exv10w1






Exhibit 10.1





 

 






U.S. $3,656,530,220 EQUIVALENT




THIRD AMENDMENT TO




GLOBAL SENIOR CREDIT AGREEMENT




Dated as of August 21, 2009




among




PROLOGIS and




CERTAIN AFFILIATE BORROWERS,

as Borrowers,




BANK OF AMERICA, N.A.,

as Global Administrative Agent, Collateral Agent, U.S. Funding Agent, U.S. Swing Line Lender,

and a U.S. L/C Issuer,




BANK OF AMERICA, N.A.,

acting through its Canada branch, as Canadian Funding Agent and a Canadian L/C Issuer,




ABN AMRO BANK N.V.,

as Euro Funding Agent, Euro Swing Line Lender, and a Euro L/C Issuer,




SUMITOMO MITSUI BANKING CORPORATION,

as a Global Co-Syndication Agent, Yen Funding Agent, KRW Funding Agent,

and a Yen L/C Issuer,




THE ROYAL BANK OF SCOTLAND PLC and JPMORGAN CHASE BANK, N.A.,

as Global Co-Syndication Agents,




and




The Other Lenders Party Hereto




BANC OF AMERICA SECURITIES LLC, RBS SECURITIES INC.,

SUMITOMO MITSUI BANKING CORPORATION,




and




J.P. MORGAN SECURITIES INC.

as Global Lead Arrangers and Global Book Runners




 

 






 









 












THIRD AMENDMENT TO

GLOBAL SENIOR CREDIT AGREEMENT




     THIS THIRD AMENDMENT TO GLOBAL SENIOR CREDIT AGREEMENT (this “Amendment”) is entered into as
of August 21, 2009 among PROLOGIS, a Maryland real estate investment trust (“ProLogis”), the other
Loan Parties listed on the signature pages hereof, the undersigned Lenders, BANK OF AMERICA, N.A.,
as Global Administrative Agent, Collateral Agent, U.S. Funding Agent, U.S. Swing Line Lender, and a
U.S. L/C Issuer, BANK OF AMERICA, N.A., acting through its Canada branch, as Canadian Funding Agent
and a Canadian L/C Issuer, THE ROYAL BANK OF SCOTLAND PLC (successor to ABN AMRO Bank N.V.), as a
Global Co-Syndication Agent, ABN AMRO BANK, N.V., as Euro Funding Agent, Euro Swing Line Lender,
and a Euro L/C Issuer, and SUMITOMO MITSUI BANKING CORPORATION, as a Global Co-Syndication Agent,
Yen Funding Agent, KRW Funding Agent, and a Yen L/C Issuer.



R E C I T A L S





	A.	 	Reference is hereby made to that certain Global Senior Credit Agreement dated as of October
6, 2005, executed by ProLogis, the other Borrowers, and the Credit Parties (as amended prior
to the date hereof, the “Credit Agreement”).
	 
	B.	 	Capitalized terms used herein shall, unless otherwise indicated, have the respective meanings
set forth in the Credit Agreement, as amended hereby.
	 
	C.	 	Borrowers and Credit Parties desire to amend certain provisions contained in the Credit
Agreement, in each case subject to the terms and conditions set forth herein.





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


1. Amendments to the Credit Agreement. The Credit Agreement (including the Exhibits and
Schedules) is hereby amended in its entirety in the form of Exhibit A attached hereto.



2. Amendments of Credit Agreement and Other Loan Documents.




     (a) All references in the Loan Documents to the Credit Agreement shall henceforth be
references to the Credit Agreement as modified and amended by this Amendment, and as may, from time
to time, be further modified, amended, restated, extended, renewed, and/or increased.



     (b) All of the terms and provisions of the Loan Documents are hereby amended and modified
wherever necessary, even though not specifically addressed herein, so as to conform to the
amendments and modifications set forth herein.



     (c) Section 2(b) of the Pledge Agreement executed by ProLogis is hereby amended in its
entirety to read as follows:



ProLogis Global Third Amendment







 









 









(b) (i) all supporting obligations for the Pledged Debt and (ii) all
security for the Pledged Debt, including, without limitation, all equity
interests, investment property, general intangibles and other assets or
property securing such Pledged Debt;


3. Extension Option. Each Lender identified as a Lender or Fronting Lender on Schedule 2.1-2 and
Schedule 2.2-2, as applicable, to the Credit Agreement as amended hereby agrees, subject to the
terms and conditions of the Credit Agreement, as amended hereby, to extend its obligations and
Commitments under the applicable Tranches and/or Fronting Commitments (with respect to a Fronting
Lender) in the amounts set forth on Schedule 2.1-2 and Schedule 2.2-2, as applicable, from the
Initial Maturity Date until the Extended Maturity Date (as defined in the Credit Agreement, as
amended hereby). Each such consent shall be irrevocable and binding on such Lender and its
successors and permitted assigns.



4. Ratifications. Each Borrower (including ProLogis in its capacities as a Guarantor under
the Parent Guaranty and a Pledgor under the Pledge Agreement executed by ProLogis) (a) ratifies and
confirms all provisions of the Loan Documents to which it is a party as amended by this Amendment
and (b) confirms that no guaranty or Lien granted, conveyed, or assigned by such Borrower to any of
the Credit Parties under the Loan Documents is released, reduced, or otherwise adversely affected
by this Amendment and that each such guaranty or Lien continues to guarantee and secure full
payment and performance of the present and future Obligations of Borrowers as set forth under the
Loan Documents.



5. Representations. Each Borrower represents and warrants to the Credit Parties that as of
the date of this Amendment: (a) this Amendment has been duly authorized, executed, and delivered by
such Borrower; (b) no action of, or filing with, any Governmental Authority is required to
authorize, or is otherwise required in connection with, the execution, delivery, and performance by
such Borrower of this Amendment; (c) the Loan Documents to which such Borrower is a party, as
amended by this Amendment, are valid and binding upon such Borrower and are enforceable against
such Borrower in accordance with their respective terms, except as limited by Debtor Relief Laws
and general principles of equity; (d) the execution, delivery, and performance by such Borrower of
this Amendment do not require the consent of any other Person and do not and will not constitute a
violation of any Law, order of any Governmental Authority, or material agreement to which such
Borrower is a party or by which such Borrower is bound; (e) all representations and warranties of
such Borrower in the Loan Documents to which such Borrower is a party, as amended by this
Amendment, are true and correct in all material respects on and as of the date of this Amendment,
except to the extent that (i) any of them speaks to a different specific date or (ii) the facts on
which any of them was based have been changed by transactions contemplated or permitted by the
Credit Agreement; and (f) both before and after giving effect to this Amendment, no Default exists.



6. Termination of Term Loan. ProLogis notifies Bank of America, as Administrative Agent
under the Senior Credit Agreement dated February 8, 2007, among ProLogis and certain affiliates, as
borrowers, Bank of America, N.A., as Administrative Agent, and the lenders named therein (the
“Senior Loan Agreement”), that, effective automatically as of the Amendment Effective Date,
Prologis irrevocably terminates the Aggregate Commitments (as defined in the Senior Loan
Agreement). Each Lender under the Credit Agreement that is a Lender under the




ProLogis Global Third Amendment




2









 







Senior Loan Agreement hereby waives any requirement set forth in Section 3.2.2 of the Senior
Loan Agreement that ProLogis provide prior notice of the termination of the Aggregate Commitments
thereunder.



7. Conditions. This Amendment shall be effective on the date that each of the following
conditions is satisfied (the “Amendment Effective Date”):




     (a) this Amendment is executed by each Borrower, Global Administrative Agent, the Required
Lenders, the Funding Agents, the L/C Issuers, and the Swing Line Lenders;



     (b) an Amendment and Supplement No. 1 to the Security Agency Agreement (the “SAA Amendment”),
substantially in the form of Exhibit B hereto, has been executed and delivered by all parties
thereto;



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



     (d) there shall not have been any event or circumstance since the date of the Audited
Financial Statements that has had or would be reasonably expected to have, either individually or
in the aggregate, a Material Adverse Effect;



     (e) Global Administrative Agent has received such certificates of resolutions or other action
from each Loan Party as Global Administrative Agent may reasonably require to evidence the
authority of such Loan Party to execute and deliver this Amendment;



     (f) Global Administrative Agent has received favorable opinion letters from counsel to the
Loan Parties, addressed to the Credit Parties, as to such matters concerning the Loan Parties and
this Amendment as Global Administrative Agent may reasonably request;



     (g) all fees required to be paid on or before the Amendment Effective Date shall have been
paid;



     (h) Global Administrative Agent has received evidence that all “Obligations” (as defined in
the Senior Loan Agreement), other than contingent indemnification obligations that will survive the
termination of the Senior Loan Agreement, have been or concurrently with the effectiveness hereof
will be paid in full in cash;



     (i) contemporaneously with the execution hereof, the Master Assignments and Assumptions
attached hereto as Exhibit C with respect to various assignments under the U.S. Tranche, the
Canadian Tranche and the Euro Tranche are duly executed and delivered by all the parties thereto;
and



     (j) both before and after giving effect to this Amendment, no Default exists.


8. Continued Effect. Except to the extent amended hereby, all terms, provisions, and
conditions of the Credit Agreement and the other Loan Documents, and all documents executed




ProLogis Global Third Amendment





3









 







in
connection therewith, shall continue in full force and effect and shall remain enforceable and
binding in accordance with their respective terms, subject to Debtor Relief Laws and general
principles of equity.



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



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



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



12. Authorization. Each Credit Party that is a signatory to this Amendment authorizes and
directs Bank of America, in its capacity as Global Administrative Agent (acting on behalf of such
Credit Party) and in its capacity as Collateral Agent, to execute and deliver the SAA Amendment
concurrently with the effectiveness of this Amendment.




[Remainder of Page Intentionally Left Blank;

Signature Pages to Follow.]




ProLogis Global Third Amendment






4









 








Executed as of the date first written above.




US BORROWER SIGNATURES




PROLOGIS, a Maryland real estate investment trust




PLD INTERNATIONAL INCORPORATED,

a Delaware corporation




PLD INTERNATIONAL FINANCE LLC,

a Delaware limited liability company




PROLOGIS JAPAN FINANCE INCORPORATED,

a Delaware corporation




PROLOGIS CANADA INVESTMENT 11 TRUST,

a Maryland business trust




PROLOGIS CANADA INVESTMENT 12 TRUST,

a Maryland business trust




PROLOGIS CANADA INVESTMENT 13 TRUST,

a Maryland business trust




PROLOGIS CANADA INVESTMENT 14 TRUST,

a Maryland business trust




PROLOGIS CANADA INVESTMENT 15 TRUST,

a Maryland business trust




PROLOGIS CANADA INVESTMENT 16 TRUST,

a Maryland business trust




PROLOGIS LOGISTICS SERVICES

INCORPORATED, a Delaware corporation




PROLOGIS FINANCE LLC, a Delaware limited liability

company, by ProLogis, a Maryland real estate investment

trust its managing member




PROLOGIS FINANCE-PALMTREE LLC,

a Delaware limited liability company, by ProLogis, a

Maryland real estate investment trust its managing member




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



Signature Page to

Third Amendment to ProLogis Global Senior Credit Agreement





 









 








Executed as of the date first written above.




US BORROWER SIGNATURES (CONT’D)




PLD EUROPE FINANCE B.V.,

a Netherlands private company with limited liability




PROLOGIS UK FUNDING II B.V.,

a Netherlands private company with limited liability




	 	 	 	 	 
	 	By:  	               /s/ Peter Ruijgrok
 	 
	 	 	Name:  	ProLogis Directorship II B.V. 
	 
	 	 	      In turn represented by Peter Ruijgrok	 
	 	 	Title:  	
Managing Director 	 
	 



Signature Page to

Third Amendment to ProLogis Global Senior Credit Agreement




 









 








Executed as of the date first written above.




CANADIAN BORROWER SIGNATURES




PROLOGIS CANADA INVESTMENT 3 TRUST,

a Maryland business trust




PROLOGIS CANADA INVESTMENT 6 TRUST,

a Maryland business trust




PROLOGIS CANADA INVESTMENT 8 TRUST,

a Maryland business trust




PROLOGIS CANADA INVESTMENT 9 TRUST,

a Maryland business trust




PROLOGIS CANADA INVESTMENT 10 TRUST,

a Maryland business trust




PROLOGIS CANADA INVESTMENT 11 TRUST,

a Maryland business trust




PROLOGIS CANADA INVESTMENT 12 TRUST,

a Maryland business trust




PROLOGIS CANADA INVESTMENT 13 TRUST,

a Maryland business trust




PROLOGIS CANADA INVESTMENT 14 TRUST,

a Maryland business trust




PROLOGIS CANADA INVESTMENT 15 TRUST,

a Maryland business trust




PROLOGIS CANADA INVESTMENT 16 TRUST,

a Maryland business trust




PROLOGIS FINANCE LLC, a Delaware limited liability

company, by ProLogis, a Maryland real estate investment

trust, its managing member




Signature Page to

Third Amendment to ProLogis Global Senior Credit Agreement





 









 








Executed as of the date first written above.




CANADIAN BORROWER SIGNATURES (CONT’D)




PROLOGIS FINANCE-PALMTREE LLC,

a Delaware limited liability company, by ProLogis, a

Maryland real estate investment trust, its managing member




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



Signature Page to

Third Amendment to ProLogis Global Senior Credit Agreement




 









 








Executed as of the date first written above.




EUROPEAN BORROWER SIGNATURES




PLD EUROPE FINANCE B.V.,

a Netherlands private company with limited liability




PLD EUROPE FINANCE II B.V.,

a Netherlands private company with limited
liability




PROLOGIS UK FUNDING II B.V.,

a Netherlands private company with limited liability




PROLOGIS UK FUNDING III B.V.,

a Netherlands private company with limited liability




	 	 	 	 	 
	 	By:  	               /s/ Peter Ruijgrok
 	 
	 	 	Name:  	ProLogis Directorship II B.V. 	 
	 	 	      In turn represented by Peter Ruijgrok 	 
	 	 	Title:  	Managing Director 	 
	 



PROLOGIS, a Maryland real estate investment trust




PLD INTERNATIONAL INCORPORATED,

a Delaware corporation




PLD INTERNATIONAL FINANCE LLC,

a Delaware limited liability company




PROLOGIS JAPAN FINANCE INCORPORATED,

a Delaware corporation




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



Signature Page to

Third Amendment to ProLogis Global Senior Credit Agreement




 









 








Executed as of the date first written above.




YEN BORROWER SIGNATURES




MAISHIMA THREE SPECIAL PURPOSE

COMPANY, a Japanese company




NARASHINO THREE SPECIAL PURPOSE

COMPANY, a Japanese company




NARITA THREE SPECIAL PURPOSE COMPANY,

a Japanese company




PROLOGIS MISATO SPECIAL PURPOSE COMPANY,

a Japanese company




PROLOGIS OSAKA TWO SPECIAL PURPOSE

COMPANY, a Japanese company




PROLOGIS TOKONAME SPECIAL PURPOSE

COMPANY, a Japanese company




ICHIKAWA ONE SPECIAL PURPOSE COMPANY,

a Japanese company




TAKATSUKI TWO SPECIAL PURPOSE COMPANY,

a Japanese company




IWANUMA ONE SPECIAL PURPOSE COMPANY,

a Japanese company




ZAMA ONE SPECIAL PURPOSE COMPANY, a

Japanese company




KITA NAGOYA SPECIAL PURPOSE COMPANY,

a Japanese company




ICHIKAWA TWO SPECIAL PURPOSE COMPANY,

a Japanese company




	 	 	 	 	 
	 	By:  	                  /s/ Kazuhiro Tsutsumi
 	 
	 	 	Name:  	Kazuhiro Tsutsumi 	 
	 	 	Title:  	Director 	 
	 



Signature Page to

Third Amendment to ProLogis Global Senior Credit Agreement




 









 








Executed as of the date first written above.




YEN BORROWER SIGNATURES (CONT’D)




PROLOGIS TOKYO FINANCE INVESTMENT
 LIMITED PARTNERSHIP, a
Japanese company,

by ProLogis Tokyo Finance LLC, a Delaware limited 
liability
company




PROLOGIS, a Maryland real estate investment trust




PROLOGIS JAPAN FINANCE INCORPORATED,

a Delaware corporation




PLD INTERNATIONAL INCORPORATED,

a Delaware corporation




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



PLD EUROPE FINANCE B.V.,

a Netherlands private company with limited liability




PROLOGIS UK FUNDING II B.V.,

a Netherlands private company with limited liability




	 	 	 	 	 
	 	By:  	                                   /s/ Peter Ruijgrok
 	 
	 	Name:  ProLogis Directorship II B.V. 	 
	 	             In turn represented by Peter Ruijgrok 	 
	 	Title:    Managing Director 	 
	 



Signature Page to

Third Amendment to ProLogis Global Senior Credit Agreement




 









 








Executed as of the date first written above.




KOREAN BORROWER SIGNATURES




	 	 	 	 	 
	 

	 	PLD ANSUNG LLC,

a Korean limited liability company
	 	SEAL
	 
	 	 	 	 
	 

	 	PLD ASAN LLC,

a Korean limited liability company
	 	SEAL
	 
	 	 	 	 
	 

	 	PLD BAEKAM LLC,

a Korean limited liability company
	 	SEAL
	 
	 	 	 	 
	 

	 	PLD CHEONAN LLC,

a Korean limited liability company
	 	SEAL
	 
	 	 	 	 
	 

	 	PLD DEOKPYUNG LLC,

a Korean limited liability company
	 	SEAL
	 
	 	 	 	 
	 

	 	PLD DEOKPYUNG 2 LLC,

a Korean limited liability company
	 	SEAL
	 
	 	 	 	 
	 

	 	PLD GONJIAM LLC,

a Korean limited liability company
	 	SEAL
	 
	 	 	 	 
	 

	 	PLD INCHEON LLC,

a Korean limited liability company
	 	SEAL
	 	 	 	 	 
	 

	 	PLD NAMYANGJU LLC,

a Korean limited liability company
	 	SEAL
	 
	 	 	 	 
	 

	 	PLD OJUNG LLC,

a Korean limited liability company
	 	SEAL
	 
	 	 	 	 
	 

	 	PLD OKCHEON LLC,

a Korean limited liability company
	 	SEAL
	 
	 	 	 	 
	 

	 	PLD YONGIN LLC,

a Korean limited liability company
	 	SEAL
	 
	 	 	 	 
	 

	 	PROLOGIS KOREAN MANAGEMENT LLC,

a Korean limited liability company
	 	SEAL






	 	 	 	 	 
	 	 By:  	               /s/ Sunwoo Nam
 	 
	 	 	Name:  	Sunwoo Nam, on behalf of all
entities listed above 	 
	 	 	Title:  	    	 
	 



Signature Page to

Third Amendment to ProLogis Global Senior Credit Agreement




 









 








Executed as of the date first written above.




AGENT:




BANK OF AMERICA, N.A.,

as Global Administrative Agent,

Collateral Agent,

U.S. Funding Agent,

U.S. Swing Line Lender, and

a U.S. L/C Issuer




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



Signature Page to

Third Amendment to ProLogis Global Senior Credit Agreement




 









 








Executed as of the date first written above.




AGENT:




BANK OF AMERICA, N.A., acting through its Canada branch,

as Canadian Funding Agent and

a Canadian L/C Issuer




	 	 	 	 	 
	 	  By:  	                /s/ Medina Sales De Andrade
 	 
	 	 	Medina Sales De Andrade, Vice President 	 
	 	 	 	 
	 



Signature Page to

Third Amendment to ProLogis Global Senior Credit Agreement




 









 








Executed as of the date first written above.




AGENT:




ABN AMRO BANK, N.V.,

as Euro Funding Agent and

a Euro L/C Issuer




	 	 	 	 	 
	 	By:  	                   /s/ Urvi Widhani
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Assistant Director 	 
	 
	 	By:  	                   /s/ G.J. Wilmer
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Director 	 
	 



Signature Page to

Third Amendment to ProLogis Global Senior Credit Agreement




 









 








Executed as of the date first written above.




AGENT:




SUMITOMO MITSUI BANKING CORPORATION,

as Yen Funding Agent and

a Yen L/C Issuer




	 	 	 	 	 
	 	By:  	                    /s/ William G. Karl
 	 
	 	 	Name:  	 	 
	 	 	Title:  	General Manager 	 
	 



Signature Page to

Third Amendment to ProLogis Global Senior Credit Agreement




 









 








Executed as of the date first written above.




AGENT:




SUMITOMO MITSUI BANKING CORPORATION,

as KRW Funding Agent




	 	 	 	 	 
	 	 By:  	                    /s/ William G. Karl
 	 
	 	 	Name:  	 	 
	 	 	Title:  	General Manager 	 
	 



Signature Page to

Third Amendment to ProLogis Global Senior Credit Agreement




 









 








Executed as of the date first written above.




JPMORGAN CHASE BANK, N.A.,

as a Fronting Lender




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



Signature Page to

Third Amendment to ProLogis Global Senior Credit Agreement




 









 








Executed as of the date first written above.




THE ROYAL BANK OF SCOTLAND PLC,

as a Fronting Lender




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



Signature Page to

Third Amendment to ProLogis Global Senior Credit Agreement




 









 








Executed as of the date first written above.




SUMITOMO MITSUI BANKING CORPORATION,

as a Fronting Lender




	 	 	 	 	 
	 	 By:  	                    /s/ William G. Karl
 	 
	 	 	Name:  	 	 
	 	 	Title:  	General Manager 	 
	 



Signature Page to

Third Amendment to ProLogis Global Senior Credit Agreement





 









 








Executed as of the date first written above.




LENDERS:




BANK OF AMERICA, N.A.,

as a U.S. Lender and a Euro Lender




BANK OF AMERICA, N.A., TOKYO BRANCH

as a Yen Lender




BANK OF AMERICA, N.A., SEOUL BRANCH

as a KRW Lender




BANK OF AMERICA, N.A.,

as a Fronting Lender




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



Signature Page to

Third Amendment to ProLogis Global Senior Credit Agreement





 









 








Executed as of the date first written above.




BANK OF CHINA, NEW YORK BRANCH,

as a U.S. Lender




	 	 	 	 	 
	 	 By:  	                /s/ William W. Smith
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Deputy General Manager 	 
	 



Signature Page to

Third Amendment to ProLogis Global Senior Credit Agreement





 









 








Executed as of the date first written above.




THE BANK OF NOVA SCOTIA,

as a U.S. Lender




	 	 	 	 	 
	 	 By:  	/s/ Patrik G. Norris
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Director 	 
	 



Signature Page to

Third Amendment to ProLogis Global Senior Credit Agreement




 









 








Executed as of the date first written above.




BARCLAYS BANK PLC,

as a U.S. Lender




	 	 	 	 	 
	 	 By:  	                        /s/ David Barton
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Director 	 
	 



Signature Page to

Third Amendment to ProLogis Global Senior Credit Agreement




 









 








Executed as of the date first written above.




CALYON, NEW YORK BRANCH,

as a U.S. Lender




	 	 	 	 	 
	 	 By:  	                    /s/ John A Wain
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	 By:  	                    /s/ Paul Ragusin
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Director 	 
	 



Signature Page to

Third Amendment to ProLogis Global Senior Credit Agreement





 









 








Executed as of the date first written above.




CITICORP NORTH AMERICA, INC.,

as a U.S. Lender




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



Signature Page to

Third Amendment to ProLogis Global Senior Credit Agreement





 















 





Executed as of the date first written above.




	 	 	 	 	 
	 	DEUTSCHE BANK, AG, NEW YORK BRANCH

as a U.S. Lender

 	 
	 	By:  	/s/ Perry Forman
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Director 	 
	 
	 	By:  	                     /s/ George R. Reynolds
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Director 	 
	 



Signature Page to

Third Amendment to ProLogis Global Senior Credit Agreement




 









 








Executed as of the date first written above.




	 	 	 	 	 
	 	FORTIS BANK (NEDERLAND) N.V.,

as a U.S. Lender

 	 
	 	By:  	/s/ R.J. van Deelen
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Managing Director 	 
	 
	 	By:  	             /s/ M.W. Eijker
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Senior Associate Origination 	 
	 



Signature Page to

Third Amendment to ProLogis Global Senior Credit Agreement




 









 








Executed as of the date first written above.




	 	 	 	 	 
	 	GOLDMAN SACHS BANK USA,

as a U.S. Lender

 	 
	 	By:  	/s/ Mark Walton
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature Page to

Third Amendment to ProLogis Global Senior Credit Agreement




 









 








Executed as of the date first written above.




	 	 	 	 	 
	 	ING REAL ESTATE FINANCE (USA) LLC,

as a U.S. Lender

 	 
	 	By:  	/s/ Maria D. Kastanis
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Senior Director 	 
	 
	 	By:  	                  /s/ R. William Knickerbocker
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to

Third Amendment to ProLogis Global Senior Credit Agreement




 









 








Executed as of the date first written above.




	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,

as a U.S. Lender

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



Signature Page to

Third Amendment to ProLogis Global Senior Credit Agreement




 









 








Executed as of the date first written above.




	 	 	 	 	 
	 	MORGAN STANLEY, N.A.,

as a U.S. Lender

 	 
	 	By:  	/s/ Melissa James
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature Page to

Third Amendment to ProLogis Global Senior Credit Agreement




 









 








Executed as of the date first written above.




	 	 	 	 	 
	 	MORGAN STANLEY SENIOR FUNDING INC.,

as a U.S. Lender

 	 
	 	By:  	/s/ Ryan Vetsch
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to

Third Amendment to ProLogis Global Senior Credit Agreement




 









 








Executed as of the date first written above.




	 	 	 	 	 
	 	THE NORTHERN TRUST COMPANY,

as a U.S. Lender

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



Signature Page to

Third Amendment to ProLogis Global Senior Credit Agreement




 









 








Executed as of the date first written above.




	 	 	 	 	 
	 	ROYAL BANK OF CANADA,

as a U.S. Lender

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



Signature Page to

Third Amendment to ProLogis Global Senior Credit Agreement




 









 








Executed as of the date first written above.




	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND PLC,

as a U.S. Lender

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



Signature Page to

Third Amendment to ProLogis Global Senior Credit Agreement




 









 








Executed as of the date first written above.




	 	 	 	 	 
	 	SOCIETE GENERALE,

as a U.S. Lender

 	 
	 	By:  	/s/ Gregoire Simon-Barboux
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Deputy Global Head 	 
	 



Signature Page to

Third Amendment to ProLogis Global Senior Credit Agreement




 









 








Executed as of the date first written above.




