exv4w2






Exhibit 4.2




Chief Executive Officer’s Certificate




     The undersigned, on behalf of ProLogis (the “Company”), acting pursuant to resolutions
adopted by the Pricing Committee of the Board of Trustees (the “Board”) of the Company on
August 11, 2009, hereby establishes a series of Debt Securities by means of this Chief Executive
Officer’s Certificate in accordance with the Indenture, dated as of March 1, 1995 (the “Base
Indenture,” and as supplemented by the First Supplemental Indenture thereto, the Second
Supplemental Indenture thereto, the Third Supplemental Indenture thereto, the Fourth Supplemental
Indenture thereto, the Fifth Supplemental Indenture thereto, the Sixth Supplemental Indenture
thereto, the Seventh Supplemental Indenture thereto and the Eighth Supplemental Indenture thereto,
the “Indenture”), between the Company and U.S. Bank National Association (successor in
interest to State Street Bank and Trust Company), as trustee (the “Trustee”). Capitalized
terms used but not defined in this Chief Executive Officer’s Certificate shall have the meanings
ascribed to them in the Indenture.



7.625% Notes due 2014 




     1. The series shall be entitled the “7.625% Notes due 2014” (the “Notes”).



     2. The Notes initially shall be limited to an aggregate principal amount of $350,000,000
(except in each case for Notes authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Notes of or within the Series pursuant to Section 304, 305, 306,
906, 1107 or 1305 of the Indenture); provided, the Company may increase such aggregate principal
amount upon the action of the Board to do so from time to time.



     3. The Notes shall bear interest at the rate of 7.625% per annum. The aggregate principal
amount of the Notes is payable at maturity on August 15, 2014. The interest on this Series shall
accrue from August 14, 2009 or from the most recent Interest Payment Date (as defined below) to
which interest has been paid or duly provided for. Interest on the Notes will be payable
semi-annually on February 15 and August 15 of each year (each an “Interest Payment Date”),
commencing on February 15, 2010. Interest shall be paid to persons in whose names the Notes are
registered on the February 1 and August 1 preceding the Interest Payment Date (each a “Regular
Record Date”).



     4. Payment of the principal of and interest, if any, on the Notes (or Make-Whole Amount, if
applicable) will be made, the Notes may be surrendered for registration of transfer or exchange and
notices or demands to or upon the Company in respect of the Notes and the Indenture may be served,
at the office or agency of the Company maintained for that purpose in the Borough of Manhattan,
City of New York and the office of the Trustee, initially located at 180 E. Fifth Street, 4th
Floor, St. Paul, Minnesota 55101, Attention: Corporate Trust Division.



     5. The Notes may be redeemed in whole at any time or in part from time to time, at the option
of the Company, upon notice of not more than 60 nor less than 30 days prior to the Redemption Date,
at a redemption price (the “Make-Whole Amount”) equal to the greater of




	 	(1)	 	100% of the principal amount of the Notes to be redeemed; or




 









 






	 	(2)	 	the sum of the present values of the remaining scheduled payments of principal
and interest on the Notes to be redeemed (exclusive of interest accrued to the
Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus
50 basis points.





     In each case the Company will pay accrued and unpaid interest on the principal amount being
redeemed to the Redemption Date.



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


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


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


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


          “Reference Treasury Dealer” means each of J.P. Morgan Securities Inc., Barclays Capital Inc.,
Morgan Stanley & Co. Incorporated and RBS Securities Inc., and their successors, and one other firm
that is a primary U.S. Government securities dealer (each a “Primary Treasury Dealer”)
which the Company specifies from time to time; provided, however, that if any of them ceases to be
a Primary Treasury Dealer, the Company shall substitute another Primary Treasury Dealer.


          “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City
time, on the third business day preceding such Redemption Date.


          “Treasury Rate” means, with respect to any Redemption Date, the rate per year equal to: (1)
the yield, under the heading which represents the average for the immediately preceding week,
appearing in the most recently published statistical release designated
“H.15(519)” or any successor publication which is published weekly by the Board of Governors
of the Federal Reserve System and which establishes yields on actively traded United States
Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities”,
for the maturity corresponding to the Comparable
Treasury Issue; provided that, if no maturity is
within three months before or after the Remaining Life of the Notes to be redeemed, yields for the
two published maturities most closely corresponding to the Comparable



 









 








Treasury Issue shall be
determined and the Treasury Rate shall be interpolated or extrapolated from those yields on a
straight line basis, rounding to the nearest month; or (2) if such release (or any successor
release) is not published during the week preceding the calculation date or does not contain such
yields, the rate per year equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption
Date. The Treasury Rate shall be calculated on the third business day preceding the Redemption
Date.




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



     7. The Notes are issuable only in registered form without coupons in denominations of $1,000
and any integral multiple of $1,000 in excess thereof.



     8. The Security Registrar and Paying Agent for the Notes shall be the Trustee.



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



     10. The Notes shall be denominated in and principal of or interest on the Notes (or Make-Whole
Amount, if applicable) shall be payable in such coin or currency of the United States of America as
at the time of payment is legal tender for payment of public and private debts.



     11. Except as provided in paragraph 5 of this Chief Executive Officer’s Certificate the amount
of payments of principal of or interest on the Notes (or Make-Whole Amount, if applicable) shall
not be determined with reference to an index or formula.



     12. None of the principal of or interest on the Notes (or Make-Whole Amount, if applicable)
will be payable at the election of the Company or a Holder thereof in a currency or currencies,
currency unit or units or composite currency or currencies other than that in which the Notes are
denominated or stated to be payable.



     13. Except as set forth in the Indenture or the Trust Indenture Act of 1939, the Notes shall
not contain any provisions granting special rights to the Holders of Notes upon the occurrence of
specified events.



     14. The Notes shall not contain any deletions from, modifications of or additions to the
Events of Default or covenants of the Company contained in the Indenture (as supplemented through
the Eighth Supplemental Indenture).



     15. The Notes shall be issued in the form of permanent global Securities as set forth in
Section 305 of the Indenture.



     16. The Notes will not be issued in the form of Bearer Securities or temporary global
Securities.



 









 





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



     18. The Notes will not be issued upon the exercise of debt warrants.



     19. The Notes shall not provide for the payment of Additional Amounts.



     20. The other terms and conditions of the Notes shall be substantially as set forth in the
Indenture, in the Prospectus Supplement dated August 11, 2009 and in the Prospectus dated March 10,
2009 relating to the Notes.



     The undersigned approves in all respects the terms and conditions of the Underwriting
Agreement, dated August 11, 2009, entered into by and among J.P. Morgan Securities Inc., Barclays
Capital Inc., Morgan Stanley & Co. Incorporated and RBS Securities Inc., as representatives of the
underwriters named in Schedule A thereto.



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Dated: August 14, 2009




	 	 	 	 	 
	 	PROLOGIS

 	 
	 	By:  	/s/ Walter C. Rakowich
 	 
	 	 	Walter C. Rakowich 	 
	 	 	Chief Executive Officer 	 
	 
	 	 	 
	 	By:  	                            /s/ Edward S. Nekritz
 	 
	 	 	Edward S. Nekritz 	 
	 	 	Secretary