Services Limited under the Agreement dated July 15, 2005 between The Royal Bank of Scotland plc and
ProLogis UK Financial Services Limited relating to a credit facility in the original principal
amount of £75,500,000 for the issuance of bonds in connection with the development known as
Dartford Bridge in Dartford, England.



     (5) Indebtedness of ProLogis under a guaranty of the obligations of ProLogis UK Financial
Services Limited under the Agreement dated March 31, 2005 between The Royal Bank of Scotland plc
and ProLogis UK Financial Services Limited relating to certain performance bonds and other credit
extensions.



* Indicates that such Financing Agreement is a Note Agreement.




 









 








SCHEDULE 3




SECURITY DOCUMENTS



1. Second Amended and Restated Borrower Pledge Agreement dated as of October 6, 2005 executed by
ProLogis and Collateral Agent.



2. Separate Subsidiary Pledge Agreements dated as of October 6, 2005 executed by Collateral Agent
and each of ProLogis Japan Finance Incorporated, ProLogis Japan Incorporated, ProLogis Development
Services Incorporated, ProLogis Management Incorporated, ProLogis-North Carolina (2) Incorporated,
ProLogis-Monterrey (1) LLC, ProLogis-Monterrey (2) LLC, ProLogis-Reynosa (1) LLC, ProLogis-Reynosa
(2) LLC, ProLogis KK and ProLogis China Holding II Srl.



3. Pledge of Intercompany Receivables dated as of October 6, 2005 executed by PLD Europe Finance
B.V., ProLogis UK Funding B.V., ProLogis UK Finding II B.V., and Collateral Agent.




 









 





EXHIBIT A




NOTICE OF DESIGNATED SENIOR DEBT




Date:                                         ,                     




     Please refer to the Amended and Restated Security Agency Agreement dated as of October 6,
2005 (the “Security Agency Agreement”; capitalized terms used but not defined herein have the
respective meanings set forth in the Security Agency Agreement) among Bank of America, N.A., as
Global Administrative Agent, certain other creditors of ProLogis (or their representatives) and
Bank of America, N.A., as Collateral Agent.



     By executing and delivering this Notice of Designated Senior Debt pursuant to Section 8(a) of
the Security Agency Agreement, ProLogis designates the agreement described below as Other DS Debt
(the “Additional DS Debt”).



     AGREEMENT:



     The Additional DS Debt shall be subject to the terms and provisions of the Security Agency
Agreement until [SPECIFY CIRCUMSTANCES UNDER WHICH PROLOGIS MAY REVOKE DESIGNATION DESCRIBED
ABOVE]. The obligations in respect of the Additional DS Debt [do not] constitute Voting
Obligations under the Security Agency Agreement. The holders of the Additional DS Debt are [not]
Noteholders. The Representative of such holders, which shall [not] become a Party, is [                    ]
and the administrative details for such Representative are as follows:



	 	 	 	 	 
	 

	 	          [Name]	 	 
	 

	 	[Address]	 	 
	 

	 	Attention:
	 	[                    ]
	 

	 	Facsimile: [                    ]	 	 






Exhibit A to Amended and Restated Security Agency Agreement




 









 








EXHIBIT B




ACKNOWLEDGEMENT




Date:                                         ,                     




     Please refer to the Amended and Restated Security Agency Agreement dated as of October 6,
2005 (the “Security Agency Agreement;” capitalized terms used but not defined herein have the
respective meanings set forth in the Security Agency Agreement) among Bank of America, N.A., as
Global Administrative Agent, certain other creditors of ProLogis (or their representatives) and
Bank of America, N.A., as Collateral Agent.



     By executing and delivering this Acknowledgment, the undersigned[, as
[agent/trustee/representative] for the holders] [the holder] of the Other DS Debt described on
Attachment 1 hereto, agrees[, on its behalf and on behalf of such holders,] to be bound by
all the terms and provisions of the Security Agency Agreement and acknowledges that (a) the
obligations in respect to Other DS Debt shall constitute Voting Obligations under the Security
Agency Agreement and (b) the undersigned in its capacity as agent/trustee/representative] shall
become a Party to the Security Agency Agreement and shall be [the Representative of the holders of
such Other DS Debt] [its own Representative]. The address set out under the signature of the
undersigned below shall constitute its address for the purposes of Section II(a) of the Security
Agency Agreement until changed in accordance therewith.