	 	 	 	 	 
	 	SUMITOMO MITSUI BANKING CORPORATION,

as a U.S. Lender,

 	 
	 	By:  	/s/ William G. Karl
 	 
	 	 	Name:  	 	 
	 	 	Title:  	General Manager 	 
	 



Signature Page to

Third Amendment to ProLogis Global Senior Credit Agreement




 









 








Executed as of the date first written above.




	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as a U.S. Lender

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



Signature Page to

Third Amendment to ProLogis Global Senior Credit Agreement




 









 








Executed as of the date first written above.




	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION,

as a U.S. Lender

 	 
	 	By:  	/s/ Matthew Ricketts
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Director 	 
	 



Signature Page to

Third Amendment to ProLogis Global Senior Credit Agreement





 











 





Executed as of the date first written above.




	 	 	 	 	 
	 	LENDERS:



ABN AMRO BANK N.V.,

as a Canadian Lender

 	 
	 	By:  	/s/ Christiane Vachon
 	 
	 	 	Name:  	 	 
	 	 	Title:  	First Vice President 	 
	 	 	 
	 	By:  	                /s/ H. Bayu Budiatmanto
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Vice President 	 




Signature Page to 
Third Amendment to ProLogis Global Senior Credit Agreement
 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	BANK OF AMERICA, N.A., acting through its Canada 

branch,

as a Canadian Lender

 	 
	 	By:  	/s/ Medina Sales De Andrade
 	 
	 	 	Medina Sales De Andrade, Assistant Vice President 	 
	 	 	 	 




Signature Page to 
Third Amendment to ProLogis Global Senior Credit Agreement
 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA,

as a Canadian Lender

 	 
	 	By:  	/s/ Patrik G. Norris
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Director 	 




Signature Page to 
Third Amendment to ProLogis Global Senior Credit Agreement
 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	CITIBANK, N.A., CANADIAN BRANCH,

as a Canadian Lender

 	 
	 	By:  	/s/ John Hastings
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Authorized Signatory 	 




Signature Page to 
Third Amendment to ProLogis Global Senior Credit Agreement
 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	DEUTSCHE BANK AG, CANADA BRANCH,

as a Canadian Lender

 	 
	 	By:  	/s/ Eitan Szlak
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Vice President 	 
	 	 	 
	 	By:  	               /s/ Marcellus Leung
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Assistant Vice President 	 




Signature Page to 
Third Amendment to ProLogis Global Senior Credit Agreement
 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,

as a Canadian Lender

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




Signature Page to 
Third Amendment to ProLogis Global Senior Credit Agreement
 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	MORGAN STANLEY SENIOR FUNDING (NOVA 

SCOTIA) CO.,

as a Canadian Lender

 	 
	 	By:  	/s/ Mark D. Cross
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Vice President 	 




Signature Page to 
Third Amendment to ProLogis Global Senior Credit Agreement
 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	ROYAL BANK OF CANADA,

as a Canadian Lender

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




Signature Page to 
Third Amendment to ProLogis Global Senior Credit Agreement
 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	SUMITOMO MITSUI BANKING CORPORATION

OF CANADA,

as a Canadian Lender

 	 
	 	By:  	/s/ Alfred Lee
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Senior Vice President 	 




Signature Page to 
Third Amendment to ProLogis Global Senior Credit Agreement
 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	LENDERS:



ABN AMRO BANK N.V.,

as a Euro Lender

 	 
	 	By:  	/s/ Carlo Koop
 	 
	 	Name:	 	 
	 	Title:	Director 	 
	 	 	 
	 	By:  	                      /s/ Mick Borms
 	 
	 	Name:	 	 
	 	Title:	Assistant Director 	 








Signature Page to 
Third Amendment to ProLogis Global Senior Credit Agreement
 









 











Executed as of the date first written above.




	 	 	 	 	 
	 	BARCLAYS BANK PLC,

as a Euro Lender

 	 
	 	By:  	/s/ David Barton
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Director 	 




Signature Page to 
Third Amendment to ProLogis Global Senior Credit Agreement
 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	CITICORP NORTH AMERICA, INC.,

as a Euro Lender

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




Signature Page to 
Third Amendment to ProLogis Global Senior Credit Agreement
 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	DEUTSCHE BANK AG NEW YORK BRANCH,

as a Euro Lender

 	 
	 	By:  	/s/ Perry Forman
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Director 	 
	 	 	 
	 	By:  	                     /s/ George R. Reynolds
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Director 	 




Signature Page to 
Third Amendment to ProLogis Global Senior Credit Agreement
 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	DEUTSCHE POSTBANK INTERNATIONAL S.A.,

as a Euro Lender

 	 
	 	By:  	/s/ Thomas Pfleger
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	 
	 	By:  	                       /s/ Klaus Grosserkathofer
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




Signature Page to 
Third Amendment to ProLogis Global Senior Credit Agreement
 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	FORTIS BANK (NEDERLAND) N.V.,

as a Euro Lender

 	 
	 	By:  	/s/ R.J. van Deelen
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Managing Director 	 
	 	 	 
	 	By:  	             /s/ M.W. Brjker
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Senior Associate Origination 	 




Signature Page to 
Third Amendment to ProLogis Global Senior Credit Agreement
 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	GOLDMAN SACHS BANK USA,

as a Euro Lender

 	 
	 	By:  	/s/ Mark Walton
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Authorized Signatory 	 




Signature Page to 
Third Amendment to ProLogis Global Senior Credit Agreement
 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	ING REAL ESTATE FINANCE (USA) LLC,

as a Euro Lender

 	 
	 	By:  	/s/ Maria D. Kastanis
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Senior Director 	 
	 	 	 
	 	By:  	                  /s/ R. William Knickerbocker
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Vice President 	 




Signature Page to 
Third Amendment to ProLogis Global Senior Credit Agreement
 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,

as a Euro Lender

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




Signature Page to 
Third Amendment to ProLogis Global Senior Credit Agreement
 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	MORGAN STANLEY BANK INTERNATIONAL 
LIMITED,

as a Euro Lender

 	 
	 	By:  	/s/ Anne Siew
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Authorized Signatory 	 




Signature Page to 
Third Amendment to ProLogis Global Senior Credit Agreement
 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	ROYAL BANK OF CANADA,

as a Euro Lender

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




Signature Page to 
Third Amendment to ProLogis Global Senior Credit Agreement
 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND PLC,

as a Euro Lender

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




Signature Page to 
Third Amendment to ProLogis Global Senior Credit Agreement
 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	SCOTIABANK EUROPE PLC,

as a Euro Lender

 	 
	 	By:  	/s/ John O’Connor
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Head of Credit Administration 	 




Signature Page to 
Third Amendment to ProLogis Global Senior Credit Agreement
 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	SOCIETE GENERALE,

as a Euro Lender

 	 
	 	By:  	/s/ Gregoire Simon-Barboux
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Deputy Global Head 	 




Signature Page to 
Third Amendment to ProLogis Global Senior Credit Agreement
 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	SUMITOMO MITSUI BANKING CORPORATION,

as a Euro Lender,

 	 
	 	By:  	/s/ William G. Karl
 	 
	 	 	Name:  	 	 
	 	 	Title:  	General Manager 	 




Signature Page to 
Third Amendment to ProLogis Global Senior Credit Agreement
 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION,

as a Euro Lender

 	 
	 	By:  	/s/ Matthew Ricketts
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Director 	 




Signature Page to 
Third Amendment to ProLogis Global Senior Credit Agreement
 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	LENDERS:



THE BANK OF NOVA SCOTIA, 

as a Yen Lender

 	 
	 	By:  	/s/ William G. Said
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Vice President & Country Head 	 




Signature Page to 
Third Amendment to ProLogis Global Senior Credit Agreement
 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW

YORK BRANCH,

as a Yen Lender

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




Signature Page to 
Third Amendment to ProLogis Global Senior Credit Agreement
 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	CALYON, TOKYO BRANCH,

as a Yen Lender

 	 
	 	By:  	/s/ Francois-Xavier Thomas
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Managing Director and Branch Manager 	 
	 	 	 
	 	By:  	        /s/ Makiyo Narushima
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Managing Director 	 




Signature Page to 
Third Amendment to ProLogis Global Senior Credit Agreement
 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	CITIBANK JAPAN LTD.,

as a Yen Lender

 	 
	 	By:  	/s/ Yushiyuki Hijikata
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Vice President and Director 	 




Signature Page to 
Third Amendment to ProLogis Global Senior Credit Agreement
 









 





Executed as of the date first written above.




	 	 	 	 	 	 	 
	 	 	DEUTSCHE BANK AG, TOKYO BRANCH,

the Tokyo Branch of a German aktien gesellschaft 

as a Yen Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Ikuo Kodama
 

	 	 
	 

	 	Title:
	 	 

Director
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Mayuri Tateishi
 

	 	 
	 

	 	Title:
	 	 

Director
	 	 






Signature Page to 
Third Amendment to ProLogis Global Senior Credit Agreement
 









 





Executed as of the date first written above.




	 	 	 	 	 	 	 
	 	 	ING BANK N.V., TOKYO BRANCH,

as a Yen Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Yuichi Hirasawa
 

	 	 
	 

	 	Title:
	 	 

Vice President
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Atsuyoshi Murao
 

	 	 
	 

	 	Title:
	 	 

Chief Operating Officer
	 	 






Signature Page to 
Third Amendment to ProLogis Global Senior Credit Agreement
 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,

as a Yen Lender

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




Signature Page to 
Third Amendment to ProLogis Global Senior Credit Agreement
 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND PLC,

as a Yen Lender

 	 
	 	By:  	/s/ Craig Roberts
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Head of Portfolio Management 	 




Signature Page to 
Third Amendment to ProLogis Global Senior Credit Agreement
 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	SOCIETE GENERALE, TOKYO BRANCH,

as a Yen Lender

 	 
	 	By:  	         /s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 	 	[SEAL]
	 	By:  	         /s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




Signature Page to 
Third Amendment to ProLogis Global Senior Credit Agreement
 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	SUMITOMO MITSUI BANKING CORPORATION, 

as a Yen Lender,

 	 
	 	By:  	/s/ William G. Karl
 	 
	 	 	Name:  	 	 
	 	 	Title:  	General Manager 	 




 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	LENDERS:



ABN AMRO SEOUL BRANCH, 

as a KRW Lender

 	 
	 	By:  	/s/ Jae Hong Park
 	 
	 	 	Name:  	 	 
	 	 	Title:  	V/P 	 
	 	 	 
	 	By:  	                       /s/ Hong Soo Kim
 	 
	 	 	Name:  	 	 
	 	 	Title:  	E/D 	 




 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	CALYON, SEOUL BRANCH,

as a KRW Lender

 	 
	 	By:  	/s/ Gin H. Lee
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Senior Country Officer 	 
	 	 	 
	 	By:  	            /s/ Hyoung-Tae Kim
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Head of Corporate Coverage Group 	 




 









 





Executed as of the date first written above.




	 	 	 	 	 
	 	SUMITOMO MITSUI BANKING CORPORATION,

as a KRW Lender

 	 
	 	By:  	/s/ William G. Karl
 	 
	 	 	Name:  	 	 
	 	 	Title:  	General Manager 	 




 











 






EXHIBIT A




CREDIT AGREEMENT




      




CUSIP Number: 74340MAA3




GLOBAL SENIOR CREDIT AGREEMENT




Dated as of October 6, 2005




among




PROLOGIS




and




CERTAIN AFFILIATE BORROWERS,

as Borrowers,




BANK OF AMERICA, N.A.,




as Global Administrative Agent, Collateral Agent, U.S. Funding Agent, U.S. Swing Line Lender,

and a U.S. L/C Issuer,




BANK OF AMERICA, N.A.,

acting through its Canada branch, as Canadian Funding Agent and a Canadian L/C Issuer,




ABN AMRO BANK N.V.,

as Euro Funding Agent, Euro Swing Line Lender, and a Euro L/C Issuer,




SUMITOMO MITSUI BANKING CORPORATION,

as a Global Co-Syndication Agent, Yen Funding Agent, KRW Funding Agent, and a Yen L/C Issuer,




THE ROYAL BANK OF SCOTLAND PLC and JPMORGAN CHASE BANK, N.A.,

as Global Co-Syndication Agents,




and




The Other Lenders Party Hereto




BANC OF AMERICA SECURITIES LLC, RBS SECURITIES INC.,

SUMITOMO MITSUI BANKING CORPORATION,




and




J.P. MORGAN SECURITIES INC.

as Global Lead Arrangers and Global Book Runners




Global Senior Credit Agreement
 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
	 	 	1	 
	 
	 	 	 	 
	1.1 Defined Terms
	 	 	1	 
	1.2 Other Interpretive Provisions
	 	 	55	 
	1.3 Accounting Terms
	 	 	56	 
	1.4 Exchange Rates; Currency Equivalents
	 	 	57	 
	1.5 Change of Currency
	 	 	57	 
	1.6 Times of Day
	 	 	58	 
	1.7 Determination of Letter of Credit Amounts and Whether a Letter of Credit is
Outstanding
	 	 	58	 
	 
	 	 	 	 
	ARTICLE II U.S. COMMITMENTS AND U.S. CREDIT EXTENSIONS
	 	 	58	 
	 
	 	 	 	 
	2.1 U.S. Committed Loans
	 	 	58	 
	2.2 U.S. Fronting Loans
	 	 	59	 
	2.3 U.S. Committed Borrowings, Conversions and Continuations of U.S. Committed Loans
	 	 	62	 
	2.4 U.S. Letters of Credit
	 	 	64	 
	2.5 U.S. Swing Line Loans
	 	 	65	 
	2.6 U.S. Prepayments
	 	 	68	 
	 
	 	 	 	 
	ARTICLE III CANADIAN COMMITMENTS AND CANADIAN COMMITTED LOANS
	 	 	69	 
	 
	 	 	 	 
	3.1 Canadian Committed Loans
	 	 	69	 
	3.2 Canadian Committed Borrowings, Conversions and Continuations of Canadian Committed
Loans
	 	 	70	 
	3.3 Canadian Letters of Credit
	 	 	72	 
	3.4 Canadian Prepayments
	 	 	72	 
	3.5 Termination of Canadian Commitments
	 	 	73	 
	 
	 	 	 	 
	ARTICLE IV EURO COMMITMENTS AND EURO CREDIT EXTENSIONS
	 	 	73	 
	 
	 	 	 	 
	4.1 Euro Committed Loans
	 	 	73	 
	4.2 Euro Fronting Loans
	 	 	73	 
	4.3 Euro Committed Borrowings, Conversions and Continuations of Euro Committed Loans
	 	 	77	 
	4.4 Euro Letters of Credit
	 	 	78	 
	4.5 Euro Swing Line Loans
	 	 	79	 
	4.6 Euro Prepayments
	 	 	82	 
	 
	 	 	 	 
	ARTICLE V YEN COMMITMENTS AND YEN CREDIT EXTENSION
	 	 	84	 
	 
	 	 	 	 
	5.1 Yen Committed Loans
	 	 	84	 
	5.2 Yen Fronting Loans
	 	 	84	 
	5.3 Yen Committed Borrowings, Conversions and Continuations of Yen Committed Loans
	 	 	87	 
	5.4 Yen Letters of Credit
	 	 	89	 
	5.5 Yen Prepayments
	 	 	90	 






-i-









 





TABLE OF CONTENTS

(continued)






	 	 	 	 	 
	 	 	Page
	ARTICLE VI KRW COMMITMENTS AND KRW COMMITTED LOANS
	 	 	91	 
	 
	 	 	 	 
	6.1 KRW Committed Loans
	 	 	91	 
	6.2 Borrowings, Conversions and Continuations of KRW Committed Loans
	 	 	91	 
	6.3 Prepayments
	 	 	92	 
	6.4 Termination of KRW Commitments
	 	 	93	 
	 
	 	 	 	 
	ARTICLE VII GENERAL PROVISIONS APPLICABLE TO LETTERS OF CREDIT
	 	 	93	 
	 
	 	 	 	 
	7.1 Limitations on Obligations to Issue Letters of Credit
	 	 	93	 
	7.2 Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of
Credit
	 	 	94	 
	7.3 Drawings and Reimbursements; Funding of Participations
	 	 	96	 
	7.4 Repayment of Participations
	 	 	98	 
	7.5 Borrower Obligations Absolute
	 	 	99	 
	7.6 Role of L/C Issuer
	 	 	100	 
	7.7 Cash Collateral
	 	 	100	 
	7.8 Applicability of ISP
	 	 	101	 
	7.9 Letter of Credit Fees
	 	 	101	 
	7.10 Fronting Fee and Documentary and Processing Charges Payable to each L/C Issuer
	 	 	102	 
	7.11 Conflict with Issuer Documents
	 	 	102	 
	7.12 Letters of Credit Issued for Eligible Affiliate
	 	 	102	 
	 
	 	 	 	 
	ARTICLE VIII GENERAL PROVISIONS APPLICABLE TO LOANS
	 	 	104	 
	 
	 	 	 	 
	8.1 Minimum Amounts for Committed Borrowings, Conversions or Continuations and Prepayments

	 	 	104	 
	8.2 Termination or Reduction of Commitments and Removal of a Borrower
	 	 	105	 
	8.3 Repayment of Loans
	 	 	106	 
	8.4 Interest
	 	 	107	 
	8.5 Fees
	 	 	109	 
	8.6 Computation of Interest and Fees
	 	 	111	 
	8.7 Evidence of Debt and Promissory Note
	 	 	112	 
	8.8 Payments Generally; Global Administrative Agent’s Clawback
	 	 	112	 
	8.9 Sharing of Payments by Lenders in a Tranche
	 	 	115	 
	8.10 Extension of Initial Maturity Date
	 	 	116	 
	8.11 Additional Affiliate Borrowers
	 	 	117	 
	8.12 Reallocation of Commitments
	 	 	119	 
	8.13 Increase in Commitments
	 	 	121	 
	8.14 Establishment of Supplemental Tranche
	 	 	123	 
	 
	 	 	 	 
	ARTICLE IX TAXES, YIELD PROTECTION AND ILLEGALITY
	 	 	124	 
	 
	 	 	 	 
	9.1 Taxes
	 	 	124	 
	9.2 Illegality
	 	 	127	 
	9.3 Inability to Determine Rates
	 	 	128	 
	9.4 Increased Costs Generally
	 	 	129	 
	9.5 Compensation for Losses
	 	 	131	 






-ii-









 





TABLE OF CONTENTS

(continued)






	 	 	 	 	 
	 	 	Page
	9.6 Mitigation Obligations; Replacement of Lenders
	 	 	131	 
	9.7 Qualified Lender Status
	 	 	132	 
	9.8 Survival
	 	 	132	 
	 
	 	 	 	 
	ARTICLE X CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
	 	 	133	 
	 
	 	 	 	 
	10.1 Conditions of Initial Credit Extension
	 	 	133	 
	10.2 Conditions to all Credit Extensions
	 	 	134	 
	 
	 	 	 	 
	ARTICLE XI REPRESENTATIONS AND WARRANTIES
	 	 	135	 
	 
	 	 	 	 
	11.1 Existence, Qualification and Power; Compliance with Laws
	 	 	135	 
	11.2 Authorization; No Contravention
	 	 	135	 
	11.3 Governmental Authorization; Other Consents
	 	 	136	 
	11.4 Binding Effect
	 	 	136	 
	11.5 Financial Statements
	 	 	136	 
	11.6 Litigation
	 	 	136	 
	11.7 No Default
	 	 	137	 
	11.8 Ownership of Property; Liens
	 	 	137	 
	11.9 Environmental Compliance
	 	 	137	 
	11.10 Insurance
	 	 	137	 
	11.11 Taxes
	 	 	137	 
	11.12 Pension Law Compliance
	 	 	137	 
	11.13 Margin Regulations; Investment Company Act
	 	 	138	 
	11.14 Disclosure
	 	 	138	 
	11.15 Compliance with Laws
	 	 	139	 
	11.16 Dutch Banking Act
	 	 	139	 
	11.17 Solvency
	 	 	139	 
	11.18 Exemption from ERISA; Plan Assets
	 	 	139	 
	11.19 Pledge of Unencumbered Pool Properties
	 	 	139	 
	 
	 	 	 	 
	ARTICLE XII AFFIRMATIVE COVENANTS
	 	 	139	 
	 
	 	 	 	 
	12.1 Financial Statements
	 	 	139	 
	12.2 Certificates; Other Information
	 	 	140	 
	12.3 Notices
	 	 	142	 
	12.4 Payment of Obligations
	 	 	142	 
	12.5 Preservation of Existence, Etc
	 	 	142	 
	12.6 Maintenance of Properties
	 	 	143	 
	12.7 Maintenance of Insurance
	 	 	143	 
	12.8 Compliance with Laws
	 	 	143	 
	12.9 Books and Records
	 	 	143	 
	12.10 Inspection Rights
	 	 	143	 
	12.11 Use of Proceeds
	 	 	143	 
	12.12 REIT Status
	 	 	144	 
	12.13 Guaranties
	 	 	144	 
	12.14 Collateral
	 	 	144	 






-iii-









 






TABLE OF CONTENTS

(continued)






	 	 	 	 	 
	 	 	Page
	12.15 Pledge by International Finance
	 	 	145	 
	12.16 Claims Pari Passu
	 	 	145	 
	 
	 	 	 	 
	ARTICLE XIII NEGATIVE COVENANTS
	 	 	145	 
	 
	 	 	 	 
	13.1 Investments
	 	 	145	 
	13.2 Secured Indebtedness; Subsidiary Indebtedness
	 	 	145	 
	13.3 Fundamental Changes
	 	 	146	 
	13.4 Dispositions
	 	 	146	 
	13.5 Restricted Payments
	 	 	147	 
	13.6 Change in Nature of Business
	 	 	148	 
	13.7 Transactions with Affiliates
	 	 	148	 
	13.8 Negative Pledge Agreements; Burdensome Agreements
	 	 	148	 
	13.9 Use of Proceeds
	 	 	149	 
	13.10 Financial Covenants
	 	 	149	 
	13.11 Unencumbered Pool Asset Value
	 	 	149	 
	13.12 International Finance
	 	 	150	 
	 
	 	 	 	 
	ARTICLE XIV EVENTS OF DEFAULT AND REMEDIES
	 	 	150	 
	 
	 	 	 	 
	14.1 Events of Default
	 	 	150	 
	14.2 Remedies Upon Event of Default
	 	 	153	 
	14.3 Application of Funds
	 	 	154	 
	 
	 	 	 	 
	ARTICLE XV AGENTS
	 	 	154	 
	 
	 	 	 	 
	15.1 Appointment and Authority
	 	 	154	 
	15.2 Rights as a Lender
	 	 	155	 
	15.3 Exculpatory Provisions
	 	 	155	 
	15.4 Reliance by Agents
	 	 	156	 
	15.5 Delegation of Duties
	 	 	156	 
	15.6 Resignation of Global Administrative Agent
	 	 	156	 
	15.7 Resignation of Funding Agents
	 	 	157	 
	15.8 Non-Reliance on Agents and Other Lenders
	 	 	158	 
	15.9 No Other Duties, Etc
	 	 	159	 
	15.10 Global Administrative Agent May File Proofs of Claim
	 	 	159	 
	15.11 Collateral and Guaranty Matters
	 	 	160	 
	15.12 Security Agency Agreement
	 	 	160	 
	 
	 	 	 	 
	ARTICLE XVI MISCELLANEOUS
	 	 	160	 
	 
	 	 	 	 
	16.1 Amendments, Etc
	 	 	160	 
	16.2 Notices; Effectiveness; Electronic Communication
	 	 	162	 
	16.3 No Waiver; Cumulative Remedies
	 	 	165	 
	16.4 Expenses; Indemnity; Damage Waiver
	 	 	165	 
	16.5 Payments Set Aside
	 	 	167	 
	16.6 Successors and Assigns
	 	 	168	 






-iv-









 






TABLE OF CONTENTS

(continued)






	 	 	 	 	 
	 	 	Page
	16.7 Treatment of Certain Information; Confidentiality
	 	 	172	 
	16.8 Right of Setoff
	 	 	172	 
	16.9 Interest Rate Limitation
	 	 	173	 
	16.10 Counterparts; Integration; Effectiveness
	 	 	173	 
	16.11 Severability
	 	 	173	 
	16.12 Replacement of Lenders
	 	 	174	 
	16.13 Additional Fronting Lenders; Change in Fronting Commitments
	 	 	174	 
	16.14 GOVERNING LAW; JURISDICTION; ETC
	 	 	175	 
	16.15 Waiver of Jury Trial
	 	 	175	 
	16.16 USA Patriot Act Notice
	 	 	176	 
	16.17 Know Your Customers
	 	 	176	 
	16.18 TMK Representation
	 	 	177	 
	16.19 Time of the Essence
	 	 	177	 
	16.20 Judgment Currency
	 	 	177	 
	16.21 Designation as Designated Senior Debt
	 	 	178	 
	16.22 Acknowledgment of Borrowers
	 	 	178	 
	16.23 ENTIRE AGREEMENT
	 	 	178	 
	16.24 Termination of Existing Credit Agreements
	 	 	178	 
	16.25 No Fiduciary Duty
	 	 	178	 






-v- 









 









	 	 	 
	SCHEDULES	 	 
	1.1-1

	 	Mandatory Cost Formulae
	1.1-2

	 	Unencumbered Pool Properties Owned by ProLogis and Eligible Consolidated
Subsidiaries
	2.1-1

	 	Commitments, Applicable Global Percentages, and Applicable Tranche Percentages
Prior to the Initial Maturity Date
	 

	 	(a) U.S. Lenders
	 

	 	(b) Canadian Lenders
	 

	 	(c) Euro Lenders
	 

	 	(d) Yen Lenders
	 

	 	(e) KRW Lenders
	2.1-2

	 	Extended Commitments, Applicable Global Percentages, and Applicable Tranche
Percentages on and After the Initial Maturity Date
	 

	 	(a) U.S. Lenders
	 

	 	(b) Euro Lenders
	 

	 	(c) Yen Lenders
	2.1-3

	 	Extension Percentages
	2.2-1

	 	Fronting Lender Commitments Prior to the Initial Maturity Date
	2.2-2

	 	Fronting Lender Commitments on and After the Initial Maturity Date
	2.3

	 	Initial Borrowers
	 

	 	(a) Initial U.S. Borrowers
	 

	 	(b) Initial Canadian Borrowers
	 

	 	(c) Initial Euro Borrowers
	 

	 	(d) Initial Yen Borrowers
	 

	 	(e) Initial KRW Borrowers
	2.4

	 	Existing Letters of Credit
	 

	 	(a) U.S. Existing Letters of Credit
	 

	 	(b) Euro Existing Letters of Credit
	 

	 	(c) Yen Existing Letters of Credit
	8.12-1

	 	Pre-Approved Reallocations Prior to the Initial Maturity Date
	8.12-2

	 	Pre-Approved Reallocations on and After the Initial Maturity Date
	10.1

	 	Opinions
	11.6


	 	Litigation

	
11.9

	 	
Environmental Matters
	12.13

	 	Initial Subsidiary Guarantors
	12.14

	 	Initial Pledged Indebtedness
	16.2

	 	Global Administrative Agent’s Office; Certain Addresses for Notices
	16.6

	 	Processing and Recordation Fees






Global Senior Credit Agreement
vi









 





	 	 	 
	EXHIBITS	 	 
	Form of
	A-1

	 	U. S. Committed Loan Notice
	A-2

	 	Canadian Committed Loan Notice
	A-3

	 	Euro Committed Loan Notice
	A-4

	 	Yen Committed Loan Notice
	A-5

	 	KRW Committed Loan Notice
	B-1

	 	U.S. Swing Line Loan Notice
	B-2

C

	 	Euro Swing Line Notice

Compliance Certificate
	D

	 	Assignment and Assumption
	E

	 	Parent Guaranty
	F

	 	Subsidiary Guaranty
	G-1

	 	ProLogis Pledge Agreement
	G-2

	 	Subsidiary Pledge Agreement
	H

	 	Supplemental Addendum
	I

	 	Borrower’s Accession Agreement
	J

	 	Joinder Agreement
	K

	 	Increase Certificate







Global Senior Credit Agreement
vii









 








GLOBAL SENIOR CREDIT AGREEMENT




          This GLOBAL SENIOR CREDIT AGREEMENT is entered into as of October 6, 2005, among PROLOGIS, a
Maryland real estate investment trust (“ProLogis”), Initial Affiliate Borrowers, each
Eligible Affiliate that becomes a borrower hereunder pursuant to Section 8.11
(individually, an “Additional Affiliate Borrower” and collectively, “Additional
Affiliate Borrowers;” ProLogis, Initial Affiliate Borrowers, and Additional Affiliate Borrowers
are individually called a “Borrower” and collectively called “Borrowers”), Lenders
(defined below), BANK OF AMERICA, N.A., as Global Administrative Agent, Collateral Agent, U.S.
Funding Agent, U.S. Swing Line Lender, and a U.S. L/C Issuer, BANK OF AMERICA, N.A., acting through
its Canada branch, as Canadian Funding Agent and a Canadian L/C Issuer, THE ROYAL BANK OF SCOTLAND
PLC (successor to ABN AMRO Bank N.V.), as a Global Co-Syndication Agent, ABN AMRO BANK N.V., as
Euro Funding Agent, Euro Swing Line Lender, and a Euro L/C Issuer, and SUMITOMO MITSUI BANKING
CORPORATION, as a Global Co-Syndication Agent, Yen Funding Agent, KRW Funding Agent, and a Yen L/C
Issuer.




          In consideration of the mutual covenants and agreements herein contained, the parties hereto
covenant and agree as follows:




ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS




     1.1 Defined Terms. As used in this Agreement, the following terms shall have the meanings set
forth below:



          “ABN AMRO” means ABN AMRO Bank N.V. and its successors.




          “ABR Rate” means (a) with respect to the Canadian Committed Loans in Canadian Dollars,
for any day, the greatest of (i) the CDOR Rate plus one-half of one percent (0.5%),
(ii) the Canadian Dollar Prime Rate, and (iii) the Daily Floating Eurocurrency Rate, and (b) with
respect to Yen Committed Loans in Yen, the greater of (i) the Japanese Prime Rate, and (ii) the
Daily Floating Yen Eurocurrency Rate. If at any time any rate described above is not available,
then the applicable ABR Rate shall be determined by reference to the rate or rates, as applicable,
that are available.




          “ABR Rate Loan” means a Canadian Committed Loan denominated in Canadian Dollars or a
Yen Committed Loan denominated in Yen, in each case bearing interest at the ABR Rate.




          “Additional Affiliate Borrower” has the meaning specified in the introductory
paragraph hereto.




          “Additional Fee Margin” means, at the time of determination thereof, the percentage
per annum set forth below based upon the Rating Requirement:




Global Senior Credit Agreement
1









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Rating Requirement	 	Additional Fee Margin
	Moody’s Rating	 	S&P Rating	 	Fitch Rating	 	Additional Facility Fee	 	Utilization Fee
	Less than Baa3 or
not rated

	 	Less than BBB- or
not rated
	 	Less than BBB- or
not rated
	 	 	0.350	%	 	 	2.400	%
	Baa3

	 	BBB-
	 	BBB-
	 	 	0.350	%	 	 	2.150	%
	Baa2

	 	BBB
	 	BBB
	 	 	0.300	%	 	 	2.150	%
	Baa1

	 	BBB+
	 	BBB+
	 	 	0.300	%	 	 	2.075	%
	A3 or better

	 	A- or better
	 	A- or better
	 	 	0.275	%	 	 	1.900	%






          “Adjusted EBITDA” means, for the Companies on a consolidated basis, net earnings
before Preferred Dividends, plus amounts that have been deducted, and minus amounts that have been
added for the following (without duplication):





     (a) Non-recurring losses and gains from Dispositions of assets (excluding
Dispositions to any Property Fund and Dispositions to third parties in connection with the
Companies’ development business);




     (b) Losses (gains) resulting from foreign currency exchange effects of settlement of
Indebtedness and mark-to-market adjustments associated with (i) intercompany Indebtedness
between ProLogis and any of its Consolidated Subsidiaries and Unconsolidated Affiliates,
(ii) third party Indebtedness of ProLogis and its Consolidated Subsidiaries, and (iii)
Swap Contracts (other than those entered into for purely speculative purposes);




     (c) Arrangement fees and closing costs incurred in connection with the negotiation,
documentation, and/or closing of this Agreement;




     (d) Fees and costs incurred in connection with the negotiation, documentation, and/or
closing of each capital market offering, redemption of Indebtedness, business combination,
and consent solicitation;




     (e) Losses (gains) from early extinguishment of Indebtedness; and




     (f) Losses (earnings) attributable to Unconsolidated Affiliates;


plus Allowed Unconsolidated Affiliate Earnings, plus all amounts deducted in
calculating net earnings for Interest Expense (including cash and non-cash amounts), provisions for
taxes based on income (including deferred income taxes), provisions for unrealized gains and
losses, depreciation and amortization and the effect of any other non-cash item minus the
amount, if any, by which Allowed Unconsolidated Affiliate Earnings exceed fifteen percent (15%) of
the total of all of the foregoing. Notwithstanding the above, non-cash losses (gains) and any
non-cash impairment of Investments, intangible assets, including goodwill, or other assets shall be
added back to (in the case of write-downs, impairment charges, and losses) or deducted from (in


Global Senior Credit Agreement
2









 






the case of gains) Adjusted EBITDA to the extent deducted (added) in the calculation of net
earnings or Adjusted EBITDA (but without duplication).




          “Administrative Questionnaire” means an Administrative Questionnaire in a form
supplied by Global Administrative Agent or the applicable Funding Agent.




          “Affiliate” means, with respect to any Person, another Person that directly, or
indirectly through one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified.




          “Affiliate Borrowers” means, collectively, each Initial Affiliate Borrower and each
Additional Affiliate Borrower; and “Affiliate Borrower” means any of the Affiliate
Borrowers.




          “Agents” means, collectively, Global Administrative Agent, Collateral Agent, and the
Funding Agents; and “Agent” means any of the Agents.




          “Aggregate Tranche Commitments” means, collectively, the U.S. Aggregate Commitments,
the Euro Aggregate Commitments, the Canadian Aggregate Commitments, the Yen Aggregate Commitments,
the KRW Aggregate Commitments, and each Supplemental Aggregate Commitment; and “Aggregate
Tranche Commitment” means any of the Aggregate Tranche Commitments.




          “Agreement” means this Global Senior Credit Agreement.




          “Allocating Lender” has the meaning specified in Section 8.12.1.




          “Allowed Unconsolidated Affiliate Earnings” means distributions (excluding
extraordinary or non-recurring distributions) received in cash from Unconsolidated Affiliates.




          “Alternative Currencies” means (a) for the U.S. Tranche, each of Euro, Sterling, Yen,
and Canadian Dollars, (b) for the Euro Tranche, each of Dollars, Sterling, and Yen, (c) for the Yen
Tranche, each of Dollars, Euro, and Sterling, and (d) for each Supplemental Tranche, each
alternative currency set forth in the Supplemental Addendum.




          “Applicable Global Percentage” means with respect to any Lender at any time, the
percentage (carried out to the ninth decimal place) of the Dollar Equivalent of the total Aggregate
Tranche Commitments represented by the Dollar Equivalent of such Lender’s Commitments at such time.
If the commitment of each Lender to make Loans and the obligation of each L/C Issuer to make L/C
Credit Extensions have been terminated pursuant to Section 14.2 or if the Aggregate Tranche
Commitments have expired, then the Applicable Global Percentage of such Lender shall be the
percentage (carried out to the ninth decimal place) of the Dollar Equivalent of the Total Global
Outstandings held by such Lender (with the aggregate amount of such Lender’s risk participation and
funded participation in L/C Obligations, Fronting Loans, and Swing Line Loans being deemed “held”
by such Lender for purposes of this definition). Notwithstanding the foregoing, to the extent that
on or after the Initial Maturity Date there are Canadian Total Outstandings or KRW Outstanding
Amount and the Commitments under the Available Tranches have not been terminated and have not
expired, then for purposes of calculating the Applicable Global Percentages, (a) the Dollar
Equivalent of the Canadian Total




Global Senior Credit Agreement
3









 





Outstandings and the KRW Outstanding Amount will be used for the purpose of determining the
total Aggregate Tranche Commitments, and (b) the Dollar Equivalent of the Canadian Total
Outstandings and the KRW Outstanding Amount of such Lender will be used for the purpose of
determining such Lender’s Commitments at such time.




          “Applicable Margin” means, at the time of determination thereof, with respect to the
applicable Borrowings, the percentage per annum set forth below based upon the Rating Requirement:






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Rating Requirement	 	Applicable Margin
	 	 	 	 	 	 	 	 	 	 	Eurocurrency	 	 	 	 
	 	 	 	 	 	 	Base Rate	 	Rate Loans/	 	 	 	 
	 	 	 	 	 	 	Loans/ ABR	 	Substitute Rate	 	 	 	 
	 	 	 	 	 	 	Rate Loans/	 	Loans/ BA Rate	 	KRW	 	 
	Moody’s	 	S&P	 	Fitch	 	Money Market	 	Loans/ Letter of	 	Rate	 	Facility
	Rating	 	Rating	 	Rating	 	Rate Loans	 	Credit Fees	 	Loans	 	Fee
	Less than Baa3 or
not rated

	 	Less than BBB- or
not rated
	 	Less than BBB- or
not rated
	 	 	0.250	%	 	 	0.950	%	 	 	1.250	%	 	 	0.300	%
	Baa3

	 	BBB-
	 	BBB-
	 	 	0	%	 	 	0.750	%	 	 	1.050	%	 	 	0.250	%
	Baa2

	 	BBB
	 	BBB
	 	 	0	%	 	 	0.600	%	 	 	0.900	%	 	 	0.200	%
	Baa1

	 	BBB+
	 	BBB+
	 	 	0	%	 	 	0.475	%	 	 	0.775	%	 	 	0.150	%
	A3 or better

	 	A- or better
	 	A- or better
	 	 	0	%	 	 	0.450	%	 	 	0.750	%	 	 	0.125	%







          “Applicable Time” means, with respect to any borrowings and payments in any currency,
the local time in the place of settlement for such currency as may be determined by Global
Administrative Agent, the applicable Funding Agent, or the applicable L/C Issuer, as the case may
be, to be necessary for timely settlement on the relevant date in accordance with normal banking
procedures in the place of payment.




          “Applicable Tranche Lender” means, with respect to any Tranche, a Lender under such
Tranche.




          “Applicable Tranche Percentage” means:





     (a) with respect to any U.S. Lender at any time, the percentage (carried out to the
ninth decimal place) of the U.S. Aggregate Commitments represented by such U.S. Lender’s
U.S. Commitment at such time. If the commitment of each U.S. Lender to make U.S. Loans and
the obligation of each U.S. L/C Issuer to make U.S. L/C Credit Extensions have been
terminated pursuant to Section 8.2 or 14.2 or if the U.S. Aggregate
Commitments have expired, then the Applicable Tranche Percentage of such U.S. Lender shall
be the percentage (carried out to the ninth decimal place) of the U.S. Total Outstandings
represented by such U.S. Lender’s U.S. Credit Exposure. The Applicable Tranche Percentage
of each U.S. Lender (i) as of the Third Amendment Effective Date is



Global Senior Credit Agreement
4









 







set forth opposite the name of such U.S. Lender on Schedule 2.1-1(a) and (ii)
as of the Initial Maturity Date is set forth opposite the name of such U.S. Lender on
Schedule 2.1-2(a).




     (b) with respect to any Canadian Lender at any time, the percentage (carried out to the
ninth decimal place) of the Canadian Aggregate Commitments represented by such Canadian
Lender’s Canadian Commitment at such time. If the commitment of each Canadian Lender to
make Canadian Committed Loans and the obligation of each Canadian L/C Issuer to make
Canadian L/C Credit Extensions have been terminated pursuant to Section 3.5,
8.2 or 14.2 or if the Canadian Aggregate Commitments have expired, then the
Applicable Tranche Percentage of such Canadian Lender shall be the percentage (carried out
to the ninth decimal place) of the Canadian Total Outstandings represented by such Canadian
Lender’s Canadian Credit Exposure. The Applicable Tranche Percentage of each Canadian
Lender as of the Third Amendment Effective Date is set forth opposite the name of such
Canadian Lender on Schedule 2.1-1(b).




     (c) with respect to any Euro Lender at any time, the percentage (carried out to the
ninth decimal place) of the Euro Aggregate Commitments represented by such Euro Lender’s
Euro Commitment at such time. If the commitment of each Euro Lender to make Euro Loans and
the obligation of each Euro L/C Issuer to make Euro L/C Credit Extensions have been
terminated pursuant to Section 8.2 or 14.2 or if the Euro Aggregate
Commitments have expired, then the Applicable Tranche Percentage of such Euro Lender shall
be the percentage (carried out to the ninth decimal place) of the Euro Total Outstandings
represented by such Euro Lender’s Euro Credit Exposure. The Applicable Tranche Percentage
of each Euro Lender (i) as of the Third Amendment Effective Date is set forth opposite the
name of such Euro Lender on Schedule 2.1-1(c) and (ii) as of the Initial Maturity
Date is set forth opposite the name of such Euro Lender on Schedule 2.1-2(b).




     (d) with respect to any Yen Lender at any time, the percentage (carried out to the
ninth decimal place) of the Yen Aggregate Commitments represented by such Yen Lender’s Yen
Commitment at such time. If the commitment of each Yen Lender to make Yen Committed Loans
and the obligation of each Yen L/C Issuer to make Yen L/C Credit Extensions have been
terminated pursuant to Section 8.2 or 14.2 or if the Yen Aggregate
Commitments have expired, then the Applicable Tranche Percentage of such Yen Lender shall be
the percentage (carried out to the ninth decimal place) of the Yen Total Outstandings
represented by such Yen Lender’s Yen Credit Exposure. The Applicable Tranche Percentage of
each Yen Lender (i) as of the Third Amendment Effective Date is set forth opposite the name
of such Yen Lender on Schedule 2.1-1(d) and (ii) as of the Initial Maturity Date is
set forth opposite the name of such Yen Lender on Schedule 2.1-2(c).




     (e) with respect to any KRW Lender at any time, the percentage (carried out to the
ninth decimal place) of the KRW Aggregate Commitments represented by such KRW Lender’s KRW
Commitment at such time. If the commitment of each KRW Lender to make KRW Committed Loans
has been terminated pursuant to Section 6.4, 8.2 or 14.2 or if the
KRW Aggregate Commitments have expired, then the Applicable



Global Senior Credit Agreement
5









 







Tranche Percentage of such KRW Lender shall be the percentage (carried out to the ninth
decimal place) of the KRW Outstanding Amount of all KRW Committed Loans held by such KRW
Lender. The Applicable Tranche Percentage of each KRW Lender as of the Third Amendment
Effective Date is set forth opposite the name of such KRW Lender on
Schedule 2.1-1(e).




     (f) with respect to each Supplemental Tranche, the percentage set forth in the
applicable Supplemental Addendum, as adjusted from time to time in accordance with this
Agreement.



          “Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a
Lender.




          “Arrangers” means, collectively, Banc of America Securities LLC, RBS Securities Inc.,
Sumitomo Mitsui Banking Corporation, and J.P. Morgan Securities Inc., each in its capacity as a
global lead arranger and a global book runner under the Loan Documents.




          “Assignee Group” means two or more Eligible Assignees that are Affiliates of one
another or two or more Approved Funds managed by the same investment advisor.




          “Assignment and Assumption” means an assignment and assumption entered into by a
Lender and an Eligible Assignee (with the consent of any party whose consent is required by
Section 16.6.2), and accepted by Global Administrative Agent and the applicable Funding
Agent, in substantially the form of Exhibit D or any other form approved by Global
Administrative Agent and the applicable Funding Agent.




          “Audited Financial Statements” means the audited consolidated balance sheet of the
Companies for the fiscal year ended December 31, 2008 and the related consolidated statements of
income or operations, shareholders’ equity and cash flows for such fiscal year of the Companies,
including the notes thereto.




          “Auto-Extension Letter of Credit” has the meaning set forth in Section 7.2.3.




          “Available Tranches” means (a) prior to the Initial Maturity Date, the Tranches, and
(b) on and after the Initial Maturity Date, collectively, the U.S. Tranche, the Euro Tranche, the
Yen Tranche, and each Supplemental Tranche; and “Available Tranche” means any of the
Available Tranches.




          “BA Rate” means, for any Interest Period, with respect to a BA Rate Loan under the
Canadian Tranche, the rate of interest per annum equal to the annual rate of interest quoted on the
first day of such Interest Period by Canadian Funding Agent in accordance with its normal practice
as being its rate of interest for bankers’ acceptances in Canadian Dollars for a face amount
similar to the amount of the applicable BA Rate Loans and for a term similar to such Interest
Period.




          “BA Rate Loan” means a Canadian Committed Loan that bears interest at the BA Rate.
All BA Rate Loans shall be denominated in Canadian Dollars.




Global Senior Credit Agreement
6









 








          “Bank of America” means Bank of America, N.A. and its successors.




          “Base Rate” means, with respect to Committed Loans denominated in Dollars for any day,
a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of
1%, (b) the rate of interest in effect for such day as publicly announced from time to time by U.S.
Funding Agent as its “prime rate”, and (c) the Daily Floating Eurocurrency Rate. If at any time
any rate described above is not available, then the Base Rate shall be determined by reference to
the rate or rates, as applicable, that are available. The “prime rate” is a rate set by U.S.
Funding Agent based upon various factors including U.S. Funding Agent’s costs and desired return,
general economic conditions and other factors, and is used as a reference point for pricing some
loans, which may be priced at, above, or below such announced rate. Any change in such rate
announced by U.S. Funding Agent shall take effect at the opening of business on the day specified
in the public announcement of such change.




          “Base Rate Committed Loan” means any Committed Loan that is a Base Rate Loan.




          “Base Rate Loan” means a Loan that bears interest based on the Base Rate. All Base
Rate Loans shall be denominated in Dollars.




          “Bond Documents” means (a) when used in connection with any U.S. Bond L/C, the Bonds
or other evidences of indebtedness with respect to which such U.S. Bond L/C has been issued as
credit support, together with any remarketing agreement, trust indenture, purchase agreement,
purchased bond custody agreement, funding agreement, pledge agreement, loan agreement, and other
documents executed pursuant to or in connection with such bonds or other evidences of indebtedness,
and all amendments or supplements thereto, and (b) in all other cases, collectively, all Bond
Documents as defined in the preceding clause (a) relating to U.S. Bond L/Cs then
outstanding.




          “Bond Purchase Drawing” has the meaning specified in Section 7.13.2.




          “Bond Rights” has the meaning specified in Section 7.13.4.




          “Bonds” means revenue bonds issued by any Person for the purpose of financing,
directly or indirectly, the development, operation, construction, or maintenance of infrastructure
and housing projects involving any Company, or which projects are related to any Company’s business
activities in the region in which the projects are being developed, and for which any Company has
obtained credit support in the form of a U.S. Bond L/C for such revenue bonds.




          “Borrower” and “Borrowers” each has the meaning specified in the introductory
paragraph hereto.




          “Borrower Accession Agreement” means a Borrower Accession Agreement substantially in
the form of Exhibit I.




          “Borrower Materials” has the meaning specified in Section 12.2.




          “Borrowing” means any Committed Borrowing or any Swing Line Borrowing, as the context
may require.




          “Business Day” means:




Global Senior Credit Agreement
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     (a) any day other than (i) a Saturday or Sunday or (ii) with respect to any
Tranche, a day on which commercial banks are authorized to close under the Laws of,
or are in fact closed in, the jurisdiction where the Funding Agent’s Office for such
Tranche is located; and




     (b) (i) if such day relates to any interest rate settings as to a Eurocurrency
Rate Loan denominated in Dollars, any fundings, disbursements, settlements and
payments in Dollars in respect of any such Eurocurrency Rate Loan, or any other
dealings in Dollars to be carried out pursuant to this Agreement in respect of any
such Eurocurrency Rate Loan, any such day on which dealings in deposits in Dollars
are conducted by and between banks in the London interbank eurodollar market;




     (ii) if such day relates to any interest rate settings as to a Eurocurrency
Rate Loan denominated in Euro, any fundings, disbursements, settlements and payments
in Euro in respect of any such Eurocurrency Rate Loan, or any other dealings in Euro
to be carried out pursuant to this Agreement in respect of any such Eurocurrency
Rate Loan, a TARGET Day;




     (iii) if such day relates to any interest rate settings as to a Eurocurrency
Rate Loan or BA Rate Loan denominated in a currency other than Dollars or Euro, any
such day on which dealings in deposits in the relevant currency are conducted by and
between banks in the London, Toronto, Tokyo or other applicable offshore interbank
market for such currency; and




     (iv) if such day relates to any fundings, disbursements, settlements and
payments in a currency other than Dollars or Euro in respect of a Eurocurrency Rate
Loan or BA Rate Loans denominated in a currency other than Dollars or Euro, or any
other dealings in any currency other than Dollars or Euro to be carried out pursuant
to this Agreement in respect of any such Eurocurrency Rate Loan or BA Rate Loan
(other than any interest rate settings), any such day on which banks are open for
foreign exchange business in the principal financial center of the country of such
currency.



          “Canadian Aggregate Commitments” means the Canadian Commitments of all Canadian
Lenders.




          “Canadian Borrower” means each Borrower listed under the heading “Canadian Tranche” on
Schedule 2.3 and any other Borrower added to the Canadian Tranche pursuant to
Section 8.11 that is organized under the Laws of the United States or any other
jurisdiction reasonably acceptable to Canadian Funding Agent and is qualified to do business in
Canada.




          “Canadian Commitment” means, as to each Canadian Lender, its obligation to make
Canadian Committed Loans to Canadian Borrowers pursuant to Section 3.1, in an aggregate
principal amount at any one time outstanding not to exceed the amount set forth opposite such
Canadian Lender’s name on the most recent Schedule 2.1-1(b) prepared by Global
Administrative Agent or Canadian Funding Agent (or if the applicable assignment occurred after




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such preparation, in the most recent Assignment and Assumption to which such Canadian Lender
is a party), as such amount may be adjusted from time to time in accordance with this Agreement.




          “Canadian Committed Borrowing” means a borrowing consisting of simultaneous Canadian
Committed Loans of the same Type, and, in the case of Eurocurrency Rate Loans or BA Rate Loans,
having the same Interest Period made by each Canadian Lender pursuant to Section 3.1.




          “Canadian Committed Loan” has the meaning specified in Section 3.1.




          “Canadian Committed Loan Notice” means a notice of (a) a Canadian Committed Borrowing,
(b) a conversion of Canadian Committed Loans from one Type to another, or (c) a continuation of
Eurocurrency Rate Loans or BA Rate Loans, pursuant to Section 3.2.1, which, if in writing,
shall be substantially in the form of Exhibit A-2.




          “Canadian Credit Exposure” means, for any Canadian Lender at any time, the aggregate
Canadian Outstanding Amount of all Canadian Committed Loans of such Canadian Lender plus
such Canadian Lender’s Applicable Tranche Percentage of the Canadian Outstanding Amount of all
Canadian L/C Obligations.




          “Canadian Dollar Prime Rate” means, on any day, the per annum rate of interest most
recently announced by Canadian Funding Agent as its reference rate then in effect for determining
interest rates on Cdn$ denominated commercial loans in Canada.




          “Canadian Dollars” and the symbol “Cdn$” means the lawful currency of Canada.




          “Canadian Funding Agent” means Bank of America, acting through its Canada branch, in
its capacity as Canadian funding agent under the Loan Documents, or any successor thereof.




          “Canadian Funding Agent’s Office” means, with respect to the Canadian Tranche,
Canadian Funding Agent’s Office address and, as appropriate, account as set forth on
Schedule 16.2 with respect to the Canadian Tranche, or (subject to Section 16.2.5)
such other address or account with respect to the Canadian Tranche as Canadian Funding Agent may
from time to time notify to ProLogis, Global Administrative Agent, the other Funding Agents, and
Canadian Lenders.




          “Canadian L/C Borrowing” means an extension of credit resulting from a drawing under
any Canadian Letter of Credit which has not been reimbursed on the date when made or refinanced as
a Canadian Committed Borrowing. All Canadian L/C Borrowings shall be denominated in Canadian
Dollars.




          “Canadian L/C Credit Extension” means, with respect to any Canadian Letter of Credit,
the issuance thereof or extension of the expiry date thereof, or the increase of the amount
thereof.




          “Canadian L/C Issuers” means Bank of America, acting through its Canada branch, in its
individual capacity as a bank issuing Canadian Letters of Credit hereunder, and any other Canadian
Lender, in its individual capacity, approved by Global Administrative Agent and




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Canadian Funding Agent to issue Canadian Letters of Credit hereunder; and “Canadian L/C
Issuer” means any one of the Canadian L/C Issuers.