     This Acknowledgment shall be construed in accordance with and governed by the laws of the
State of New York applicable to contracts made and to be performed entirely within such State.



	 	 	 	 	 
	 	 	[NAME][, as Agent] [Trustee] [duly authorized

representative]
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:                                                                                
	 

	 	 	 	Title:                                                                                






	 	 	 	 	 
	 

	 	Address:	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 
	 

	 	Facsimile:                                                            	 	 






Exhibit B to Amended and Restated Security Agency Agreement




 









 








EXHIBIT C




NOTEHOLDER REPRESENTATIVE NOTICE




[DATE]




	 	 	 
	TO:

	 	The financial institutions party to the
	 

	 	[DESCRIBE OTHER DSD
	 

	 	AGREEMENT] (each a “Holder”)
	 

	 	[C/O [REPRESENTATIVE NAME]]
	 

	 	[REPRESENTATIVE ADDRESS]






     Please refer to Section 8(c) of the Amended and Restated Security Agency Agreement dated as of
October 6, 2005 (as amended or otherwise modified, the “Security Agency Agreement”) among Bank of
America, N.A., as Global Administrative Agent, certain other creditors of ProLogis and Bank of
America, N.A., as Collateral Agent. Capitalized terms used but not defined herein have the
respective meanings set forth in the Security Agency Agreement.



     Collateral Agent notifies you that (a) the Trigger Date occurred on ___, 20{___] and (b)
unless Collateral Agent receives an executed acknowledgment from you in the form attached hereto as
Attachment 1 (with appropriate insertions) on or prior to ___, 20{___] [120 DAYS
AFTER DATE OF NOTICE], (a) the obligations owing to the Holders shall not be Shared Credit
Obligations and (b) the Holders shall be Non-Sharing Credit Parties.



	 	 	 
	 

	 	BANK OF AMERICA, N.A., as Collateral Agent
	 
	 	 
	 

	 	By:                                                                                                    
	 

	 	Name:                                                                                                    
	 

	 	Title:                                                                                                    






Exhibit C to Amended and Restated Security Agency Agreement




 









 








ATTACHMENT 1

TO EXHIBIT C




FORM OF REPRESENTATIVE ACKNOWLEDGMENT




[DATE]




	 	 	 
	TO:

	 	Bank of America, N.A., as Collateral Agent
	 

	 	[Address]
	 

	 	Attention:                                         
	 

	 	Facsimile:                                         






     Please refer to Section 8(c) of the Amended and Restated Security Agency Agreement dated as of
October 6, 2005 (as amended or otherwise modified, the “Security Agency Agreement”) among Bank of
America, N.A., as Global Administrative Agent, certain other creditors of ProLogis and Bank of
America, N.A., as Collateral Agent. Capitalized terms used but not defined herein have the
respective meanings set forth in the Security Agency Agreement.



     The undersigned acting in its capacity as the Representative of the holders (the “Holders”) of
the Other DS Debt arising under the [DESCRIBE AGREEMENT] (the “Other DSD Agreement”), agrees as
follows:



     [(a) to become a Noteholder on the date hereof;



     (b) to be subject to all obligations applicable to Credit Parties under the Security Agency
Agreement (including Sections 2, 5, 6 and 9 thereof, provided that [the] [such] Holder
shall only be obligated to indemnify Collateral Agent pursuant to Section 9(c) of the Security
Agency Agreement for losses, costs, expenses and liabilities of Collateral Agent arising on or
after the Trigger Date); and



     (c) to receive payments of Proceeds arising [on and] after the Trigger Date pursuant to
Section 4 of the Security Agency Agreement and to immediately deliver all Proceeds received by
[such] [the] Holder after the Trigger Date to Collateral Agent to be distributed by Collateral
Agent in accordance with the terms of the Security Agency Agreement].



	 	 	 
	 

	 	[                                                                                ], as

[                                        ]
	 
	 	 
	 

	 	By:                                                                                                    
	 

	 	Name:                                                                                                    
	 

	 	Title:                                                                                                    






Attachment 1 to Exhibit C to Amended and 
Restated Security Agency Agreement