          “Canadian L/C Obligations” means, as at any date of determination, the aggregate
amount available to be drawn under all outstanding Canadian Letters of Credit plus the
aggregate of all Canadian Unreimbursed Amounts, including all Canadian L/C Borrowings.




          “Canadian Lenders” means each Lender listed on Schedule 2.1-1(b) and any
Person that becomes a Canadian Lender pursuant to Section 8.13, and the successors and
permitted assigns of any of the foregoing.




          “Canadian Letter of Credit” means any standby letter of credit issued under the
Canadian Tranche. Canadian Letters of Credit may only be issued in Canadian Dollars.




          “Canadian Letter of Credit Sublimit” means an amount equal to the lesser of
(a) Cdn$25,000,000 and (b) the Canadian Aggregate Commitments. The Canadian Letter of Credit
Sublimit is part of, and not in addition to, the Canadian Aggregate Commitments.




          “Canadian Outstanding Amount” means: (a) with respect to Canadian Committed Loans on
any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings
and prepayments or repayments of Canadian Committed Loans occurring on such date; and (b) with
respect to Canadian L/C Obligations on any date, the aggregate outstanding amount of Canadian L/C
Obligations on such date after giving effect to any Canadian L/C Credit Extension occurring on such
date and any other changes in the aggregate amount of the Canadian L/C Obligations as of such date,
including as a result of any reimbursements by the applicable Canadian Borrower of Canadian
Unreimbursed Amounts.




          “Canadian Required Lenders” means, as of any date of determination, Canadian Lenders
having more than fifty percent (50%) of the Canadian Aggregate Commitments or, if the Canadian
Aggregate Commitments have terminated, Canadian Lenders holding in the aggregate more than fifty
percent (50%) of the aggregate Canadian Outstanding Amount of all Committed Loans and all Canadian
L/C Obligations (with the aggregate amount of each Canadian Lender’s risk participation and funded
participation in Canadian L/C Obligations being deemed “held” by such Canadian Lender for purposes
of this definition); provided that the Canadian Commitment of, and the portion of the
Canadian Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for
purposes of making a determination of Canadian Required Lenders.




          “Canadian Total Outstandings” means the aggregate Canadian Outstanding Amount of all
Canadian Committed Loans and all Canadian L/C Obligations.




          “Canadian Tranche” means the revolving credit facility described in
Article III.




          “Canadian Unreimbursed Amount” means any unreimbursed amount under Section 7.3
with respect to a Canadian Letter of Credit.




          “Capital Expenditures” means, for any period, an amount equal to $0.20 per square foot
on the portfolio square footage as most recently reported on a Form 10-Q or 10-K filed by or on
behalf of ProLogis with the SEC.




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          “Capital Lease” means any capital lease or sublease that has been (or under GAAP
should be) capitalized on the balance sheet of the lessee.




          “Capitalization Rate” means the percentage rates set forth below:





	 	(a)	 	8.5% with respect to all Properties not located in Japan or Europe;
	 
	 	(b)	 	6.5% with respect to all Properties located in Japan; and
	 
	 	(c)	 	8.0% with respect to all Properties located in Europe.





          “Cash Collateralize” means, with respect to each Tranche that has a Letter of Credit
subfacility, to pledge and deposit with or deliver to Collateral Agent, for the benefit of the L/C
Issuers of such Tranche and Lenders of such Tranche, as collateral for the L/C Obligations of such
Tranche, cash or deposit account balances in the applicable currency of the applicable Letter of
Credit pursuant to documentation in form and substance satisfactory to Collateral Agent (which
documents are hereby consented to by such Lenders). Derivatives of such term have corresponding
meanings.




          “Cash Equivalents” means (a) direct obligations of the United States of America or any
agency thereof, or obligations fully guaranteed by the United States of America or any agency
thereof, provided that such obligations mature within one (1) year of the date of
acquisition thereof, (b) commercial paper rated “A-1” (or higher) according to S&P, or “P-1” (or
higher) according to Moody’s and maturing not more than one hundred and eighty (180) days from the
date of acquisition thereof, (c) time deposits with, and certificates of deposit and bankers’
acceptances issued by any Lender or any other United States bank having capital surplus and
undivided profits aggregating at least $1,000,000,000, and (d) mutual funds whose investments are
substantially limited to the foregoing.




          “Catellus” means Catellus Development Corporation.




          “CDOR Rate” means, on any day, the per annum rate of interest (as reasonably
determined by Canadian Funding Agent in a manner and amount identical to Canadian Funding Agent’s
determination of such rate of interest with respect to similarly situated loans and borrowers)
which is the rate based on an average rate applicable to Cdn$ bankers’ acceptances for a term
equivalent to the term of the relevant requested Interest Period appearing on the “Reuters Screen
CDOR Page” (as defined in the International Swap Dealer Association, Inc. definitions) as of 10:00
a.m. (Toronto time) on such date, or if such date is not a Business Day, then on the immediately
preceding Business Day; provided that if such rates are not available, then the CDOR Rate
for any day shall be calculated as the discount rate quoted by Canadian Funding Agent for its own
Cdn$ bankers’ acceptances for the applicable period as of 10:00 a.m. (Toronto time) on such day, or
if said day is not a Business Day, then on the immediately preceding Business Day.




          “Change in Law” means the occurrence, after the date of this Agreement, of any of the
following: (a) the adoption or taking effect of any Law, (b) any change in any Law or in the
administration, interpretation or application thereof by any Governmental Authority or (c) the
making or issuance of any request, guideline or directive (whether or not having the force of law)
by any Governmental Authority.




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          “Change of Control” means an event or series of events by which:





     (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or
its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other
fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in
Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or
group shall be deemed to have “beneficial ownership” of all securities that such person or
group has the right to acquire (such right, an “option right”), whether such right
is exercisable immediately or only after the passage of time), directly or indirectly, of
twenty-five percent (25%) or more of the equity securities of ProLogis entitled to vote for
members of the board of directors or equivalent governing body of ProLogis on a
fully-diluted basis (and taking into account all such securities that such person or group
has the right to acquire pursuant to any option right); or




     (b) during any period of twelve (12) consecutive months, a majority of the members of
the board of directors or other equivalent governing body of ProLogis cease to be composed
of individuals (i) who were members of that board or equivalent governing body on the first
day of such period, (ii) whose election or nomination to that board or equivalent governing
body was approved by individuals referred to in clause (i) above constituting at the
time of such election or nomination at least a majority of that board or equivalent
governing body or (iii) whose election or nomination to that board or other equivalent
governing body was approved by individuals referred to in clauses (i) and
(ii) above constituting at the time of such election or nomination at least a
majority of that board or equivalent governing body (excluding, in the case of both
clause (ii) and clause (iii), any individual whose initial nomination for,
or assumption of office as, a member of that board or equivalent governing body occurs as a
result of an actual or threatened solicitation of proxies or consents for the election or
removal of one or more directors by any person or group other than a solicitation for the
election of one or more directors by or on behalf of the board of directors); or




     (c) any Person or two or more Persons acting in concert shall have acquired by contract
or otherwise, or shall have entered into a contract or arrangement that, upon consummation
thereof, will result in its or their acquisition of the power to exercise, directly or
indirectly, a controlling influence over the management or policies of ProLogis, or control
over the equity securities of ProLogis entitled to vote for members of the board of
directors or equivalent governing body of ProLogis on a fully-diluted basis (and taking into
account all such securities that such Person or group has the right to acquire pursuant to
any option right) representing twenty-five percent (25%) or more of the combined voting
power of such securities.



          “Closing Date” means the first date all the conditions precedent in
Section 10.1 are satisfied or waived in accordance with Section 16.1.




          “Code” means the Internal Revenue Code of 1986.




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12









 








          “Collateral Agent” means Bank of America, in its capacity as Collateral Agent under
the Guaranties, the Pledge Agreements, the Security Agency Agreement and any related document, or
any successor in such capacity.




          “Commitment” means a Lender’s commitment under any Tranche.




          “Committed Borrowings” means, collectively, U.S. Committed Borrowings, Canadian
Committed Borrowings, Euro Committed Borrowings, Yen Committed Borrowings, KRW Committed
Borrowings, and each Supplemental Committed Borrowing; and “Committed Borrowing” means any
one of the foregoing.




          “Committed Loan Notices” means, collectively, the U.S. Committed Loan Notice, the
Canadian Committed Loan Notice, the Euro Committed Loan Notice, the Yen Committed Loan Notice, the
KRW Committed Loan Notice, and each Supplemental Committed Loan Notice; and “Committed Loan
Notice” means any one of the Committed Loan Notices.




          “Committed Loans” means, collectively, the U.S. Committed Loans, the Canadian
Committed Loans, the Euro Committed Loans, the Yen Committed Loans, the KRW Committed Loans, and
each Supplemental Committed Loan; and “Committed Loan” means any one of the Committed
Loans.




          “Companies” means ProLogis and its Consolidated Subsidiaries; provided that
for purposes of Sections 11.1, 11.2, 11.3, 11.4, 11.6,
11.7, 11.15, 11.18, and 14.1, “Companies” shall also
include each Borrower that is not ProLogis or a Consolidated Subsidiary; and “Company”
means any one of the Companies.




          “Compliance Certificate” means a certificate substantially in the form of Exhibit
C.




          “Consolidated Leverage Ratio” means, as of any date, the ratio of (a) all Indebtedness
of the Companies, on a consolidated basis, to (b) Total Asset Value.




          “Consolidated Subsidiary” means, with respect to any Person (a “Parent”), any
other Person in which such Parent directly or indirectly holds an Equity Interest and which would
be consolidated in the preparation of consolidated financial statements of such Parent in
accordance with GAAP. Any reference herein or in any other Loan Document to a “Consolidated
Subsidiary” shall, unless otherwise specified, be a reference to a Consolidated Subsidiary of
ProLogis.




          “Consolidated Tangible Net Worth” means, for the Companies, on a consolidated basis,
as of any date, (a) Total Assets (excluding intangible assets of the Companies), minus
(b) all Liabilities, minus (c) minority interests in Consolidated Subsidiaries.




          “Contractual Obligation” means, as to any Person, any provision of any security issued
by such Person or of any agreement, instrument or other undertaking to which such Person is a party
or by which it or any of its property is bound.




          “Control” means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a Person, whether through the ability to
exercise




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voting power, by contract or otherwise. “Controlling” and “Controlled” have
meanings correlative thereto.




          “Credit Extension” means the making of a Borrowing (but not a continuation or
conversion thereof) or an L/C Credit Extension.




          “Credit Parties” means, collectively, each Agent, each Lender, each L/C Issuer, each
Swing Line Lender, and each Fronting Lender.




          “Customary Permitted Liens” means Liens described in clauses (a), (b),
(c), (d), (e), (f), (g), (h), (i),
(l), (p), or (r) of the definition of “Permitted Liens”.




          “Customary Recourse Exceptions” means, with respect to any Non-Recourse Debt,
exclusions from the exculpation provisions with respect to such Non-Recourse Debt for fraud,
misapplication of cash, environmental claims, and other circumstances customarily excluded by
institutional lenders from exculpation provisions and/or included in separate indemnification
agreements in non-recourse financings of real estate.




          “Daily Floating Eurocurrency Rate” means, as of any date of determination, the per
annum rate of interest equal to BBA LIBOR (as defined in clause (a) of the definition of
“Eurocurrency Rate”), as published by Reuters (or another commercially available source providing
quotations of BBA LIBOR as reasonably selected by Global Administrative Agent from time to time) at
approximately 11:00 a.m. London time on the date of determination (or, if such day is not a
Business Day, on the immediately preceding Business Day) for Dollar deposits being delivered in the
London interbank market for a term of one (1) month commencing on that day.




          “Daily Floating Yen Eurocurrency Rate” means, as of any date of determination, the
Eurocurrency Rate applicable to Eurocurrency Rate Loans denominated in Yen under the Yen Tranche
with a term of one (1) month commencing on the date of determination (or, if such day is not a
Business Day, on the immediately preceding Business Day).




          “Debt Service” means, for any Person for any period, the sum of the cash
portion of Interest Expense plus any regularly scheduled principal payments on Indebtedness
plus any operating lease payments related to transactions in which such Person or an
Affiliate of such Person leases, as lessee, any Property or other assets that it owned and sold,
transferred, or otherwise Disposed of to the lessor (or a predecessor in interest to the lessor);
provided that Debt Service shall not include Excluded Debt Service.




          “Debtor Relief Laws” means Title 11 of the United States Code and all other applicable
state or federal liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership,
insolvency, reorganization, suspension of payments, or similar debtor relief Laws of the United
States or other applicable jurisdictions from time to time in effect and affecting rights of
creditors generally.




          “Default” means any event or condition that constitutes an Event of Default or that,
with the giving of any notice, the passage of time, or both, would be an Event of Default.




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          “Default Rate” means (a) when used with respect to Obligations other than Letter of
Credit Fees, an interest rate equal to (i) the Base Rate or ABR Rate plus (ii) the
Applicable Margin, if any, applicable to Base Rate Loans and ABR Rate Loans, plus (iii) 2%
per annum; provided that with respect to a Eurocurrency Rate Loan, a BA Rate Loan, a
Substitute Rate Loan, a KRW Rate Loan, a Money Market Rate Loan, and a Supplemental Rate Loan, if
any, the Default Rate shall be an interest rate equal to the interest rate (including any
Applicable Margin and any Mandatory Cost) otherwise applicable to such Loan plus 2% per
annum, and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable
Margin plus 2% per annum.




          “Defaulting Lender” means any Lender that: (a) has failed to fund any Loan (including
any portion of an applicable Fronting Loan), any participation in L/C Obligations, or any
participation in a Swing Line Loan within one (1) Business Day of the date required to be funded by
it hereunder, unless such failure has been cured; (b) has notified any Borrower, Global
Administrative Agent, any Funding Agent, any L/C Issuer, or any Lender in writing that it does not
intend to comply with any of its funding obligations hereunder, unless such notice has been
withdrawn and the effect of such notice has been cured; (c) has failed, within three (3) Business
Days after written request by Global Administrative Agent based on a reasonable belief that such
Lender may be unwilling or unable to comply, to confirm that it will comply with the terms of this
Agreement relating to its obligations to fund prospective Loans (including any portion of an
applicable Fronting Loan), participations in L/C Obligations, or participations in Swing Line
Loans, unless such failure has been cured; (d) has otherwise failed to pay to Global Administrative
Agent, any Funding Agent, any L/C Issuer, or any other Lender any other amount (other than a de
minimus amount) required to be paid by it hereunder within three (3) Business Days of the date when
due, unless the subject of a good faith dispute or such failure has been cured; or (e) has become
the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee
or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent
to, approval of or acquiescence in any such proceeding or appointment or has a parent company that
has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver,
conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or
indicating its consent to, approval of or acquiescence in any such proceeding or appointment.




          “Designated Senior Debt” means (a) the Obligations and (b) all other Indebtedness of
or guaranteed by ProLogis that (i) is not contractually subordinated to any other Indebtedness of
ProLogis, (ii) at the time of issuance (or, in the case of Indebtedness arising under a revolving
credit facility, at the time of effectiveness of such facility) is in (or has commitments to
provide) an aggregate Dollar Equivalent 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
more, and (iii) is specifically designated by ProLogis in writing as “Designated Senior Debt.”




          “Disposition” or “Dispose” means the sale, transfer, license, lease,
contribution, or other disposition (including any sale and leaseback transaction, but excluding
charitable contributions) of any property by any Person, including any sale, assignment, transfer
or other disposal, with or without recourse, of any notes or accounts receivable or any rights and
claims associated therewith.




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          “Disqualified Stock” means any of ProLogis’ Equity Interests which by its terms (or by
the terms of any Equity Interests into which it is convertible or for which it is exchangeable or
exercisable) (a) matures or is subject to mandatory redemption, pursuant to a sinking fund
obligation or otherwise, (b) is convertible into or exchangeable or exercisable for a Liability or
Disqualified Stock during the term of the credit agreement, (c) is redeemable during the term of
the credit agreement at the option of the holder of such Equity Interests, or (d) otherwise
requires any payments by ProLogis, in each case on or before the Extended Maturity Date.




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




          “Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in
Dollars, such amount, and (b) with respect to any amount denominated in any Foreign Currency, the
equivalent amount thereof in Dollars as determined by Global Administrative Agent, the applicable
Funding Agent, or the applicable L/C Issuer, as the case may be, at such time on the basis of the
Spot Rate (as of the most recent Revaluation Date) for the purchase of Dollars with such Foreign
Currency.




          “Domestic Borrower” means, with respect to each Tranche, a Borrower under such Tranche
that is not a Foreign Borrower under such Tranche.




          “Dutch Banking Act” means the Act on the Supervision of the Financial Markets dated
September 28, 2006 (Wet op het Financieel Toezicht).




          “Dutch Borrower” means any Borrower that is organized under the Laws of The
Netherlands.




          “Eligible Affiliate” means any Person in which ProLogis directly or indirectly holds
an Equity Interest.




          “Eligible Assignee” means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved
Fund; and (d) any other Person (other than a natural person) approved by (i) the applicable Funding
Agents, the applicable L/C Issuers and the applicable Swing Line Lenders, and (ii) unless an Event
of Default has occurred and is continuing, ProLogis (each such approval not to be unreasonably
withheld or delayed); provided that notwithstanding the foregoing, (A) “Eligible Assignee”
shall not include ProLogis or any of ProLogis’ Affiliates or Consolidated Subsidiaries; (B) to the
extent that a Lender is a Qualified Lender with respect to an outstanding Loan in which a Fronting
Lender has funded a portion of such Loan, then an “Eligible Assignee” with respect to the
assignment of such Loan by such Qualified Lender shall be a Qualified Lender; (C) so long as no
Default exists, an “Eligible Assignee” of a Canadian Lender must be an authorized “foreign bank of
Canada” (as defined in subsection 248(i) of the Income Tax Act (Canada)) which holds its interest
in Canadian Committed Loans in the course of its “Canadian banking business” (as defined in
subsection 248(i) of the Income Tax Act (Canada)) for the purposes of subsection 212 (13.3) of the
Income Tax Act (Canada); (D) each “Eligible Assignee” shall be able to make the representations set
forth in Section 9.1.5(a) with respect to the applicable Tranche; and (E) an “Eligible
Assignee” with respect to the Yen Tranche shall qualify as an institution from which a TMK may,
pursuant to the Laws of Japan, borrow money.




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          “Eligible Consolidated Subsidiary” means a Consolidated Subsidiary (a) of which at
least ninety percent (90%) of all of the issued and outstanding voting and beneficial Equity
Interests are owned, directly or indirectly, by ProLogis free and clear of any Liens (other than
Permitted Liens) and (b) that has no Indebtedness other than (i) Indebtedness hereunder, (ii)
Non-Recourse Debt, (iii) Indebtedness arising out of assessment bonds, and (iv) Indebtedness (A) to
ProLogis, (B) to a Subsidiary Guarantor, (C) to a Finance Subsidiary, (D) that is pledged pursuant
to Section 12.14, and/or (E) that is not required to be pledged pursuant to Section
12.14 but is owed to another Eligible Consolidated Subsidiary or to a Person that would be an
Eligible Consolidated Subsidiary except that it has liability with respect to Designated Senior
Debt. For the avoidance of doubt, if two or more Persons would be Eligible Consolidated
Subsidiaries except that they have Indebtedness among themselves, the existence of such
Indebtedness shall not, in and of itself, disqualify any such Person from being an Eligible
Consolidated Subsidiary.




          “EMU” means the European economic and monetary union in accordance with the Treaty of
Rome 1957, as amended by the Single European Act 1986, the Maastricht Treaty of 1992 and the
Amsterdam Treaty of 1998.




          “EMU Legislation” means the legislative measures of the European Council for the
introduction of, changeover to or operation of a single or unified European currency.




          “Encumbered Properties” means, any Properties or other assets that are subject to any
Liens (other than Permitted Liens) securing any Liabilities.




          “Environmental Laws” means any and all Federal, state, provincial, local, and foreign
statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions,
grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the
protection of the environment or the release of any materials into the environment, including those
related to hazardous substances or wastes, air emissions and discharges to waste or public systems.




          “Environmental Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or indemnities), of
ProLogis, any other Loan Party or any of their respective Affiliates directly or indirectly
resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use,
handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure
to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into
the environment or (e) any contract, agreement or other consensual arrangement pursuant to which
liability is assumed or imposed with respect to any of the foregoing.




          “Equity Interests” means, with respect to any Person, all shares of capital stock of
(or other ownership or profit interests in) such Person, all warrants, options or other rights for
the purchase or acquisition from such Person of shares of capital stock of (or other ownership or
profit interests in) such Person, all securities convertible into or exchangeable for shares of
capital stock of (or other ownership or profit interests in) such Person, and all other ownership,
beneficial or profit interests in such Person (including partnership, member or trust interests
therein), whether voting or nonvoting, in each case to the extent then outstanding;
provided that the convertible senior notes of ProLogis that are outstanding as of the Third
Amendment




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Effective Date shall not constitute Equity Interests unless such notes are converted into
capital stock of ProLogis.




          “ERISA” means the Employee Retirement Income Security Act of 1974.




          “ERISA Affiliate” means any trade or business (whether or not incorporated) under
common control with ProLogis within the meaning of Section 414(b) or (c) of the Code (and
Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the
Code).




          “ERISA Event” means: (a) a Reportable Event with respect to a Pension Plan; (b) a
withdrawal by ProLogis or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA
during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of
ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by ProLogis or any ERISA Affiliate from a Multiemployer
Plan or receipt by ProLogis or any ERISA Affiliate of notification that a Multiemployer Plan is in
reorganization; (d) the filing by ProLogis or any ERISA Affiliate of a notice of intent to
terminate any Pension Plan, the treatment of a Pension Plan amendment as a termination under
Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a
Pension Plan or Multiemployer Plan; or (e) an event or condition which constitutes grounds under
Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any
Pension Plan or Multiemployer Plan.




          “Euro” and “EUR” mean the lawful currency of the Participating Member States
introduced in accordance with the EMU Legislation.




          “Euro Aggregate Commitments” means, at any time, the Euro Commitments of all Euro
Qualified Lenders and Euro Non-Qualified Lenders, provided that such Euro Aggregate
Commitments shall not include the Fronting Commitments.




          “Euro Borrower” means each Borrower listed under the heading “Euro Tranche” on
Schedule 2.3 and any other Borrower added to the Euro Tranche pursuant to
Section 8.11.




          “Euro Commitment” means, as to each Euro Lender, its obligation to (a) make Euro
Committed Loans to Euro Borrowers pursuant to Section 4.1, (b) purchase participations in
Euro Fronting Loans to the extent such Euro Lender is a Euro Non-Qualified Lender, (c) purchase
participations in Euro L/C Obligations, and (d) purchase participations in Euro Swing Line Loans,
in the Euro Equivalent aggregate principal amount at any one time outstanding not to exceed (i)
prior to the Initial Maturity Date, the amount set forth opposite such Euro Lender’s name on the
most recent Schedule 2.1-1(c), or (ii) on and after the Initial Maturity Date, the amount
set forth opposite such Euro Lender’s name on the most recent Schedule 2.1-2(b), each as
prepared by Global Administrative Agent or Euro Funding Agent (or if the applicable assignment
occurred after such preparation, in the most recent Assignment and Assumption to which such Euro
Lender is a party), as such amount may be adjusted from time to time in accordance with this
Agreement.




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          “Euro Committed Borrowing” means a borrowing consisting of simultaneous Euro Committed
Loans of the same Type, and, in the case of Eurocurrency Rate Loans, having the same Interest
Period made by each Euro Lender (other than any applicable Euro Non-Qualified Lender) pursuant to
Section 4.1.




          “Euro Committed Loan” has the meaning specified in Section 4.1, and shall
include any Euro Fronting Loan made in connection with a Euro Committed Borrowing.




          “Euro Committed Loan Notice” means a notice of (a) a Euro Committed Borrowing, (b) a
conversion of Euro Committed Loans from one Type to the other, or (c) a continuation of
Eurocurrency Rate Loans, pursuant to Section 4.3.1, which, if in writing, shall be
substantially in the form of Exhibit A-3.




          “Euro Credit Exposure” means, for any Euro Lender at any time, the aggregate Euro
Outstanding Amount of all Euro Committed Loans (other than Euro Fronting Loans) of such Euro Lender
plus such Euro Lender’s Applicable Tranche Percentage of the Euro Outstanding Amount of all
Euro L/C Obligations and all Euro Swing Line Loans plus, as to any Euro Non-Qualified
Lenders, the Euro Outstanding Amount of such Euro Lender’s participation in all applicable Euro
Fronting Loans.




          “Euro Credit Extension” means each of the following: (a) a Euro Committed Borrowing,
(b) a Euro Swing Line Borrowing, and (c) a Euro L/C Credit Extension.




          “Euro Equivalent” means, at any time, (a) with respect to any amount denominated in
Euro, such amount, and (b) with respect to any amount denominated in any Alternative Currency under
the Euro Tranche, the equivalent amount thereof in Euro as determined by Euro Funding Agent or the
applicable Euro L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (as of
the most recent Revaluation Date) for the purchase of Euro with such Alternative Currency.




          “Euro Existing Letters of Credit” means the letters of credit outstanding on the date
hereof and described on Schedule 2.4(b).




          “Euro Fronting Loan” has the meaning specified in Section 4.2.1.




          “Euro Funding Agent” means ABN AMRO, in its capacity as Euro funding agent under the
Loan Documents, or any successor Euro funding agent.




          “Euro Funding Agent’s Office” means, with respect to the Euro Tranche, Euro Funding
Agent’s Office address and, as appropriate, account as set forth on Schedule 16.2 with
respect to the Euro Tranche, or (subject to Section 16.2.5) such other address or account
with respect to the Euro Tranche as Euro Funding Agent may from time to time notify to ProLogis,
Global Administrative Agent, the other Funding Agents, and Euro Lenders.




          “Euro L/C Borrowing” means an extension of credit resulting from a drawing under any
Euro Letter of Credit which has not been reimbursed on the date when made or refinanced as a Euro
Committed Borrowing. All Euro L/C Borrowings shall be denominated in Euro or Sterling, as
applicable.




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          “Euro L/C Credit Extension” means, with respect to any Euro Letter of Credit, the
issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.




          “Euro L/C Issuers” means ABN AMRO, in its individual capacity as a bank issuing Euro
Letters of Credit hereunder, and any other Euro Lender, in its individual capacity, approved by
Global Administrative Agent and Euro Funding Agent to issue Euro Letters of Credit hereunder,
including each issuer of a Euro Existing Letter of Credit; and “Euro L/C Issuer” means any
one of the Euro L/C Issuers.




          “Euro L/C Obligations” means, as of any date of determination, the aggregate amount
available to be drawn under all outstanding Euro Letters of Credit plus the aggregate of
all Euro Unreimbursed Amounts, including all Euro L/C Borrowings.




          “Euro Lenders” means (a) prior to the Initial Maturity Date, (i) each Lender listed on
Schedule 2.1-1(c) and (ii) any Person that becomes a Euro Lender with an Initial Commitment
pursuant to Section 8.13, and (b) on and after the Initial Maturity Date, (i) any Lender
that has an Extended Commitment which consists in whole or in part of a Euro Commitment and (ii)
any Person that becomes a Euro Lender pursuant to Section 8.13; in each case, including
such Person’s successors and permitted assigns.




          “Euro Letter of Credit” means any standby letter of credit, bank guaranty, bank bond
or comparable instrument issued under the Euro Tranche (including the Euro Existing Letters of
Credit). Euro Letters of Credit may only be issued in Euro or Sterling.




          “Euro Letter of Credit Sublimit” means an amount equal to the lesser of (a)
EUR 100,000,000 (or, on and after the Initial Maturity Date, EUR 50,000,000) and (b) the Euro
Aggregate Commitments. The Euro Letter of Credit Sublimit is part of, and not in addition to, the
Euro Aggregate Commitments.




          “Euro Loan” means an extension of credit by a Euro Lender to a Borrower under
Article III in the form of a Euro Committed Loan or Euro Swing Line Loan.




          “Euro Non-Qualified Lender” means a Euro Lender that is not a Euro Qualified Lender.




          “Euro Outstanding Amount” means: (a) with respect to Euro Committed Loans (other than
Euro Fronting Loans), the aggregate outstanding Euro Equivalent principal amount thereof after
giving effect to any borrowings and repayments of Euro Committed Loans; (b) with respect to Euro
Fronting Loans, the aggregate outstanding Euro Equivalent principal amount thereof after giving
effect to any borrowings and repayments of Euro Fronting Loans; (c) with respect to Euro Swing Line
Loans, the aggregate outstanding Euro Equivalent principal amount thereof after giving effect to
any borrowings and repayments of Euro Swing Line Loans; and (d) with respect to any Euro L/C
Obligations, the aggregate outstanding Euro Equivalent principal amount thereof after giving effect
to any Euro L/C Credit Extension occurring on such date and any other change in the outstanding
amount of the Euro L/C Obligations on such date, including as a result of any reimbursement by any
Euro Borrower of Euro Unreimbursed Amounts.




          “Euro Qualified Lender” means, as of any date of determination, a Euro Lender that (a)
has committed hereunder to make Euro Committed Loans in the applicable currency requested




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by a Euro Borrower to be funded under the Euro Tranche, (b) is capable of making the requested
Euro Committed Loans to the Foreign Borrower requesting such Euro Committed Loan without the
imposition of any withholding taxes, and (c) to the extent the applicable Euro Borrower requesting
a Euro Committed Loan is a TMK, is an institution from which such Euro Borrower may, pursuant to
the Laws of Japan, borrow money.




          “Euro Required Lenders” means, as of any date of determination, Euro Lenders having
more than fifty percent (50%) of the Euro Aggregate Commitments or, if the Euro Aggregate
Commitments have terminated, Euro Lenders holding in the aggregate more than fifty percent (50%) of
the Euro Total Outstandings (with the aggregate amount of each Euro Lender’s risk participation and
funded participation in Euro L/C Obligations, Euro Fronting Loans, and Euro Swing Line Loans being
deemed “held” by such Euro Lender for purposes of this definition); provided that the Euro
Commitment of, and the portion of the Euro Total Outstandings held or deemed held by, any
Defaulting Lender shall be excluded for purposes of making a determination of Euro Required
Lenders.




          “Euro Swing Line” means the Euro revolving credit facility made available by Euro
Swing Line Lender pursuant to Section 4.5.




          “Euro Swing Line Borrowing” means a borrowing of a Euro Swing Line Loan pursuant to
Section 4.5.




          “Euro Swing Line Lender” means ABN AMRO in its capacity as provider of Euro Swing Line
Loans, or any successor Euro swing line lender hereunder.




          “Euro Swing Line Loan” has the meaning specified in Section 4.5.1.




          “Euro Swing Line Loan Notice” means a notice of a Euro Swing Line Borrowing pursuant
to Section 4.5.2, which, if in writing, shall be substantially in the form of Exhibit
B-2.




          “Euro Swing Line Sublimit” means an amount equal to the lesser of (a) EUR
100,000,000 and (b) the Euro Aggregate Commitments. The Euro Swing Line Sublimit is part of, and
not in addition to, the Euro Aggregate Commitments.




          “Euro Total Outstandings” means the aggregate Euro Outstanding Amount of all Euro
Committed Loans (including all Euro Fronting Loans), all Euro Swing Line Loans, and all Euro L/C
Obligations.




          “Euro Tranche” means the revolving credit facility described in Article IV.




          “Euro Unreimbursed Amount” means any unreimbursed amount under Section 7.3
with respect to a Euro Letter of Credit.




          “Eurocurrency Rate” means, for any Interest Period with respect to:





     (a) any Eurocurrency Rate Loan under the U.S. Tranche, any Eurocurrency Rate Loan under
the Euro Tranche (other than Euro Loans denominated in Euro), any Eurocurrency Rate Loan
under the Yen Tranche (other than Yen Committed Loans



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denominated in Yen) and any Eurocurrency Rate Loan under the Canadian Tranche, the rate
per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as
published by Reuters (or another commercially available source providing quotations of BBA
LIBOR as designated by the applicable Funding Agent from time to time) at approximately
11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest
Period, for deposits in the relevant currency (for delivery on the first day of such
Interest Period) with a term equivalent to such Interest Period. If such rate is not
available at such time for any reason, then the “Eurocurrency Rate” for such Interest Period
shall be the rate per annum determined by the applicable Funding Agent to be the rate at
which deposits in the relevant currency for delivery on the first day of such Interest
Period in Same Day Funds in the approximate amount of the Eurocurrency Rate Loan being made,
continued or converted by such Funding Agent and with a term equivalent to such Interest
Period would be offered by such Funding Agent’s London Branch (or other appropriate branch
or Affiliate of such Funding Agent) to major banks in the London or other offshore interbank
market for such currency at their request at approximately 11:00 a.m., London time, two (2)
Business Days prior to the commencement of such Interest Period.




     (b) any Eurocurrency Rate Loan denominated in Euro under the Euro Tranche for any
Interest Period, the rate per annum equal to the offered quotation which appears on the
Reuters Screen which displays the rate of the Banking Federation of the European Union for
the Euro (being currently page “EURIBOR01”) for such Interest Period at approximately 11:00
a.m., Brussels time, two (2) Business Days prior to the commencement of such Interest Period
for deposits in the relevant currency (for delivery on the first day of such Interest
Period) with a term equivalent to such Interest Period or, if such page shall cease to be
available, such other page or such other service for the purpose of displaying an average
rate of the Banking Federation of the European Union as the Euro Funding Agent, after
consultation with Euro Lenders and ProLogis, shall select. If such rate is not available at
such time for any reason, and the Euro Funding Agent has not selected an alternative service
on which a quotation is displayed, then the “Eurocurrency Rate” for such Interest Period
shall be the arithmetic mean (rounded upwards to four decimal places) of the rates (as
notified to the Euro Funding Agent) at which each Reference Bank was offering to prime banks
in the European interbank market deposits in Euro for the relevant Interest Period at
approximately 11:00 a.m., Brussels time, two (2) Business Days prior to the commencement of
such Interest Period.




     (c) any Eurocurrency Rate Loans denominated in Yen under the Yen Tranche for any
Interest Period, the rate which appears on the screen display “Reuters Screen TIBM” under
the caption “Average 10 Banks” on the Reuters Service (or such other screen display or
service as may replace it for purposes of displaying Tokyo interbank offered rates of prime
banks for Yen deposits) at approximately 11:00 a.m., Tokyo time, two (2) Business Days prior
to the commencement of such Interest Period, as the rate for deposits in Yen with a maturity
comparable to such Interest Period. If no such rate is available on the Reuters Service (or
such replacement), then the “Eurocurrency Rate” for such Interest Period shall be the
interest rate offered for Yen deposits for a period comparable to that Interest Period which
appears on the screen display designated as “Euro-Yen TIBOR” on page 23070 of the Telerate
Service published by the Japanese



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Banking Association (or such other screen display or service as may replace it for
purposes of displaying Tokyo interbank offered rates of prime banks for Yen deposits). If
such rate is not available on the Reuters Service (or such replacement) or the Telerate
Screen (or such replacement), then the “Eurocurrency Rate” for such Interest Period shall be
the rate per annum at which the Yen Funding Agent was offering to leading banks in the Tokyo
interbank market deposits in Yen for a period equal to the applicable Interest Period at
approximately 11:00 a.m., Tokyo time, two (2) Business Days prior to the commencement of
such Interest Period. If such rate is not available on the Reuters Service (or such
replacement) or the Telerate Screen (or such replacement) and Yen Funding Agent is unable to
provide a rate referred to in the sentence above, then the “Eurocurrency Rate” for such
Interest Period shall be the rate which is applied by Yen Funding Agent in Japan as its
long-term prime lending rate on the relevant date to its Yen loans with terms exceeding one
(1) year to its prime customers in Japan and which Yen Funding Agent confirms and notifies
the applicable Borrower in writing as such.




     (d) any Supplemental Rate Loan under each Supplemental Tranche, as set forth in the
applicable Supplemental Addendum.



          “Eurocurrency Rate Loan” means any Committed Loan that bears interest at a rate based
on the Eurocurrency Rate.




          “Event of Default” has the meaning specified in Section 14.1.




          “Excluded Debt Service” means, for any period, any regularly scheduled principal
payments on (a) any Indebtedness which pays such Indebtedness in full, but only to the extent that
the amount of such final payment is greater than the scheduled principal payment immediately
preceding such final payment, and (b) any Indebtedness (other than Secured Debt) that is rated at
least Baa3 and BBB-, as the case may be, by at least two (2) of Moody’s, S&P, and Fitch.




          “Excluded Taxes” means, with respect to any Agent, any Lender, any L/C Issuer or any
other recipient of any payment to be made by or on account of any obligation of any Borrower
hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and
franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political
subdivision thereof) under the Laws of which such recipient is organized, in which its principal
office is located, in which it is otherwise conducting business and subject to such taxes or, in
the case of any Lender, in which its applicable Lending Office is located, (b) any branch profits
taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which
such Borrower is located and (c) except as provided in the following sentence, in the case of a
Foreign Lender (other than an assignee pursuant to a request by ProLogis under
Section 16.13), any withholding tax that is imposed on amounts payable to such Foreign
Lender at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office)
or is attributable to such Foreign Lender’s failure or inability (other than as a result of a
Change in Law) to comply with Section 9.1.4, except to the extent that such Foreign Lender
(or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or
assignment), to receive additional amounts from the applicable Borrower with respect to such
withholding tax pursuant to Section 9.1.1. Notwithstanding anything to the contrary
contained in this definition,




Global Senior Credit Agreement
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(x) prior to the Trigger Date, “Excluded Taxes” shall not include any withholding tax
imposed at any time on payments made by or on behalf of a Foreign Obligor to any Lender hereunder
or under any other Loan Document (regardless of whether a Fronting Lender was utilized to mitigate
any withholding taxes), provided that such Lender shall have complied with the last
paragraph of Section 9.1.4 and (y) on or after the Trigger Date, “Excluded Taxes”
shall not include any withholding tax imposed at any time on payments made to any Lender hereunder
or under any other Loan Documents (regardless of whether such Lender has complied with
Section 9.1.4). Furthermore, “Excluded Taxes” shall not include any withholding
tax imposed at any time on payments made by or on behalf of a Foreign Obligor to any Lender (other
than a Fronting Lender acting in such capacity) with respect to any Loan that such Lender is
required to make pursuant to Section 2.2.2(b) or 4.2.2(b).




          “Exemption Representation” has the meaning specified in Section 9.1.5(a).




          “Existing Credit Agreements” means, collectively, (a) 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, as
Facility Agent, and various lenders, (b) 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, SMBC, as Agent, and various lenders, (c) 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, (d) 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, (e) 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, (f) 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, and (g) the Term Loan Agreement dated September 29,
2005, among Bank of America, as Administrative Agent, the lenders party thereto, and ProLogis.




          “Existing Letters of Credit” means, collectively, the U.S. Existing Letters of Credit,
the Euro Existing Letters of Credit, and the Yen Existing Letters of Credit.




          “Extended Availability Period” means the period from the Closing Date to the earliest
of (a) the Extended Maturity Date, (b) for purposes of all Tranches, the date of termination of all
the Aggregate Tranche Commitments pursuant to Section 8.2, (c) for purposes of any Tranche,
the date of termination of the Aggregate Tranche Commitments for such Tranche pursuant to
Section 8.2, and (d) the date of termination of the commitment of each Lender to make Loans
and of the obligation of each L/C Issuer to make L/C Credit Extensions pursuant to
Section 14.2.




          “Extended Commitment” means, with respect to each Lender as of any time of
determination, the amount of such Lender’s Initial Commitment, if any, that has been extended
pursuant to Section 8.10 until the Extended Maturity Date or increased pursuant to
Section 8.13 after the Third Amendment Effective Date, including the portion of the Initial
Commitment of such Lender that has been converted to an Extended Commitment as of such time of




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determination. On and after the Third Amendment Effective Date, the Extended Commitments shall
be the amounts set forth on Schedule 2.1-2, as such amounts may be increased, decreased, or
assigned as permitted hereunder.




          “Extended Maturity Date” means August 21, 2012.




          “Extension Percentage” means, with respect to any Lender, the ratio (calculated on a
Dollar Equivalent basis as in effect on the Third Amendment Effective Date) of such Lender’s
Extended Commitments under all Tranches to such Lender’s Initial Commitments under all Tranches, as
set forth on Schedule 2.1-3; provided that no Lender’s Extension Percentage shall
exceed 100%. If any Lender, after the Third Amendment Effective Date and prior to the Initial
Maturity Date (a) assigns any of its Commitments, then the Extension Percentages for such Lender
and the assignee shall be recalculated by Global Administrative Agent as the ratio (calculated on a
Dollar Equivalent basis as in effect on the Third Amendment Effective Date) of each such Lender’s
Extended Commitments under all Tranches to each such Lender’s Initial Commitments under all
Tranches, or (b) increases its Extended Commitments pursuant to the terms hereof, then the
Extension Percentages for such Lender shall be recalculated by Global Administrative Agent as the
ratio (calculated on a Dollar Equivalent basis as in effect on the Third Amendment Effective Date)
of such Lender’s Extended Commitments under all Tranches to such Lender’s Initial Commitments under
all Tranches.




          “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted
average of the rates on overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of
New York on the Business Day next succeeding such day; provided that (a) if such day is not
a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the
immediately preceding Business Day as so published on the next succeeding Business Day, and (b) if
no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such
day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%)
charged to U.S. Funding Agent on such day on such transactions as determined by U.S. Funding Agent.




          “Fee Letters” means, collectively, the fee letters entered into by and among ProLogis
and certain Agents and/or certain Credit Parties.




          “Finance Subsidiary” means a Consolidated Subsidiary (a) of which at least ninety
percent (90%) of all of the issued and outstanding voting and beneficial Equity Interests are
owned, directly or indirectly, by International Finance free and clear of any Liens (other than
Permitted Liens); (b) that engages in no material business other than (i) lending funds to
ProLogis, other Companies or Unconsolidated Affiliates and (ii) activities incidental to the
foregoing, and (c) that has no Indebtedness other than (x) Indebtedness hereunder, (y) Indebtedness
to ProLogis, a Subsidiary Guarantor or another Finance Subsidiary and/or (z) Unsecured Debt to any
Eligible Consolidated Subsidiary.




          “Fitch” means Fitch IBCA, Duff & Phelps, a division of Fitch, Inc. (or any successor
thereof) or, if Fitch no longer publishes ratings, then another ratings agency selected by ProLogis
and reasonably acceptable to Global Administrative Agent.




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          “Fitch Rating” means the most recently-announced rating from time to time of Fitch
assigned to any class of long-term senior, unsecured (or secured solely pursuant to the Pledge
Agreements) debt securities issued by ProLogis, as to which no letter of credit, guaranty, or third
party credit support is in place, regardless of whether all or any part of such Indebtedness has
been issued at the time such rating was issued.




          “Fixed Charge Coverage Ratio” means, as of the last day of any fiscal quarter, the
ratio of (a) (i) Adjusted EBITDA, minus (ii) Capital Expenditures, to (b) the sum
of (i) Debt Service in respect of all Indebtedness, plus (ii) Preferred Dividends, in each
case for the Companies on a consolidated basis and for the four (4) fiscal quarters ending on the
date of determination.




          “Foreign Borrower” means a Borrower that (a) with respect to the U.S. Tranche, (i) is
not organized under the Laws of a jurisdiction of the United States, a State thereof or the
District of Columbia or (ii) is organized under the Laws of a jurisdiction of the United States, a
State thereof or the District of Columbia but is domiciled and operating in another jurisdiction
that results in U.S. Loans to such Borrower being subject to withholding taxes, (b) with respect to
the Canadian Tranche, (i) is not organized under the Laws of Canada, or (ii) is organized under the
Laws of Canada but is domiciled and operating in another jurisdiction that results in Canadian
Committed Loans to such Borrower being subject to withholding taxes, (c) with respect to the Euro
Tranche, (i) is not organized under the Laws of The Netherlands, or (ii) is organized under the
Laws of the Netherland but is domiciled and operating in another jurisdiction that results in Euro
Loans to such Borrower being subject to withholding taxes, (d) (i) with respect to the Yen Tranche,
is not organized under the Laws of Japan, or (ii) is organized under the Laws of Japan but is
domiciled and operating in another jurisdiction that results in Yen Loans to such Borrower being
subject to withholding taxes, (e) with respect to the KRW Tranche, (i) is not organized under the
Laws of The Republic of Korea, or (ii) is organized under the Laws of The Republic of Korea but is
domiciled and operating in another jurisdiction that results in KRW Loans to such Borrower being
subject to withholding taxes, and (f) with respect to a Supplemental Tranche, (i) is not organized
under the Laws of the applicable Supplemental Primary Location or (ii) is organized under the Laws
of the applicable Supplemental Primary Location but is domiciled and operating in another
jurisdiction that results in Supplemental Loans to such Borrower being subject to withholding
taxes.




          “Foreign Currency” means any currency other than Dollars.




          “Foreign Currency Equivalent” means with respect to an amount denominated in a Primary
Currency of any Tranche, the equivalent in the applicable Alternative Currency of such amount
determined at the Spot Rate for the purchase of such Alternative Currency with the applicable
Primary Currency, as determined by the applicable Funding Agent on the most recent Revaluation Date
applicable to such amount.




          “Foreign Lender” means a Lender under a Tranche that cannot make Loans to the Domestic
Borrowers under such Tranche without the imposition of a withholding tax.




          “Foreign Obligor” means a Loan Party that (a) with respect to the U.S. Tranche, (i) is
not organized under the Laws of a jurisdiction of the United States, a State thereof or the
District of Columbia or (ii) is organized under the Laws of a jurisdiction of the United States, a
State




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thereof or the District of Columbia but is domiciled and operating in another jurisdiction
that results in U.S. Loans to such Loan Party being subject to withholding taxes, (b) with respect
to the Canadian Tranche, (i) is not organized under the Laws of Canada, or (ii) is organized under
the Laws of Canada but is domiciled and operating in another jurisdiction that results in Canadian
Committed Loans to such Loan Party being subject to withholding taxes, (c) with respect to the Euro
Tranche, (i) is not organized under the Laws of The Netherlands, or (ii) is organized under the
Laws of the Netherland but is domiciled and operating in another jurisdiction that results in Euro
Loans to such Loan Party being subject to withholding taxes, (d) (i) with respect to the Yen
Tranche, is not organized under the Laws of Japan, or (ii) is organized under the Laws of Japan but
is domiciled and operating in another jurisdiction that results in Yen Loans to such Loan Party
being subject to withholding taxes, (e) with respect to the KRW Tranche, (i) is not organized under
the Laws of The Republic of Korea, or (ii) is organized under the Laws of The Republic of Korea but
is domiciled and operating in another jurisdiction that results in KRW Loans to such Loan Party
being subject to withholding taxes, and (f) with respect to a Supplemental Tranche, (i) is not
organized under the Laws of the applicable Supplemental Primary Location or (ii) is organized under
the Laws of the applicable Supplemental Primary Location but is domiciled and operating in another
jurisdiction that results in Supplemental Loans to such Loan Party being subject to withholding
taxes.




          “FRB” means the Board of Governors of the Federal Reserve System of the United States.




          “Fronting Commitment” means, with respect to any Fronting Lender, (a) prior to the
Initial Maturity Date, the aggregate Dollar Equivalent amount of Fronting Loans that such Fronting
Lender has agreed to make as set forth on Schedule 2.2-1, and (b) on and after the Initial
Maturity Date, an aggregate Dollar Equivalent amount of Fronting Loans that such Fronting Lender
has agreed to make as set forth on Schedule 2.2-2, in each case, as such amount may be
adjusted in accordance with Section 16.13.




          “Fronting Lender Election” means the election by ProLogis, in consultation with the
applicable Funding Agent, of one or more Fronting Lenders to make the applicable Fronting Loans,
provided that to the extent ProLogis does not make such election as to which Fronting
Lenders fund such Fronting Loan within one (1) Business Day after a request for such information by
the applicable Funding Agent, then such Funding Agent, to the extent that it is a Fronting Lender,
shall fund such Fronting Loan in its capacity as a Fronting Lender; provided further that
if such Funding Agent, in its capacity as Fronting Lender, is unable to fund any portion of such
Fronting Loan due to the limitations set forth in Section 2.2.1, 4.2.1, or
5.2.1, as applicable, then the Fronting Loan (or the applicable portion thereof) shall be
funded by the other Fronting Lenders in the order of the Fronting Lenders with the highest unused
Fronting Commitments.




          “Fronting Lenders” means (a) prior to the Initial Maturity Date, each of the Lenders
listed on Schedule 2.2-1, and (b) on and after the Initial Maturity Date, each of the
Lenders listed on Schedule 2.2-2, and, in each case, each successor or additional Fronting
Lender hereunder, and “Fronting Lender” means any one of the Fronting Lenders.




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          “Fronting Loans” means, collectively, the U.S. Fronting Loans, the Euro Fronting
Loans, and the Yen Fronting Loans, and “Fronting Loan” means any of the Fronting Loans.




          “Fronting Portion” means, with respect to any Fronting Loan, the portion of such
Fronting Loan that is funded by the applicable Fronting Lender, as determined by the Funding Agent
for the applicable Tranche.




          “Fund” means any Person (other than a natural person) that is (or will be) engaged in
making, purchasing, holding or otherwise investing in commercial loans and similar extensions of
credit in the ordinary course of its business.




          “Funding Agents” means, collectively, U.S. Funding Agent, Canadian Funding Agent, Euro
Funding Agent, Yen Funding Agent, KRW Funding Agent, and each Supplemental Funding Agent; and
“Funding Agent” means any of the Funding Agents.




          “Funding Agents’ Offices” means, collectively, the U.S. Funding Agent’s Office, the
Canadian Funding Agent’s Office, the Euro Funding Agent’s Office, the Yen Funding Agent’s Office,
the KRW Funding Agent’s Office, and each Supplemental Funding Agent’s Office; and “Funding
Agent’s Office” means any one of the Funding Agents’ Offices.




          “Funding Shortfall” means, at any time with respect to a Defaulting Lender under a
particular Tranche, (a) such Lender’s Applicable Tranche Percentage times the Outstanding
Amount of all Loans (including the portion of the Loans that has not been funded by Defaulting
Lenders) under such Tranche minus (b) the Outstanding Amount of all Loans (excluding the
portion of the Loans that has not been funded by Defaulting Lenders) under such Tranche held by
such Lender at such time.




          “GAAP” means generally accepted accounting principles in the United States set forth
in the opinions and pronouncements of the Accounting Principles Board and the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board or such other principles as may be approved by a significant segment of the
accounting profession in the United States, that are applicable to the circumstances as of the date
of determination, consistently applied.




          “Global Administrative Agent” means Bank of America, in its capacity as global
administrative agent under the Loan Documents, or any successor in such capacity.




          “Global Administrative Agent’s Office” means, with respect to any currency, Global
Administrative Agent’s address and, as appropriate, account as set forth on Schedule 16.2
with respect to such currency, or (subject to Section 16.2.5) such other address or account
with respect to such currency as Global Administrative Agent may from time to time notify to
ProLogis, the Funding Agents, and Lenders.




          “Governmental Authority” means the government of the United States or any other
nation, or any political subdivision thereof, whether state or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to



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government (including any supra-national bodies such as the European Union or the European
Central Bank).




          “Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of
such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other
obligation payable or performable by another Person (the “primary obligor”) in any manner, whether
directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or
other obligation, (ii) to purchase or lease property, securities or services for the purpose of
assuring the obligee in respect of such Indebtedness or other obligation of the payment or
performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity
capital or any other financial statement condition or liquidity or level of income or cash flow of
the primary obligor so as to enable the primary obligor to pay such Indebtedness or other
obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in
respect of such Indebtedness or other obligation of the payment or performance thereof or to
protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any
assets of such Person securing any Indebtedness or other obligation of any other Person, whether or
not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or
otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any
Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related
primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not
stated or determinable, the maximum reasonably anticipated liability in respect thereof as
determined by the guaranteeing Person in good faith. Guarantees shall not include contingent
obligations under any Special Limited Contribution Agreement (“SLCA”) in connection with
certain of such Person’s contributions of Properties to Property Funds pursuant to which a Company
is obligated to make additional capital contributions to the respective Property Fund under certain
circumstances unless the obligations under such SLCA are required under GAAP to be included in
“liabilities” on the balance sheet of the Companies. The term “Guarantee” as a verb has a
corresponding meaning.




          “Guaranties” means the Parent Guaranty and each Subsidiary Guaranty.




          “Guarantors” means, collectively, ProLogis and each Subsidiary Guarantor, and
“Guarantor” means any of the Guarantors.




          “Hazardous Materials” means all explosive or radioactive substances or wastes and all
hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas,
infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to
any Environmental Law.




          “Honor Date” has the meaning specified in Section 7.3.1.




          “Increasing Lender” has the meaning specified in Section 8.13.1.




          “Indebtedness” means for any Person, without duplication, all monetary obligations of
such Person, excluding trade payables and accrued expenses (including deferred tax liabilities




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except as expressly provided below) incurred in the ordinary course of business or for which
reserves in accordance with GAAP or otherwise reasonably acceptable to Global Administrative Agent
have been provided, (a) for borrowed money, (b) evidenced by bonds, debentures, notes, or similar
instruments, (c) to pay the deferred purchase price of property or services except (i) obligations
incurred in the ordinary course of business to pay the purchase price of stock so long as such
obligations are paid within customary settlement terms, and (ii) obligations to purchase stock
(other than stock of ProLogis or any of its Consolidated Subsidiaries or Affiliates) pursuant to
subscription or stock purchase agreements in the ordinary course of business, (d) secured by a Lien
existing on any property of such Person, whether or not such obligation shall have been assumed by
such Person; provided that the amount of any Indebtedness under this clause (d)
that has not been assumed by such Person shall be equal to the lesser of the stated amount of such
Indebtedness or the fair market value of the property securing such Indebtedness, (e) arising under
Capital Leases to the extent included on a balance sheet of such Person, (f) arising under Swap
Contracts exclusive of interest rate contracts purchased to hedge indebtedness in the ordinary
course of business and net of obligations owed to such Person under Swap Contracts, (g) arising
under any Guarantee of such Person (other than (i) endorsements in the ordinary course of business
of negotiable instruments or documents for deposit or collection, (ii) indemnification obligations
and purchase price adjustments pursuant to acquisition agreements entered into in the ordinary
course of business and (iii) any Guarantee of Liabilities of a third party that do not constitute
Indebtedness), and (h) Settlement Debt. The amount of any Indebtedness shall be determined without
giving effect to any mark-to-market increase or decrease resulting from the purchase accounting
impact of corporate or portfolio acquisitions or any mark-to-market remeasurement of the amount of
any Indebtedness denominated in a Foreign Currency. Indebtedness shall not include obligations
under any assessment, performance, bid or surety bond or any similar bonding obligation.




          “Indemnified Taxes” means Taxes other than Excluded Taxes.




          “Indemnitees” has the meaning specified in Section 16.4.2.




          “Industrial Property” means a Property that is used for manufacturing, processing,
warehousing or retail purposes.




          “Information” has the meaning specified in Section 16.7.




          “Initial Affiliate Borrowers” means the Eligible Affiliates that are listed on
Schedule 2.3.




          “Initial Availability Period” means the period from the Closing Date to the earliest
of (a) the Initial Maturity Date, (b) for purposes of all Tranches, the date of termination of all
the Aggregate Tranche Commitments pursuant to Section 8.2, (c) for purposes of any Tranche,
the date of termination of the Aggregate Tranche Commitments for such Tranche pursuant to
Section 8.2, and (d) the date of termination of the commitment of each Lender to make Loans
and of the obligation of each L/C Issuer to make L/C Credit Extensions pursuant to
Section 14.2.




          “Initial Commitment” means a Lender’s commitment under any Tranche prior to the
Initial Maturity Date.




          “Initial Maturity Date” means October 6, 2010.




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          “Interest Expense” means, for any Person for any period, (a) all interest expense on
such Person’s Indebtedness (whether direct, indirect, or contingent, and including interest on all
convertible Liabilities), minus (b) amortized loan fees to the extent previously paid in
cash, plus (c) Restricted Payments of any kind or character or other proceeds paid or
payable with respect to any Disqualified Stock, plus (d) capitalized interest of such
Person accruing after December 31, 2009.




          “Interest Payment Date” means, (a) as to any Eurocurrency Rate Loan (including any
Euro Swing Line Loan) and any BA Rate Loan, (i) the last day of each Interest Period applicable to
such Loan and (ii) (1) the Initial Maturity Date if such Loan is a Loan under the Canadian Tranche
or the KRW Tranche, or held by a Lender with no Extended Commitment, or (2) the Extended Maturity
Date if such Loan is held by a Lender with an Extended Commitment; provided that if any
Interest Period for a Eurocurrency Rate Loan or BA Rate Loan exceeds three (3) months, the
respective dates that fall every three (3) months after the beginning of such Interest Period shall
also be Interest Payment Dates; (b) as to any Base Rate Loan, Money Market Rate Loan, ABR Rate
Loan, or KRW Rate Loan, (i) the last Business Day of each March, June, September and December and
(ii) (1) the Initial Maturity Date if such Loan is a Loan under the Canadian Tranche or the KRW
Tranche, or held by a Lender with no Extended Commitment, or (2) the Extended Maturity Date if such
Loan is held by a Lender with an Extended Commitment; and (c) as to any Supplemental Rate Loan that
is not a Eurocurrency Rate Loan, the dates set forth in the applicable Supplemental Addendum.




          “Interest Period” means, as to each Eurocurrency Rate Loan or BA Rate Loan, the period
commencing on the date such Eurocurrency Rate Loan or BA Rate Loan is disbursed or converted to or
continued as a Eurocurrency Rate Loan or BA Rate Loan, as applicable, and ending on the date seven
(7) days or fourteen (14) days (to the extent available for the requested currency), or one (1),
two (2), three (3) or six (6) months thereafter, as selected by the applicable Borrower in the
applicable Committed Loan Notice; provided that:





     (a) any Interest Period that would otherwise end on a day that is not a Business Day
shall be extended to the next succeeding Business Day unless such next succeeding Business
Day falls in another calendar month, in which case such Interest Period shall end on the
immediately preceding Business Day;




     (b) any Interest Period that begins on the last Business Day of a calendar month (or on
a day for which there is no numerically corresponding day in the calendar month at the end
of such Interest Period) shall end on the last Business Day of the calendar month at the end
of such Interest Period; and




     (c) no Interest Period shall extend beyond (i) the Initial Maturity Date if such Loan
is a Loan under the Canadian Tranche or the KRW Tranche, or held by a Lender with no
Extended Commitment, or (ii) the Extended Maturity Date for any portion of a Loan that was
funded pursuant to an Extended Commitment.



          “Internal Control Event” means a material weakness in, or fraud that involves
management or other employees who have a significant role in, ProLogis’ internal controls over
financial reporting, in each case as described in the Securities Laws.




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          “International Finance” means PLD International Finance LLC, a Delaware limited
liability company.




          “Investment” in any Person, Property, or other asset means any investment, whether by
means of stock, purchase, loan, advance, extension of credit, capital contribution, or otherwise,
in or to a Person, the guaranty of any Liabilities of a Person, or the subordination of any claim
against a Person to other Liabilities of such Person. The amount of any Investment shall be
determined in accordance with GAAP; provided that the amount of the Investment in
Properties shall be calculated based upon the undepreciated Investment in such Property.




          “IRS” means the United States Internal Revenue Service.




          “ISP” means, with respect to any Letter of Credit, the “International Standby
Practices 1998” published by the Institute of International Banking Law & Practice (or such later
version thereof as may be in effect at the time of issuance of such Letter of Credit).




          “Issuer Documents” means with respect to any Letter of Credit, the applicable Letter
of Credit Application, and any other document, agreement and instrument entered into by the
applicable L/C Issuer and the applicable Borrower (or any Eligible Affiliate) or in favor of the
applicable L/C Issuer and relating to any Letter of Credit.




          “Japan Properties Fund” means the entity commonly referred to as ProLogis Japan
Properties Fund, formally named PLD/RECO Japan TMK Property Trust, a Japan Trust, and any other
Property Fund that predominantly holds Properties in Japan.




          “Japanese Prime Rate” means, on any day, the per annum rate of interest as publicly
announced by Yen Funding Agent as its “short prime rate” in Japan. The “short prime rate” is a
rate set by Yen Funding Agent based on various factors, including Yen Funding Agent’s costs and
desired return, general economic conditions, and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above or below such announced rate. Any change in
such rate announced by Yen Funding Agent shall take effect at the opening of business on the day
specified in the public announcement of such change.




          “KRW” means the lawful currency of The Republic of Korea.




          “KRW Aggregate Commitments” means the KRW Commitments of all KRW Lenders.




          “KRW Borrower” means each Borrower listed under the heading “KRW Tranche” on
Schedule 2.3 and any other Borrower added to the KRW Tranche pursuant to
Section 8.11 that is organized under the Laws of Korea.




          “KRW Commitment” means, as to each KRW Lender, its obligation to make KRW Committed
Loans to KRW Borrowers pursuant to Section 6.1, in an aggregate principal amount at any one
time outstanding not to exceed the amount set forth opposite such KRW Lender’s name on the most
recent Schedule 2.1-1(e) prepared by Global Administrative Agent or KRW Funding Agent (or
if the applicable assignment occurred after such preparation, in the most recent Assignment and
Assumption to which such KRW Lender is a party), as such amount may be adjusted from time to time
in accordance with this Agreement.




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          “KRW Committed Borrowing” means a borrowing consisting of simultaneous KRW Committed
Loans made by each Lender pursuant to Section 6.1.




          “KRW Committed Loan” has the meaning specified in Section 6.1.




          “KRW Committed Loan Notice” means a notice of a KRW Committed Borrowing, pursuant to
Section 6.2.1, which, if in writing, shall be substantially in the form of Exhibit
A-5.




          “KRW Funding Agent” means SMBC, in its capacity as KRW funding agent under the Loan
Documents, or any successor in such capacity.




          “KRW Funding Agent’s Office” means, with respect to the KRW Tranche, KRW Funding
Agent’s Office address and, as appropriate, account as set forth on Schedule 16.2 with
respect to the KRW Tranche, or (subject to Section 16.2.5) such other address or account
with respect to the KRW Tranche as KRW Funding Agent may from time to time notify to ProLogis,
Global Administrative Agent, the other Funding Agents, and KRW Lenders.




          “KRW Lenders” means each Lender listed on Schedule 2.1-1(e) and any Person
that becomes a KRW Lender pursuant to Section 8.13, and the successors and permitted
assigns of any of the foregoing.




          “KRW Outstanding Amount” means with respect to KRW Committed Loans on any date, the
amount in KRW of the aggregate outstanding principal amount thereof after giving effect to any
borrowings and repayments of such KRW Committed Loans occurring on such date.




          “KRW Rate” means, with respect to a KRW Rate Loan under the KRW Tranche, for any day
the sum of (a) a fluctuating rate per annum equal to the final quotation yield rate for the
ninety-one (91) days KRW denominated negotiable certificates of deposit as quoted by the Korea
Securities Dealers Association; provided that if such quotation is not available, KRW
Lenders shall determine the KRW Rate on the basis of another comparable source or sources
reasonably selected by them, plus (b) the amount of any fee or other charge, if any, charged by any
applicable Governmental Authority on KRW Rate Loans (as of the Third Amendment Effective Date, the
current fee is 0.40%). Any change in such rate announced by the Korea Securities Dealers
Association shall take effect at the opening of business on the day specified in the public
announcement of such change.




          “KRW Rate Loan” means a KRW Committed Loan that bears interest at the KRW Rate.




          “KRW Required Lenders” means, as of any date of determination, KRW Lenders having more
than fifty percent (50%) of the KRW Aggregate Commitments or, if the KRW Aggregate Commitments have
terminated, KRW Lenders holding in the aggregate more than fifty percent (50%) of the aggregate KRW
Outstanding Amount; provided that the KRW Commitment of, and the portion of the KRW
Outstanding Amount held or deemed held by, any Defaulting Lender shall be excluded for purposes of
making a determination of KRW Required Lenders.




          “KRW Tranche” means the revolving credit facility described in Article VI.




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          “Laws” means, collectively, all international, foreign, Federal, state and local
statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or
judicial precedents or authorities, including the interpretation or administration thereof by any
Governmental Authority charged with the enforcement, interpretation or administration thereof, and
all applicable administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authority, in each case whether or not having the
force of law.




          “L/C Advance” means, with respect to each Lender under a particular Tranche, such
Lender’s funding of its participation in any L/C Borrowing under such Tranche in accordance with
its Applicable Tranche Percentage. All U.S. L/C Advances shall be denominated in Dollars. All
Canadian L/C Advances shall be denominated in Canadian Dollars. All Euro L/C Advances shall be
denominated in Euro or Sterling, as applicable. All Yen L/C Advances shall be denominated in Yen.




          “L/C Borrowing” means a Canadian L/C Borrowing, a Euro L/C Borrowing, a U.S. L/C
Borrowing, or a Yen L/C Borrowing, as applicable.




          “L/C Credit Extensions” means, collectively, each U.S. L/C Credit Extension, each
Canadian L/C Credit Extension, each Euro L/C Credit Extension, each Yen L/C Credit Extension, and
each Supplemental L/C Credit Extensions; and “L/C Credit Extension” means any one of the
L/C Credit Extensions.




          “L/C Issuers” means, collectively, each U.S. L/C Issuer, each Canadian L/C Issuer,
each Euro L/C Issuer, each Yen L/C Issuer, and each Supplemental L/C Issuer; and “L/C
Issuer” means any one of the L/C Issuers.




          “L/C Obligations” means, collectively, the Dollar Equivalent of all of the U.S. L/C
Obligations, Canadian L/C Obligations, the Euro L/C Obligations, the Yen L/C Obligations, and each
Supplemental L/C Obligation.




          “Lenders” means, collectively, U.S. Lenders, Canadian Lenders, Euro Lenders, Yen
Lenders, KRW Lenders, and Supplemental Lenders, and, as the context requires, includes the Fronting
Lenders and the Swing Line Lenders.




          “Lending Office” means, as to any Lender, the office or offices of such Lender
described as such in such Lender’s Administrative Questionnaire, or such other office or offices as
a Lender may from time to time notify ProLogis, Global Administrative Agent, and Funding Agent for
the Tranche in which Lender has a commitment or outstandings.




          “Letter of Credit Application” means, an application and agreement for the issuance or
amendment of a Letter of Credit in the form from time to time in use by the applicable L/C Issuer.




          “Letter of Credit Expiration Date” means: (a) with respect to any Canadian Letter of
Credit, the day that is the one (1) year anniversary after the Initial Maturity Date; (b) with
respect to any other Letter of Credit, the day that is the one (1) year anniversary after the
Extended



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Maturity Date; in each case, if such day is not a Business Day, the immediately preceding
Business Day.




          “Letter of Credit Fee” has the meaning specified in Section 7.9.




          “Letter of Credit Sublimit” means any of the U.S. Letter of Credit Sublimit, the
Canadian Letter of Credit Sublimit, the Euro Letter of Credit Sublimit, the Yen Letter of Credit
Sublimit, or any Supplemental Letter of Credit Sublimit.




          “Letters of Credit” means, collectively, the U.S. Letters of Credit, the Canadian
Letters of Credit, the Euro Letters of Credit, the Yen Letters of Credit, and each Supplemental
Letter of Credit, and “Letter of Credit” means any one of the Letters of Credit.




          “Liabilities” means (without duplication), for any Person, (a) any obligations
required by GAAP to be classified upon such Person’s balance sheet as liabilities (excluding any
deferred tax liabilities and any mark-to-market increase or decrease in debt from the purchase
accounting impact of corporate or portfolio acquisitions and from the re-measurement of
intercompany indebtedness); (b) any liabilities secured (or for which the holder of the liability
has an existing right, contingent or otherwise, to be so secured) by any Lien existing on property
owned or acquired by that Person, whether or not such obligation shall have been assumed by such
Person, provided that the amount of any Liability under this clause (b) that has
not been assumed by such Person shall be equal to the lesser of the stated amount of the
liabilities secured (or entitled to be secured) or the fair market value of the applicable
property; and (c) any Guarantees of such Person of liabilities or obligations of others.




          “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), charge, priority or other security interest or preferential
arrangement in the nature of a security interest of any kind or nature whatsoever (including any
conditional sale or other title retention agreement, any easement, right of way or other
encumbrance on title to real property, and any financing lease having substantially the same
economic effect as any of the foregoing, but excluding the interest of a lessor under an operating
lease).




          “Loan Documents” means this Agreement, each Supplemental Addendum, each Borrower
Accession Agreement, each Issuer Document, the Fee Letters, the Pledge Agreements, the Security
Agency Agreement, the Security Documents, and the Guaranties.




          “Loan Parties” means, collectively, ProLogis, each Affiliate Borrower, each Subsidiary
Guarantor, and each Pledgor, and “Loan Party” means any one of the Loan Parties.




          “Loans” means, collectively, all U.S. Loans, all Canadian Committed Loans, all Euro
Loans, all Yen Committed Loans, all KRW Committed Loans, and all Supplemental Loans, if any, and
“Loan” means any of the Loans.




          “Major Subsidiary” means, as of any date of determination, each Consolidated
Subsidiary that has Properties and other assets that constitute more than five percent (5%) of
Total Asset Value.




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          “Mandatory Cost” means, with respect to any period, the percentage rate per annum
determined in accordance with Schedule 1.1.




          “Material Adverse Effect” means any (a) material impairment of the ability of ProLogis
to perform any of its payment or other material obligations under any Indebtedness, (b) material
and adverse change in the assets, operations or financial condition of the Companies, taken as a
whole, or (c) material impairment of the ability of any Borrower (other than ProLogis) to perform
any of its payment or other material obligations under this Agreement unless (i) ProLogis has
performed or discharged such obligation (if capable of being so performed or discharged) or (ii)
ProLogis has a legal obligation to perform and discharge such obligation and ProLogis is satisfying
its legal obligation accordingly.




          “Maximum Leverage Ratio” means 0.60 to 1.0.




          “Money Market Rate” means, as to any Swing Line Loan made by any Swing Line Lender
pursuant to Sections 2.5 or 4.5 or any Fronting Loan that remains outstanding after
the last day of an Interest Period as contemplated by Section 2.2.5, 4.2.5 or
5.2.5, a rate per annum that shall be determined for each Loan by agreement between
ProLogis and the applicable Swing Line Lender or Fronting Lender (but in no event to (a) be less
than the Daily Floating Eurocurrency Rate, or (b) exceed the Base Rate).




          “Money Market Rate Loan” means any Loan that bears interest at a rate based on the
Money Market Rate.




          “Moody’s” means Moody’s Investors Service, Inc. (or any successor thereof) or, if
Moody’s no longer publishes ratings, another ratings agency selected by ProLogis and reasonably
acceptable to Global Administrative Agent.




          “Moody’s Rating” means the most recently-announced rating from time to time of Moody’s
assigned to any class of long-term senior, unsecured (or secured solely pursuant to the Pledge
Agreements) debt securities issued by ProLogis, as to which no letter of credit, guaranty, or third
party credit support is in place, regardless of whether all or any part of such Indebtedness has
been issued at the time such rating was issued.




          “Multiemployer Plan” means any employee benefit plan of the type described in
Section 4001(a)(3) of ERISA, to which ProLogis or any ERISA Affiliate makes or is obligated to make
contributions, or during the preceding five plan years, has made or been obligated to make
contributions.




          “NOI” means, for any period and any Property, the difference (if positive) between
(a) any rents, proceeds (other than proceeds from Dispositions), expense reimbursements, or income
received from such Property (but excluding security or other deposits, late fees, early lease
termination, or other penalties of a non-recurring nature), less (b) all costs and expenses
(including interest on assessment bonds) incurred as a result of, or in connection with, the
development, operation, or leasing of such Property (but excluding depreciation, amortization,
Interest Expense and Capital Expenditures).




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          “Non-Consenting Lender” means any Lender that, within the preceding sixty (60) days
failed to agree to an amendment, waiver, or consent that was (a) requested by ProLogis and
(b) approved by Lenders holding at least forty percent (40%) of the Dollar Equivalent amount of the
Aggregate Tranche Commitments or, if the Aggregate Tranche Commitments have terminated, of the
Total Global Outstandings (calculated in the same manner as in the definition of “Required
Lenders”) or if such amendment, waiver, or consent related to a particular Tranche, at least forty
percent (40%) of the Aggregate Tranche Commitment for such Tranche or, if such Aggregate Tranche
Commitment has terminated, of the Total Tranche Outstandings for such Tranche.




          “Non-Extended Commitment” means, as to each Lender, the amount of such Lender’s
Initial Commitment, if any, that has not been extended to the Extended Maturity Date.




          “Non-Extended Tranche Obligations” means, as to each Lender, the aggregate amount of
the Total Tranche Outstandings held by such Lender under a Tranche minus the amount of such
Lender’s Extended Commitments (and if the Extended Commitments have terminated, the Total Tranche
Outstandings that will be or have been extended to the Extended Maturity Date), if any, under such
Tranche.




          “Non-Industrial Property” means a Property that is not an Industrial Property.




          “Non-Qualified Lender” means a U.S. Non-Qualified Lender, a Euro Non-Qualified Lender,
or a Yen Non-Qualified Lender.




          “Non-Recourse Debt” means, for any Person, any Indebtedness of such Person in which
the holder of such Indebtedness may not look to such Person personally for repayment, other than to
the extent of any security therefor or pursuant to Customary Recourse Exceptions.




          “Non-U.S. Lender” means any Lender that is not organized under the Laws of a
jurisdiction of the United States, a State thereof or the District of Columbia.




          “Obligations” means all advances to, and debts, liabilities, obligations, covenants
and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan
or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute
or contingent, due or to become due, now existing or hereafter arising and including interest and
fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of
any proceeding under any Debtor Relief Law naming such Person as the debtor in such proceeding,
regardless of whether such interest and fees are allowed claims in such proceeding.




          “Organization Documents” means: (a) with respect to any corporation, the certificate
or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents
with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the
certificate or articles of formation or organization and operating agreement; (c) with respect to
any partnership, joint venture, trust or other form of business entity, the partnership, joint
venture or other applicable agreement of formation or organization and any agreement, instrument,
filing or notice with respect thereto filed in connection with its formation or organization with
the applicable Governmental Authority in the jurisdiction of its formation or organization and, if




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applicable, any certificate or articles of formation or organization of such entity; and (d)
with respect to a TMK, a copy of its asset securitization plan.




          “Other Taxes” means all present or future stamp or documentary taxes or any other
excise or property taxes, charges or similar levies arising from any payment made hereunder or
under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with
respect to, this Agreement or any other Loan Document.




          “Outstanding Amount” means (a) with respect to all of the outstanding Committed Loans
on any date (other than the Fronting Loans), the Dollar Equivalent amount of the aggregate
outstanding principal amount thereof after giving effect to any borrowings and prepayments or
repayments of such Committed Loans occurring on such date; (b) with respect to Fronting Loans on
any date, the Dollar Equivalent amount of the aggregate outstanding principal amount thereof after
giving effect to any borrowings and prepayments or repayments of such Fronting Loans occurring on
such date; (c) with respect to the outstanding Swing Line Loans on any date, the Dollar Equivalent
amount of the aggregate outstanding principal amount thereof after giving effect to any borrowings
and prepayments or repayments of such Swing Line Loans occurring on such date; and (d) with respect
to any L/C Obligations on any date, the Dollar Equivalent amount of the aggregate outstanding
amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension
occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of
such date, including as a result of any reimbursements by any Borrower of Unreimbursed Amounts.




          “Overnight Rate” means, for any day, (a) with respect to any amount denominated in
Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the
applicable Agent, the applicable L/C Issuer, or the applicable Swing Line Lender, as the case may
be, in accordance with banking industry rules on interbank compensation, and (b) with respect to
any amount denominated in an Alternative Currency under the applicable Tranche, the rate of
interest per annum at which overnight deposits in such Alternative Currency, in an amount
approximately equal to the amount with respect to which such rate is being determined, would be
offered for such day by a branch or Affiliate of U.S. Funding Agent in the applicable offshore
interbank market for such currency to major banks in such interbank market.




          “Parent Guaranty” means the Unconditional Parent Guaranty Agreement in substantially
the form of Exhibit E, executed by ProLogis in favor of Collateral Agent, for the benefit
of the holders of Designated Senior Debt (including the Obligations).




          “Participant” has the meaning specified in Section 16.6.4.




          “Participating Member State” means each state so described in any EMU Legislation.




          “Payment Lender” has the meaning specified in Section 8.8.3.




          “PBGC” means the Pension Benefit Guaranty Corporation.




          “Pension Plan” means any “employee pension benefit plan” (as such term is defined in
Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and
is sponsored or maintained by ProLogis or any ERISA Affiliate or to which ProLogis or any



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ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple
employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time
during the immediately preceding five plan years.




          “Permitted Liens” means (a) Liens granted to any Agent to secure the Obligations,
(b) pledges or deposits made to secure payment of worker’s compensation (or to participate in any
fund in connection with worker’s compensation insurance), unemployment insurance, pensions, or
social security programs, (c) encumbrances consisting of zoning restrictions, easements, or other
restrictions on the use of real property, provided that such items do not materially impair
the use of such property for the purposes intended and none of which is violated in any material
respect by existing or proposed structures or land use, (d) Liens for taxes not yet due and
payable or being contested in good faith by appropriate proceedings diligently conducted, and for
which reserves in accordance with GAAP or otherwise reasonably acceptable to Global Administrative
Agent have been provided, (e) Liens imposed by mandatory provisions of law such as for
materialmen’s, mechanic’s, warehousemen’s, and other like Liens arising in the ordinary course of
business, securing payment of any Liability whose payment is not yet due, (f) Liens on Properties
where the applicable Company or Unconsolidated Affiliate is insured against such Liens by title
insurance or other similar arrangements satisfactory to Global Administrative Agent, (g) Liens
securing assessments or charges payable to a property owner association or similar entity, which
assessments are not yet due and payable or are being contested in good faith by appropriate
proceedings diligently conducted, and for which reserves in accordance with GAAP or otherwise
reasonably acceptable to Global Administrative Agent have been provided, (h) Liens securing
assessment bonds, (i) Liens granted to ProLogis by any other Company or any Unconsolidated
Affiliate, (j) pledges of Equity Interests granted to any Finance Subsidiary or to International
Finance to secure intercompany Indebtedness, (k) pledges of intercompany indebtedness granted by
any Finance Subsidiary to any other Finance Subsidiary or to International Finance, (l) leases to
tenants of space in Properties that are entered into in the ordinary course of business, (m) any
netting or set-off arrangement entered into by any Company in the normal course of its banking
arrangements for the purpose of netting debit and credit balances, or any set-off arrangement which
arises by operation of law as a result of any Company opening a bank account, (n) any title
transfer or retention of title arrangement entered into by any Company in the normal course of its
trading activities on the counterparty’s standard or usual terms, (o) Liens over goods and
documents of title to goods arising out of letter of credit transactions entered into in the
ordinary course of business, (p) Liens securing Settlement Debt in an aggregate amount not at any
time exceeding $250,000,000, (q) any Lien which secures the Obligations and some or all of the
Designated Senior Debt on a pari passu basis, and (r) Liens securing Indebtedness that has been
pledged to Collateral Agent for the benefit of all Designated Senior Debt. 




          “Permitted Redemption” means Restricted Payments permitted by Section 13.5(f).




          “Person” means any natural person, corporation, limited liability company, trust,
joint venture, association, company, partnership, Governmental Authority or other entity.




          “Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of
ERISA) established by ProLogis or, with respect to any such plan that is subject to Section 412 of
the Code or Title IV of ERISA, any ERISA Affiliate.




Global Senior Credit Agreement
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          “Platform” has the meaning specified in Section 12.2.




          “Pledge Agreements” means (a) a Pledge Agreement substantially in the form
of Exhibit G-1, executed by ProLogis, and (b) each Pledge Agreement substantially in the
form of Exhibit G-2, executed by a Consolidated Subsidiary pursuant to
Section 12.14.




          “Pledgor” means any Consolidated Subsidiary that executes a Pledge Agreement.




          “Pre-Approved Reallocations” means (a) prior to the Initial Maturity Date, each of the
pre-approved reallocations set forth on Schedule 8.12-1, and (b) on and after the Initial
Maturity Date, each of the pre-approved reallocations set forth on Schedule 8.12-2. The
Pre-Approved Reallocation of any Lender may from time to time be increased or decreased pursuant to
a written agreement executed by ProLogis, Global Administrative Agent and such Lender.




          “Preferred Dividends” means, for the Companies, on a consolidated basis, for any
period, Restricted Payments of any kind or character or other proceeds paid or payable with respect
to any Equity Interests except for common equity (but excluding any Restricted Payments paid or
payable to any Company).




          “Primary Currency” means (a) with respect to the U.S. Tranche, Dollars; (b) with
respect to the Canadian Tranche, Canadian Dollars; (c) with respect to the Euro Tranche, Euro; (d)
with respect to the Yen Tranche, Yen; (d) with respect to the KRW Tranche, KRW; and (e) with
respect to each Supplemental Tranche, as set forth in the applicable Supplemental Addendum.




          “Primary Location” has the meaning specified in Section 8.8.2.




          “ProLogis” has the meaning specified in the introductory paragraph hereto.




          “Properties” means real estate properties (including land) owned by a Company or an
Unconsolidated Affiliate or any trust of which a Company or an Unconsolidated Affiliate is the sole
beneficiary, and “Property” means any one of the Properties.




          “Property Fund” means an Unconsolidated Affiliate formed or sponsored by ProLogis to
hold Properties.




          “Property Fund Borrower” means a Borrower of a Property Fund Loan made pursuant to
this Agreement.




          “Property Fund Loan” means Indebtedness of a Property Fund (which may include Loans
hereunder), the proceeds of which were used to finance the contribution by ProLogis or other
Companies of Properties to such Property Fund.




          “Qualified Lenders” means any of the U.S. Qualified Lenders, the Euro Qualified
Lenders, and the Yen Qualified Lenders.




          “Rating Requirement” means, as of any date of determination, the lower of the two (2)
highest ratings of the Moody’s Rating, the S&P Rating, and the Fitch Rating. Initially, the
Applicable Margin and the Additional Fee Margin shall be determined based upon the Rating




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Requirement specified in the certificate delivered pursuant to Section 10.1.1(f)(iii).
For purposes hereof, the correlation of the levels or grades of the Moody’s Rating, the S&P
Rating, and the Fitch Rating shall be as set forth in the tables included herein in the definitions
of “Applicable Margin” and “Additional Fee Margin” in the column labeled
“Rating Requirement.” Each change in the Rating Requirement shall be effective commencing
on the fifth (5th) Business Day following the earlier to occur of (a) Global
Administrative Agent’s receipt of notice from ProLogis, as required in Section 12.3(f), of
an applicable change in the Moody’s Rating, the S&P Rating, or the Fitch Rating and (b) Global
Administrative Agent’s actual knowledge of an applicable change in the Moody’s Rating, the S&P
Rating, or the Fitch Rating.




          “RBS PLC” means The Royal Bank of Scotland plc and its successors.




          “Reallocation Effective Date” has the meaning specified in Section 8.12.2.




          “Reference Banks” means the principal London offices of RBS PLC, Bank of America, and
Société Générale or any successor to any of the foregoing selected by Euro Funding Agent (in
consultation with ProLogis).




          “Register” has the meaning specified in Section 16.6.3.




          “Registered Public Accounting Firm” has the meaning specified in the Securities Laws
and shall be independent of ProLogis as prescribed by the Securities Laws.




          “REIT” means a “real estate investment trust” for purposes of the Code.




          “Related Parties” means, with respect to any Person, such Person’s Affiliates and the
partners, directors, officers, employees, agents and advisors of such Person and of such Person’s
Affiliates.




          “Relevant Equivalent” has the meaning specified in Section 7.9.




          “Reportable Event” means any of the events set forth in Section 4043(c) of ERISA,
other than events for which the thirty (30) day notice period has been waived.




          “Request for Credit Extension” means a request hereunder for a Credit Extension.




          “Requested Tranche” has the meaning specified in Section 8.11.1.




          “Required Lenders” means, as of any date of determination, Lenders having more than
fifty percent (50%) of the Dollar Equivalent amount of the Aggregate Tranche Commitments or, if the
Aggregate Tranche Commitments have terminated, Lenders holding in the aggregate more than fifty
percent (50%) of the Dollar Equivalent amount of the Total Global Outstandings (with the aggregate
amount of each Lender’s risk participation and funded participation in L/C Obligations, Fronting
Loans, and Swing Line Loans being deemed “held” by such Lender for purposes of this definition);
provided that the Commitment of, and the portion of the Total Global Outstandings held or
deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of
Required Lenders.




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          “Responsible Officer” means the chief executive officer, the president, the chief
financial officer, a representative director, any vice president, the treasurer or any assistant
treasurer of a Loan Party. Any document delivered hereunder that is signed by a Responsible
Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary
corporate, partnership and/or other action on the part of such Loan Party and such Responsible
Officer shall be conclusively presumed to have acted on behalf of such Loan Party.




          “Restricted Payment” means any dividend or other distribution (whether in cash,
securities or other property) with respect to any capital stock or other Equity Interest of any
Company, or any payment (whether in cash, securities or other property), including any sinking fund
or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation
or termination of any such capital stock or other Equity Interest, or on account of any return of
capital to any Company’s stockholders, partners or members (or the equivalent).




          “Retail Property” means a Property that is used for retail purposes.




          “Revaluation Date” means (a) with respect to any Eurocurrency Rate Loan or L/C
Obligations denominated in an Alternative Currency, the first (1st) Business Day of each
calendar month, and (b) such additional dates as Global Administrative Agent, any Funding Agent, or
any L/C Issuer shall reasonably determine or the Required Lenders shall reasonably require.




          “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc. (or any successor thereof), or, if S&P no longer publishes ratings, then another
ratings agency selected by ProLogis and reasonably acceptable to Global Administrative Agent.




          “S&P Rating” means the most recently-announced rating from time to time of S&P
assigned to any class of long-term senior, unsecured (or secured solely pursuant to the Pledge
Agreements) debt securities issued by ProLogis, as to which no letter of credit, guaranty, or third
party credit support is in place, regardless of whether all or any part of such Indebtedness has
been issued at the time such rating was issued.




          “Same Day Funds” means (a) with respect to disbursements and payments in the Primary
Currency of the applicable Tranche, immediately available funds, and (b) with respect to
disbursements and payments in an Alternative Currency of the applicable Tranche, same day or other
funds as may be determined by the applicable Funding Agent or applicable L/C Issuer, as the case
may be, to be customary in the place of disbursement or payment for the settlement of international
banking transactions in the relevant Alternative Currency.




          “Sarbanes-Oxley” means the Sarbanes-Oxley Act of 2002.




          “SEC” means the Securities and Exchange Commission, or any Governmental Authority
succeeding to any of its principal functions.




          “Secured Debt” means, for any Person, Indebtedness of such Person secured by any Liens
(other than Permitted Liens) in any of such Person’s Properties or other material assets.




          “Securities Laws” means the Securities Act of 1933, the Securities Exchange Act of
1934, Sarbanes-Oxley and the applicable accounting and auditing principles, rules, standards and



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practices promulgated, approved or incorporated by the SEC or the Public Company Accounting
Oversight Board.




          “Security Agency Agreement” means the Amended and Restated Security Agency Agreement
dated as of October 6, 2005 among Global Administrative Agent, Bank of America, as Collateral
Agent, and certain other holders of Designated Senior Debt, and acknowledged by ProLogis.




          “Security Documents” means with respect to each U.S. Bond L/C, the trust indenture
entered into in connection with such U.S. Bond L/C, and such other agreements and documents
delivered by the Issuer (as defined in the applicable U.S. Bond L/C) and the applicable Trustee,
pursuant to which such Issuer’s interest in the Trust Estate, Revenues (each as defined in the
applicable trust indenture) and similar items and, upon payment in full of the applicable Bonds,
such Trustee’s interest in the applicable Bond Documents, are assigned to Collateral Agent as
security for payment of such Bonds.




          “Settlement Debt” means, for any Person, tax liabilities of such Person payable in
installments in connection with a settlement agreement with the relevant taxing authority.




          “Share” means, for any Person, the share of the assets, liabilities, revenues, income,
losses, or expenses of an Eligible Consolidated Subsidiary to which such Person is entitled based
upon such Person’s ownership of the Equity Interests of such Eligible Consolidated Subsidiary.




          “Shareholders’ Equity” means, as of any date of determination, consolidated
shareholders’ equity of ProLogis and its Consolidated Subsidiaries as of that date.




          “Short Term Affiliate Borrower” means any Affiliate Borrower that (a) will not request
any Committed Loans, (b) assumes only Outstanding Amounts of another Borrower, and (c) repays such
Outstanding Amounts within thirty (30) days after it assumes such Outstanding Amounts.




          “SMBC” means Sumitomo Mitsui Banking Corporation, and it successors.




          “Solvent” means, as to a Person, that (a) the aggregate fair market value of its
assets exceeds its Liabilities, (b) it has sufficient cash flow to enable it to pay its Liabilities
as they mature, and (c) it does not have unreasonably small capital to conduct its businesses.




          “Specified Type” has the meaning specified in Section 7.3.1.




          “Spot Rate” for a currency means the rate that appears on the relevant screen page on
Bloomberg’s for cross currency rates with respect to such currency two (2) Business Days prior to
the date on which the foreign exchange computation is made; provided that if such page
ceases to be available, such other page for the purpose of displaying cross currency rates as
Global Administrative Agent, the applicable Funding Agent, or the applicable L/C Issuer, as
applicable, may determine, in its reasonable discretion.




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          “Stabilized Industrial Properties” means, as of any date, Industrial Properties that
have a Stabilized Occupancy Rate as of the first day of the most recent fiscal quarter of ProLogis
for which information is available.




          “Stabilized Occupancy Rate” means, as of any date for any Property, that the
percentage of the rentable area of such Property leased pursuant to bona fide tenant leases,
licenses, or other agreements requiring current rent or other similar payments, is at least ninety
percent (90%) or such higher percentage as ProLogis requires internally, consistent with past
practices, to classify as a stabilized Property of the relevant type in the relevant market.




          “Sterling” and “£” mean the lawful currency of the United Kingdom.




          “Subsidiary Guarantor” means each Consolidated Subsidiary that has executed a
Subsidiary Guaranty.




          “Subsidiary Guaranty” means an Unconditional Subsidiary Guaranty Agreement in
substantially the form of Exhibit F, executed by an Affiliate Borrower or a Consolidated
Subsidiary required to execute a guaranty pursuant to Section 12.13 in favor of Collateral
Agent, for the benefit of the holders of Designated Senior Debt (including the Obligations), and
modified to the extent required under applicable Laws.




          “Substitute Rate” means (a) the Applicable Margin plus (b) (in the case of any
Lender which has lent from a Lending Office in the United Kingdom or a Participating Member State)
the Mandatory Cost, and (c) (i) to the extent requested by Euro Funding Agent or ProLogis, a
negotiated rate agreed to by ProLogis, Euro Funding Agent and each Euro Lender or (ii) to the
extent that a negotiated rate is not requested or agreed to by the applicable parties, the rate per
annum determined by Euro Funding Agent to be the highest (rounded upwards to four (4) decimal
places) of the rates notified by the Reference Banks to Euro Funding Agent before the last day of
the applicable Interest Period to be those which express as a percentage rate per annum the cost to
each such Reference Bank of funding its Loans from whatever sources it may reasonably select during
such Interest Period.




          “Substitute Rate Loan” means a Euro Committed Loan that bears interest at a rate based
on the Substitute Rate with a one (1) month interest period, if applicable.




          “Supplemental Addendum” has the meaning specified in Section 8.14.2.




          “Supplemental Aggregate Commitments”, “Supplemental Borrowers”,
“Supplemental Commitments”, “Supplemental Committed Borrowing”, “Supplemental
Committed Loan” “Supplemental Committed Loan Notice”, “Supplemental Funding
Agent”, “Supplemental Funding Agent’s Office”, “Supplemental L/C Obligations”,
“Supplemental Lenders”, “Supplemental Letter of Credit”, “Supplemental Letter
of Credit Fee”, “Supplemental Letter of Credit Issuer”, “Supplemental Letter of
Credit Sublimit”, “Supplemental Loans”, “Supplemental Outstanding Amount”,
“Supplemental Rate Loan”, “Supplemental Required Lenders”, “Supplemental Swing
Line Borrowing”, “Supplemental Swing Line Lender”, “Supplemental Swing Line
Loans” and “Supplemental Swing Line Sublimit” have their respective meaning (if any),
with respect to any Supplemental Tranche, as set forth in the applicable Supplemental Addendum.





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     “Supplemental Primary Location” means, with respect to any Supplemental Tranche, the
primary jurisdiction of each Supplemental Borrower under such Supplemental Tranche as designated in
the applicable Supplemental Addendum.




     “Supplemental Tranche” has the meaning specified in Section 8.14.1.




     “Supplemental Tranche Effective Date” has the meaning specified in
Section 8.14.4.




     “Supplemental Tranche Request” has the meaning specified in Section 8.14.1.




     “Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit
derivative transactions, forward rate transactions, commodity swaps, commodity options, forward
commodity contracts, equity or equity index swaps or options, bond or bond price or bond index
swaps or options or forward bond or forward bond price or forward bond index transactions, interest
rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap transactions, currency options,
spot contracts, or any other similar transactions or any combination of any of the foregoing
(including any options to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all transactions of any kind, and
the related confirmations, which are subject to the terms and conditions of, or governed by, any
form of master agreement published by the International Swaps and Derivatives Association, Inc.,
any International Foreign Exchange Master Agreement, or any other master agreement (any such master
agreement, together with any related schedules, a “Master Agreement”), including any such
obligations or liabilities under any Master Agreement.




     “Swap Termination Value” means, in respect of any one or more Swap Contracts, after
taking into account the effect of any legally enforceable netting agreement relating to such Swap
Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and
termination value(s) determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in clause (a), the amount(s) determined as the
mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or
other readily available quotations provided by any recognized dealer in such Swap Contracts (which
may include a Lender or any Affiliate of a Lender).




     “Swing Line Borrowings” means, collectively, U.S. Swing Line Borrowings, Euro Swing
Line Borrowings, and each Supplemental Swing Line Borrowing.




     “Swing Line Lenders” means, collectively, U.S. Swing Line Lenders, Euro Swing Line
Lenders, and each Supplemental Swing Line Lender, and “Swing Line Lender” means any Swing
Line Lender.




     “Swing Line Loans” means, collectively, the U.S. Swing Line Loans, the Euro Swing Line
Loans, and each Supplemental Swing Line Loan; and “Swing Line Loan” means any of the Swing
Line Loans.




     “Swing Line Sublimit” means any of the U.S. Swing Line Sublimit, the Euro Swing Line
Sublimit, or any Supplemental Swing Line Sublimit.



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     “TARGET Day” means any day on which the Trans-European Automated Real-time Gross
Settlement Express Transfer (TARGET) payment system (or, if such payment system ceases to be
operative, such other payment system (if any) determined by Global Administrative Agent to be a
suitable replacement) is open for the settlement of payments in Euro.




     “Taxes” means all present or future taxes, levies, imposts, duties, deductions,
withholdings, assessments, fees or other charges imposed by any Governmental Authority, including
any interest, additions to tax or penalties applicable thereto.




     “Third Amendment” means the Third Amendment to Global Senior Credit Agreement dated as
of August 21, 2009 by and among ProLogis, other Loan Parties, Global Administrative Agent, the
Funding Agents, and the Lenders party thereto.




     “Third Amendment Effective Date” means the date on which all conditions precedent to
the effectiveness of the Third Amendment have been satisfied or waived.




     “TMK” means a Tokutei Mokuteki Kaisha incorporated in Japan.




     “Total Asset Value” means, as of any date for the Companies on a consolidated basis,
the total (without duplication) of the following:




     (a) the quotient of (A) the sum of the most recent fiscal quarter’s NOI from
Stabilized Industrial Properties multiplied by four (4), divided by (B) the applicable
Capitalization Rate; plus




     (b) the sum of (i) one hundred percent (100%) of the undepreciated book value of each
Transition Property for the first twelve (12) months following the date such Property
became a Transition Property, (ii) seventy-five percent (75%) of the undepreciated book
value of each Transition Property that has been a Transition Property for at least twelve
(12) months but less than twenty-four (24) months, and (iii) fifty percent (50%) of the
undepreciated book value of each Transition Property that has been a Transition Property
for at least twenty-four (24) months; plus




     (c) the amount of all other Investments in Properties under construction, Retail
Properties, and Properties subject to a ground lease with a Person that is not an
Affiliate of ProLogis, as lessee, each on an undepreciated book basis; plus




     (d) the book value of raw land; plus




     (e) the book value of the Companies’ Investments in Unconsolidated Affiliates; plus




     (f) the product of (A) management fee income of the Companies for the most recent
fiscal quarter multiplied by (B) four, multiplied by (C) eight; plus




     (g) Cash and Cash Equivalents; minus



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     (h) the amount, if any, by which the amount in clause (e) above exceeds
fifteen percent (15%) of the sum of clauses (a) through (g) above.




     For the avoidance of doubt, with respect to each of clauses (b) through (h)
(other than clause (f)) above, impairments pursuant to GAAP shall be included.




     “Total Assets” means, for any Person as of any date, (a) such Person’s total assets,
plus (b) accumulated depreciation with respect to such assets.




     “Total Global Outstandings” means the aggregate Outstanding Amount of all Loans and
all L/C Obligations.




     “Total Tranche Outstandings” means, as applicable, the U.S. Total Outstandings, the
Euro Total Outstandings, the Yen Total Outstandings, the Canadian Total Outstandings, the KRW
Outstanding Amount, or any Supplemental Outstanding Amount.




     “Tranche Required Lenders” means, as applicable, the U.S. Required Lenders, the Euro
Required Lenders, the Canadian Required Lenders, the Yen Required Lenders, the KRW Required
Lenders, or any Supplemental Required Lenders.




     “Tranches” means, collectively, the U.S. Tranche, the Canadian Tranche, the Euro
Tranche, the Yen Tranche, the KRW Tranche, and each Supplemental Tranche; and “Tranche”
means any of the Tranches.




     “Transition Properties” means, as of any date, Industrial Properties that have been
completed but are not Stabilized Industrial Properties.




     “Trigger Date” has the meaning specified in the Security Agency Agreement.




     “Trustee” means any Trustee designated as the beneficiary of a U.S. Bond L/C.




     “Type” means (a) with respect to a U.S. Committed Loan, its character as a Base Rate
Loan or a Eurocurrency Rate Loan, (b) with respect to a Canadian Committed Loan, its character as
an ABR Rate Loan, a BA Rate Loan, or a Eurocurrency Rate Loan, (c) with respect to a Euro Committed
Loan, its character as a Eurocurrency Rate Loan, and (d) with respect to a Yen Committed Loan, its
character as a Eurocurrency Rate Loan, Base Rate Loan (for a Dollar denominated Yen Committed Loan)
or ABR Rate Loan (for a Yen denominated Yen Committed Loan).




     “Unconsolidated Affiliate” means any Person in which ProLogis directly or indirectly
holds Equity Interests but which is not consolidated under GAAP with ProLogis on the consolidated
financial statements of ProLogis.




     “Unencumbered Debt Service” means, for any period, all Debt Service in respect of all
Unsecured Debt of the Companies.




     “Unencumbered Debt Service Coverage Ratio” means, as of the last day of any fiscal
quarter, the ratio of (a) Unencumbered NOI minus the Capital Expenditures associated with all



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Unencumbered Properties (except for Unencumbered Properties where the tenant is responsible
for capital expenditures), to (b) Unencumbered Debt Service, in each case for the four (4) fiscal
quarters ending on the date of determination.




     “Unencumbered NOI” means, for any period, the total of (a) the Companies’ Share of the
NOI of the Unencumbered Properties of ProLogis and its Eligible Consolidated Subsidiaries during
such period; provided that this clause (a) shall not include any NOI that is
subject to any Lien (other than Permitted Liens); plus (b) the management fees of the Companies not
subject to any Lien (other than Permitted Liens) less related expenses during such period; minus
(c) the amount, if any, by which the amount of clause (b) above exceeds thirty percent
(30%) of the sum of the amounts of clauses (a) and (b).




     “Unencumbered Pool Asset Value” means, as of the last day of any fiscal quarter,
without duplication, an amount equal to the sum (subject to the adjustments below) of (a) the
quotient of (x) the Companies’ Share of (i) four (4) times (ii) the NOI for such fiscal
quarter (or if acquired during such fiscal quarter, the annualized NOI), generated by each
Stabilized Industrial Property constituting an Unencumbered Pool Property (other than Properties
subject to a ground lease with a Person that is not an Affiliate of ProLogis, as lessee) divided by
(y) the applicable Capitalization Rate; plus (b) the Companies’ Share of the undepreciated book
value of each Unencumbered Pool Property subject to a ground lease with a Person that is not an
Affiliate of ProLogis; plus (c) the Companies’ Share of the undepreciated book value of each
Unencumbered Pool Property constituting a Retail Property; plus (d) fifty percent (50%) of the
Companies’ Share of the undepreciated book value of each Unencumbered Pool Property constituting a
Transition Property; provided that in calculating the Unencumbered Pool Asset Value,
ProLogis shall exclude Properties and/or the NOI therefrom to the extent necessary so that (i) the
sum of the foregoing clauses (b), (c), and (d) does not exceed fifteen
percent (15%) of the Unencumbered Pool Asset Value; and (ii) the percentage of the Unencumbered
Pool Asset Value attributable to (A) Properties located in each of Belgium, France, The
Netherlands, Poland, or Spain does not, in any such case, exceed ten percent (10%); (B) Properties
located in Belgium, France, the Netherlands, Poland, and Spain does not, in the aggregate, exceed
twenty five percent (25%); and (C) Properties located outside the United States does not exceed
fifty percent (50%). For the avoidance of doubt, with respect to each of clauses (b),
(c), and (d), impairments pursuant to GAAP shall be included.




     “Unencumbered Pool Properties” means, without duplication, Retail Properties owned as
of the Third Amendment Effective Date, Properties that are subject to ground leases to a Person
that is not an Affiliate of ProLogis, as lessee, as of the Third Amendment Effective Date,
Stabilized Industrial Properties and Transition Properties, that, in each case (unless otherwise
approved by Global Administrative Agent in its sole discretion in the case of clauses (a)
and (b) below) are (a) owned by ProLogis or an Eligible Consolidated Subsidiary; (b)
located in the United States, Canada, Japan, the United Kingdom, Germany, Belgium, France, the
Netherlands, Poland, or Spain; and (c) not subject to any Lien (other than Customary Permitted
Liens) or negative pledge and in which ProLogis has the ability (without violation of corporate
benefit laws and, in the case of any Eligible Consolidated Subsidiary that is not a Wholly-owned
Consolidated Subsidiary, without the necessity of consent or approval by the holder of any minority
interest in such Eligible Consolidated Subsidiary) to cause there to be granted to Global
Administrative Agent, for the benefit of the Lenders, first priority Liens (other than with respect
to Customary Permitted Liens, provided that the holder of all Indebtedness secured by any
Liens described in clause (i) or (r) of the definition of “Permitted Liens”
shall have agreed in writing (at all times that such Property is an Unencumbered Pool Property) to,
upon the request of the obligor of such Indebtedness, subordinate such Liens to the Liens in favor
of Global Administrative Agent on terms reasonably satisfactory to Global Administrative Agent).
The Unencumbered Pool Properties as of the Third Amendment Effective Date are listed on
Schedule 1.1-2 (including a list of the Unencumbered Pool Properties that are owned by
Eligible Consolidated Subsidiaries). ProLogis may, from time to time, add additional Unencumbered
Pool Properties and remove existing Unencumbered Pool Properties so long as



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no Default exists or would result therefrom and the provisions of the requirement in
Section 13.11 continue to be met; provided that ProLogis may not add additional
Retail Properties or Properties subject to ground leases to a Person that is not an Affiliate of
ProLogis as Unencumbered Pool Properties after the Third Amendment Effective Date.




     “Unencumbered Property” means any Property that is not an Encumbered Property.




     “Unfunded Euro Swing Line Amount” has the meaning specified in Section
4.5.3(c).




     “Unfunded U.S. Swing Line Amount” has the meaning specified in Section
2.5.3(c).




     “United States” and “U.S.” mean the United States of America.




     “Unreimbursed Amounts” means, collectively, the U.S. Unreimbursed Amount, the Euro
Unreimbursed Amounts, the Canadian Unreimbursed Amount, and the Yen Unreimbursed Amounts.




     “Unsecured Debt” means, for any Person, Indebtedness of such Person that is not
Secured Debt.




     “U.S. Aggregate Commitments” means, at any time, all of the U.S. Commitments of U.S.
Qualified Lenders and U.S. Non-Qualified Lenders; provided that such U.S. Aggregate
Commitments shall not include the Fronting Commitments.




     “U.S. Bond L/Cs” means all U.S. Letters of Credit issued by any U.S. L/C Issuer at the
request of a Domestic Borrower under the U.S. Tranche, for the benefit of any Company, in support
of the Bonds issued by any issuer of tax-exempt bonds, which U.S. Letters of Credit satisfy the
conditions set forth in Section 7.13.1, and renewals or extensions thereof.




     “U.S. Borrower” means each Borrower listed under the heading “U.S. Tranche” on
Schedule 2.3(a) and any other Borrower added to the U.S. Tranche pursuant to
Section 8.11.




     “U.S. Commitment” means, as to each U.S. Lender, its obligation to (a) make U.S.
Committed Loans to U.S. Borrowers pursuant to Section 2.1, (b) purchase participations in
U.S. Fronting Loans to the extent such U.S. Lender is a U.S. Non-Qualified Lender, (c) purchase
participations in U.S. L/C Obligations, and (d) purchase participations in U.S. Swing Line Loans,
in the Dollar Equivalent aggregate principal amount at any one time outstanding not to exceed (i)
prior to the Initial Maturity Date, the amount set forth opposite such U.S. Lender’s name on the
most recent Schedule 2.1-1(a), or (ii) on and after the Initial Maturity Date, the amount
set forth opposite such U.S. Lender’s name on the most recent Schedule 2.1-2(a), each as
prepared by Global Administrative Agent or U.S. Funding Agent (or if the applicable assignment
occurred after such preparation, in the most recent Assignment and Assumption to which such U.S.
Lender is a party), as such amount may be adjusted from time to time in accordance with this
Agreement.




     “U.S. Committed Borrowing” means a borrowing consisting of simultaneous U.S. Committed
Loans of the same Type, and, in the case of Eurocurrency Rate Loans, having the same Interest
Period made by each U.S. Lender (other than the applicable U.S. Non-Qualified Lenders) pursuant to
Section 2.1.



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     “U.S. Committed Loan” has the meaning specified in Section 2.1, and shall
include any U.S. Fronting Loans made in connection with a U.S. Committed Borrowing.




     “U.S. Committed Loan Notice” means a notice of (a) a U.S. Committed Borrowing, (b) a
conversion of U.S. Committed Loans from one Type to the other, or (c) a continuation of
Eurocurrency Rate Loans, pursuant to Section 2.3.1, which, if in writing, shall be
substantially in the form of Exhibit A-1.




     “U.S. Credit Exposure” means, for any U.S. Lender at any time, the aggregate U.S.
Outstanding Amount of all U.S. Committed Loans (other than U.S. Fronting Loans) of such U.S. Lender
plus such U.S. Lender’s Applicable Tranche Percentage of the U.S. Outstanding Amount of all
U.S. L/C Obligations and all U.S. Swing Line Loans plus, as to any U.S. Non-Qualified
Lenders, the U.S. Outstanding Amount of such U.S. Lender’s participation in all applicable U.S.
Fronting Loans.




     “U.S. Credit Extension” means each of the following: (a) a U.S. Committed Borrowing,
(b) U.S. Swing Line Borrowing, and (c) a U.S. L/C Credit Extension.




     “U.S. Existing Letters of Credit” means the letters of credit outstanding on the date
hereof and described on Schedule 2.4(a).




     “U.S. Fronting Loan” has the meaning specified in Section 2.2.1.




     “U.S. Funding Agent” means Bank of America, in its capacity as U.S. funding agent
under the Loan Documents, or any successor thereof.




     “U.S. Funding Agent’s Office” means, with respect to the U.S. Tranche, U.S. Funding
Agent’s Office address and, as appropriate, account as set forth on Schedule 16.2 with
respect to the U.S. Tranche, or (subject to Section 16.2.5) such other address or account
with respect to the U.S. Tranche as U.S. Funding Agent may from time to time notify to ProLogis,
Global Administrative Agent, the other Funding Agents, and U.S. Lenders.




     “U.S. L/C Borrowing” means an extension of credit resulting from a drawing under any
U.S. Letter of Credit which has not been reimbursed on the date when made or refinanced as a U.S.
Committed Borrowing. All U.S. L/C Borrowings shall be denominated in Dollars.




     “U.S. L/C Credit Extension” means, with respect to any U.S. Letter of Credit, the
issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.




     “U.S. L/C Issuers” means Bank of America, in its individual capacity as a bank issuing
U.S. Letters of Credit hereunder, and any other U.S. Lender, in its individual capacity, approved
by Global Administrative Agent and U.S. Funding Agent to issue U.S. Letters of Credit hereunder,
including each issuer of a U.S. Existing Letter of Credit; and “U.S. L/C Issuer” means any
one of the U.S. L/C Issuers.




     “U.S. L/C Obligations” means, as of any date of determination, the aggregate amount
available to be drawn under all outstanding U.S. Letters of Credit (including any reinstatement of
or increase in the face amount thereof which may be reflected pursuant to the terms of any U.S.



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Bond L/C) plus the aggregate of all U.S. Unreimbursed Amounts, including all U.S. L/C
Borrowings (including all U.S. L/C Borrowings and unpaid reimbursement obligations under any U.S.
Bond L/C).




     “U.S. Lender” means (a) prior to the Initial Maturity Date, (i) each Lender listed on
Schedule 2.1-1(a) and (ii) any Person that becomes a U.S. Lender with an Initial Commitment
pursuant to Section 8.13, and (b) on and after the Initial Maturity Date, (i) any Lender
that has an Extended Commitment which consists in whole or in part of a U.S. Commitment and (ii)
any Person that becomes a U.S. Lender pursuant to Section 8.13; in each case, including
such Person’s successors and permitted assigns.




     “U.S. Letter of Credit” means any standby letter of credit issued under the U.S.
Tranche (including the U.S. Existing Letters of Credit). U.S. Letters of Credit may only be issued
in Dollars.




     “U.S. Letter of Credit Sublimit” means an amount equal to the lesser of (a)
$150,000,000 (or, on and after the Initial Maturity Date, $125,000,000) and (b) the U.S. Aggregate
Commitments. The U.S. Letter of Credit Sublimit is part of, and not in addition to, the U.S.
Commitments.




     “U.S. Loan” means an extension of credit by a Lender to a Borrower under Article
II in the form of a U.S. Committed Loan or U.S. Swing Line Loan.




     “U.S. Non-Qualified Lender” means a U.S. Lender that is not a U.S. Qualified Lender.




     “U.S. Outstanding Amount” means: (a) with respect to U.S. Committed Loans (other than
U.S. Fronting Loans), the aggregate outstanding Dollar Equivalent principal amount thereof after
giving effect to any borrowings and repayments of U.S. Committed Loans; (b) with respect to U.S.
Fronting Loans, the aggregate outstanding Dollar Equivalent principal amount thereof after giving
effect to any borrowings and repayments of U.S. Fronting Loans; (c) with respect to U.S. Swing Line
Loans, the aggregate outstanding Dollar Equivalent principal amount thereof after giving effect to
any borrowings and repayments of U.S. Swing Line Loans; and (d) with respect to any U.S. L/C
Obligations, the aggregate outstanding Dollar Equivalent principal amount thereof after giving
effect to any U.S. L/C Credit Extension occurring on such date and any other change in the
outstanding amount of the U.S. L/C Obligations on such date, including as a result of any
reimbursement by any U.S. Borrower of U.S. Unreimbursed Amounts.




     “U.S. Qualified Lender” means, as of any date of determination, a U.S. Lender that (a)
has committed hereunder to make U.S. Committed Loans in the applicable currency requested by a U.S.
Borrower to be funded under the U.S. Tranche, (b) is capable of making the requested U.S. Committed
Loans to the applicable Foreign Borrower requesting such U.S. Committed Loan without the imposition
of any withholding taxes, and (c) to the extent the U.S. Borrower requesting a U.S. Committed Loan
is a TMK, is an institution from which such U.S. Borrower may, pursuant to the Laws of Japan,
borrow money.




     “U.S. Required Lenders” means, as of any date of determination, U.S. Lenders having
more than fifty percent (50%) of the U.S. Aggregate Commitments or, if the U.S. Aggregate
Commitments have terminated, U.S. Lenders holding in the aggregate more than fifty percent



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(50%) of the U.S. Total Outstandings (with the aggregate amount of each U.S. Lender’s risk
participation and funded participation in U.S. L/C Obligations, U.S. Fronting Loans, and U.S. Swing
Line Loans being deemed “held” by such U.S. Lender for purposes of this definition);
provided that the U.S. Commitment of, and the portion of the U.S. Total Outstandings held
or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination
of U.S. Required Lenders.




     “U.S. Swing Line” means the U.S. revolving credit facility made available by U.S.
Swing Line Lender pursuant to Section 2.5.




     “U.S. Swing Line Borrowing” means a borrowing of a U.S. Swing Line Loan pursuant to
Section 2.5.




     “U.S. Swing Line Lender” means Bank of America, in its capacity as provider of U.S.
Swing Line Loans, or any successor in such capacity.




     “U.S. Swing Line Loan” has the meaning specified in Section 2.5.1.




     “U.S. Swing Line Loan Notice” means a notice of a U.S. Swing Line Borrowing pursuant
to Section 2.5(b), which, if in writing, shall be substantially in the form of Exhibit
B-1.




     “U.S. Swing Line Sublimit” means an amount equal to the lesser of (a)
$100,000,000 and (b) the U.S. Aggregate Commitments. The U.S. Swing Line Sublimit is part of, and
not in addition to, the U.S. Aggregate Commitments.




     “U.S. Total Outstandings” means the aggregate U.S. Outstanding Amount of all U.S.
Committed Loans (including all U.S. Fronting Loans), all U.S. Swing Line Loans, and all U.S. L/C
Obligations.




     “U.S. Tranche” means the U.S. credit facility described in Article II hereof.




     “U.S. Unreimbursed Amount” means any unreimbursed amounts under Section 7.3
with respect to a U.S. Letter of Credit.




     “Wholly-owned” when used in connection with any Consolidated Subsidiary of any Person
shall mean a Consolidated Subsidiary of which all of the issued and outstanding shares of Equity
Interests shall be owned by such Person or one or more of its Wholly-owned Consolidated
Subsidiaries.




     “Yen” and “¥” mean the lawful currency of Japan.




     “Yen Aggregate Commitments” means, at any time, all of the Yen Commitments of Yen
Qualified Lenders and Yen Non-Qualified Lenders, provided that such Yen Aggregate
Commitments shall not include the Fronting Commitments.




     “Yen Borrower” means each Borrower listed under the heading “Yen Tranche” on
Schedule 2.3(d) and any other Borrower added to the Yen Tranche pursuant to
Section 8.11.



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     “Yen Commitment” means, as to each Yen Lender, its obligation to (a) make Yen
Committed Loans to Yen Borrowers pursuant to Section 5.1, (b) purchase participations in
Yen Fronting Loans to the extent such Yen Lender is a Yen Non-Qualified Lender, and (c) purchase
participations in Yen L/C Obligations, in the Yen Equivalent aggregate principal amount at any one
time outstanding not to exceed (i) prior to the Initial Maturity Date, the amount set forth
opposite such Yen Lender’s name on the most recent Schedule 2.1-1(d), or (ii) on and after
the Initial Maturity Date, the amount set forth opposite such Yen Lender’s name on the most recent
Schedule 2.1-2(c),prepared by Global Administrative Agent or Yen Funding Agent (or if the
applicable assignment occurred after such preparation, in the most recent Assignment and Assumption
to which such Yen Lender is a party), as such amount may be adjusted from time to time in
accordance with this Agreement.




     “Yen Committed Borrowing” means a borrowing consisting of simultaneous Yen Committed
Loans of the same Type, and, in the case of Eurocurrency Rate Loans, having the same Interest
Period made by each Yen Lender (other than the applicable Yen Non-Qualified Lenders) pursuant to
Section 5.1.




     “Yen Committed Loan” has the meaning specified in Section 5.1, and shall
include any Yen Fronting Loans made in connection with a Yen Committed Borrowing.




     “Yen Committed Loan Notice” means a notice of (a) a Yen Committed Borrowing, (b) a
conversion of Yen Committed Loans from one Type to the other, or (c) a continuation of Eurocurrency
Rate Loans, pursuant to Section 5.3.1, which, if in writing, shall be substantially in the
form of Exhibit A-4.




     “Yen Credit Exposure” means, for any Yen Lender at any time, the aggregate Yen
Outstanding Amount of all Yen Committed Loans (other than Yen Fronting Loans) of such Yen Lender
plus such Yen Lender’s Applicable Tranche Percentage of the Yen Outstanding Amount of all
Yen L/C Obligations plus, as to any Yen Non-Qualified Lenders, the Yen Outstanding Amount
of such Yen Lender’s participation in all applicable Yen Fronting Loans.




     “Yen Credit Extension” means each of the following: (a) a Yen Committed Borrowing and
(b) a Yen L/C Credit Extension.




     “Yen Equivalent” means, at any time, (a) with respect to any amount denominated in
Yen, such amount, and (b) with respect to any amount denominated in any Alternative Currency under
the Yen Tranche, the equivalent amount thereof in Yen as determined by Yen Funding Agent or the
applicable Yen L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (as of
the most recent Revaluation Date) for the purchase of Yen with such Alternative Currency.




     “Yen Existing Letters of Credit” means the letters of credit outstanding on the date
hereof and described on Schedule 2.4(c).




     “Yen Fronting Loan” has the meaning specified in Section 5.2.1.




     “Yen Funding Agent” means SMBC, in its capacity as Yen funding agent under the Loan
Documents, or any successor in such capacity.



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     “Yen Funding Agent’s Office” means, with respect to the Yen Tranche, Yen Funding
Agent’s Office address and, as appropriate, account as set forth on Schedule 16.2 with
respect to the Yen Tranche, or (subject to Section 16.2.5) such other address or account
with respect to the Yen Tranche as Yen Funding Agent may from time to time notify to ProLogis,
Global Administrative Agent, the other Funding Agents, and Yen Lenders.




     “Yen L/C Borrowing” means an extension of credit resulting from a drawing under any
Yen Letter of Credit which has not been reimbursed on the date when made or refinanced as a Yen
Committed Borrowing. All Yen L/C Borrowings shall be denominated in Yen.




     “Yen L/C Credit Extension” means, with respect to any Yen Letter of Credit, the
issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.




     “Yen L/C Issuers” means SMBC, in its individual capacity as a bank issuing Letters of
Credit hereunder, and any other Yen Lender, in its individual capacity, approved by Global
Administrative Agent and Yen Funding Agent to issue Yen Letters of Credit hereunder, including each
issuer of a Yen Existing Letter of Credit; and “Yen L/C Issuer” means any one of Yen L/C
Issuers.




     “Yen L/C Obligations” means, as at any date of determination, the aggregate amount
available to be drawn under all outstanding Yen Letters of Credit plus the aggregate of all
Yen Unreimbursed Amounts, including all Yen L/C Borrowings.




     “Yen Lender” means (a) prior to the Initial Maturity Date, (i) each Lender listed on
Schedule 2.1-1(d) and (ii) any Person that becomes a Yen Lender with an Initial Commitment
pursuant to Section 8.13, and (b) on and after the Initial Maturity Date, (i) any Lender
that has an Extended Commitment which consists in whole or in part of a Yen Commitment, and (ii)
any Person that becomes a Yen Lender pursuant to Section 8.13; in each case, including such
Person’s successors and permitted assigns; provided that such Person and its permitted
successors or assigns in each case is an institution from which a TMK may, pursuant to the Laws of
Japan, borrow money.




     “Yen Letter of Credit” means any standby letter of credit issued under the Yen Tranche
(including the Yen Existing Letters of Credit). Yen Letters of Credit may only be issued in Yen.




     “Yen Letter of Credit Sublimit” means an amount equal to the lesser of (a)
¥10,000,000,000 and (b) the Yen Aggregate Commitments. The Yen Letter of Credit Sublimit is part
of, and not in addition to, the Yen Aggregate Commitments.




     “Yen Non-Qualified Lender” means a Yen Lender that is not a Yen Qualified Lender.




     “Yen Outstanding Amount” means: (a) with respect to Yen Committed Loans (other than
Yen Fronting Loans), the aggregate outstanding Yen Equivalent principal amount thereof after giving
effect to any borrowings and repayments of Yen Committed Loans; (b) with respect to Yen Fronting
Loans, the aggregate outstanding Yen Equivalent principal amount thereof after giving effect to any
borrowings and repayments of Yen Fronting Loans; and (c) with respect to any Yen L/C Obligations,
the aggregate outstanding Yen Equivalent principal amount thereof after giving effect to any Yen
L/C Credit Extension occurring on such date and any other change



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in the outstanding amount of the Yen L/C Obligations on such date, including as a result of
any reimbursement by any Yen Borrower of Yen Unreimbursed Amounts.




     “Yen Qualified Lender” means, as of any date of determination, a Yen Lender that (a)
has committed hereunder to make Yen Committed Loans in the applicable currency requested by a Yen
Borrower to be funded under the Yen Tranche, and (b) is capable of making the requested Yen
Committed Loans to the applicable Foreign Borrower requesting such Yen Committed Loan without the
imposition of any withholding taxes.




     “Yen Required Lenders” means, as of any date of determination, Yen Lenders having more
than fifty percent (50%) of the Yen Aggregate Commitments or, if the Yen Aggregate Commitments have
terminated, Yen Lenders holding in the aggregate more than fifty percent (50%) of the Yen Total
Outstandings (with the aggregate amount of each Yen Lender’s risk participation and funded
participation in Yen L/C Obligations and Yen Fronting Loans being deemed “held” by such Yen Lender
for purposes of this definition); provided that the Yen Commitment of, and the portion of
the Yen Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for
purposes of making a determination of Yen Required Lenders.




     “Yen Total Outstandings” means the aggregate Yen Outstanding Amount of all Yen
Committed Loans (including all Yen Fronting Loans) and all Yen L/C Obligations.




     “Yen Tranche” means the Yen credit facility as described in Article V hereof.




     “Yen Unreimbursed Amount” means any unreimbursed amounts under Section 7.3
with respect to a Yen Letter of Credit.



     1.2 Other Interpretive Provisions. With reference to this Agreement and each other Loan
Document, unless otherwise specified herein or in such other Loan Document:




     (a) The definitions of terms herein shall apply equally to the singular and
plural forms of the terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms. The words
“include,” “includes” and “including” shall be deemed to be
followed by the phrase “without limitation.” The word “will” shall be
construed to have the same meaning and effect as the word “shall.” Unless
the context requires otherwise, (i) any definition of or reference to any agreement,
instrument or other document (including any Organization Document) shall be
construed as referring to such agreement, instrument or other document as from time
to time amended, supplemented or otherwise modified (subject to any restrictions on
such amendments, supplements or modifications set forth herein or in any other Loan
Document), (ii) any reference herein to any Person shall be construed to include
such Person’s successors and assigns, (iii) the words “herein,”
“hereof” and “hereunder,” and words of similar import when used in
any Loan Document, shall be construed to refer to such Loan Document in its entirety
and not to any particular provision thereof, (iv) all references in a Loan Document
to Articles, Sections, Exhibits and Schedules shall be construed to refer to
Articles and



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Sections of, and Exhibits and Schedules to, the Loan Document in which such
references appear, (v) any reference to any law shall include all statutory and
regulatory provisions consolidating, amending, replacing or interpreting such law
and any reference to any law or regulation shall, unless otherwise specified, refer
to such law or regulation as amended, modified or supplemented from time to time,
and (vi) the words “asset” and “property” shall be construed to have
the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and contract rights.




     (b) In the computation of periods of time from a specified date to a later
specified date, the word “from” means “from and including;” the
words “to” and “until” each mean “to but excluding;” and the
word “through” means “to and including.”




     (c) Section headings herein and in the other Loan Documents are included for
convenience of reference only and shall not affect the interpretation of this
Agreement or any other Loan Document.



     1.3 Accounting Terms.




     1.3.1 Generally. All accounting and financial terms not specifically or
completely defined herein shall be construed in conformity with, and all financial data
(including financial ratios and other financial calculations) required to be submitted
pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent
basis, as in effect from time to time, applied in a manner consistent with that used in
preparing the Audited Financial Statements, except as otherwise specifically prescribed
herein.




     1.3.2 Changes in GAAP. If at any time any change in GAAP would affect the
computation of any financial ratio or requirement set forth in any Loan Document, and either
ProLogis or the Required Lenders shall so request, Global Administrative Agent, Lenders and
ProLogis shall negotiate in good faith to amend such ratio or requirement to preserve the
original intent thereof in light of such change in GAAP (subject to the approval of the
Required Lenders); provided that, until so amended, (a) such ratio or requirement
shall continue to be computed in accordance with GAAP prior to such change therein and
(b) ProLogis shall provide to Global Administrative Agent and each Lender financial statements
and other documents required under this Agreement or as reasonably requested hereunder setting
forth a reconciliation between calculations of such ratio or requirement made before and after
giving effect to such change in GAAP.




     1.3.3 Consolidation of Variable Interest Entities. All references herein to
consolidated financial statements of the Companies or to the determination of any amount for
the Companies on a consolidated basis or any similar reference shall, in each case, be deemed
to include each variable interest entity that ProLogis is required to consolidate pursuant to
FASB Interpretation No. 46 — Consolidation of Variable Interest Entities: an interpretation of
ARB No. 51 (January 2003) as if such variable interest entity were a Consolidated Subsidiary
as defined herein. Notwithstanding the foregoing or any other provision of this Agreement or
any other Loan Document, Parkridge Holdings Limited



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(“Parkridge”) shall not be deemed to be a Consolidated Subsidiary for any purpose
so long as ProLogis does not own, directly or indirectly, more than fifty percent (50%) of the
Equity Interests in Parkridge.




     1.3.4 Property Funds. Notwithstanding the foregoing, in the event of a change in
GAAP resulting in Property Funds being treated as Consolidated Subsidiaries under GAAP, such
Property Funds shall continue to be considered Unconsolidated Affiliates.



     1.4 Exchange Rates; Currency Equivalents.




     (a) Global Administrative Agent, the applicable Funding Agent, or the
applicable L/C Issuer, as applicable, shall determine the Spot Rates as of each
Revaluation Date to be used for calculating the Dollar Equivalent amount, the Euro
Equivalent amount, and the Yen Equivalent amount of Credit Extensions and any Credit
Extensions denominated in the Alternative Currency of each applicable Tranche. Such
Spot Rates shall become effective as of such Revaluation Date and shall be the Spot
Rates employed in converting any amounts between the applicable currencies until the
next Revaluation Date.




     (b) Wherever in this Agreement in connection with a Committed Borrowing,
conversion, continuation or prepayment of a Eurocurrency Rate Loan or BA Rate Loan,
or the issuance, amendment or extension of a Letter of Credit, or a Swing Line Loan,
an amount (such as a required minimum or multiple amount) is expressed in a Primary
Currency of the applicable Tranche, but such Committed Borrowing, Eurocurrency Rate
Loan, BA Rate Loan, Letter of Credit, or Swing Line Loan is denominated in an
Alternative Currency, such amount shall be the relevant Foreign Currency Equivalent
of such Primary Currency amount (rounded to the nearest unit of such Foreign
Currency, with 0.0001 of a unit being rounded upward), as determined by the
applicable Funding Agent on the applicable Revaluation Date under and in accordance
with the provisions of this Agreement.



     1.5 Change of Currency.




     (a) Each obligation of Borrowers to make a payment denominated in the national
currency unit of any member state of the European Union that adopts the Euro as its
lawful currency after the date hereof shall be redenominated into Euro at the time
of such adoption (in accordance with the EMU Legislation). If, in relation to the
currency of any such member state, the basis of accrual of interest expressed in
this Agreement in respect of that currency shall be inconsistent with any convention
or practice in the London interbank market for the basis of accrual of interest in
respect of the Euro, such expressed basis shall be replaced by such convention or
practice with effect from the date on which such member state adopts the Euro as its
lawful currency; provided that if any Committed Borrowing in the currency of
such member state is outstanding immediately prior to such date, such replacement
shall take effect, with respect to such Committed Borrowing, at the end of the then
current Interest Period.



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     (b) Each provision of this Agreement shall be subject to such reasonable
changes of construction as Global Administrative Agent (in consultation with any
other relevant Agent and, to the extent a Default does not exist, ProLogis) may from
time to time specify to be appropriate to reflect the adoption of the Euro by any
member state of the European Union and any relevant market conventions or practices
relating to the Euro.




     (c) Each provision of this Agreement also shall be subject to such reasonable
changes of construction as Global Administrative Agent (in consultation with any
other relevant Agent and, to the extent a Default does not exist, ProLogis) may from
time to time specify to be appropriate to reflect a change in currency of any other
country and any relevant market conventions or practices relating to such change in
currency.



     1.6 Times of Day. Unless otherwise specified, all references herein to times of day shall be
references to United States Central time (daylight or standard, as applicable).



     1.7 Determination of Letter of Credit Amounts and Whether a Letter of Credit is Outstanding.




     (a) Unless otherwise specified herein, the amount of a Letter of Credit at any
time shall be deemed to be the Dollar Equivalent for the U.S. Tranche of the stated
amount of such U.S. Letter of Credit in effect at such time; the Euro Equivalent for
the Euro Tranche of the stated amount of such Euro Letter of Credit in effect at
such time; the amount of the Canadian Dollars of such Canadian Letter of Credit in
effect at such time, and the Yen Equivalent for the Yen Tranche of the stated amount
of such Yen Letter of Credit in effect at such time; provided that with
respect to any Letter of Credit that, by its terms or the terms of any Issuer
Document related thereto, provides for one or more automatic increases in the stated
amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar
Equivalent for the U.S. Tranche, the amount of Canadian Dollars for the Canadian
Tranche, the Euro Equivalent for the Euro Tranche; and the Yen Equivalent for the
Yen Tranche of the maximum stated amount of such Letter of Credit after giving
effect to all such increases, whether or not such maximum stated amount is in effect
at such time.




     (b) For all purposes of this Agreement, if on any date of determination a
Letter of Credit has expired by its terms but any amount may still be drawn
thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit
shall be deemed to be “outstanding” in the amount so remaining available to be
drawn.



ARTICLE II

U.S. COMMITMENTS AND U.S. CREDIT EXTENSIONS




     2.1 U.S. Committed Loans. Subject to the terms and conditions set forth herein, each U.S.
Lender severally agrees to make loans (each such loan, a “U.S. Committed Loan”) to each
U.S.



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Borrower in Dollars or in one or more Alternative Currencies of the U.S. Tranche, subject to
Section 2.2, from time to time, on any Business Day during the Initial Availability Period
with respect to such U.S. Lender’s Initial Commitment, and during the Extended Availability Period
with respect to such U.S. Lender’s Extended Commitment, as applicable, under the U.S. Tranche, in
an aggregate amount not to exceed at any time outstanding the amount of such U.S. Lender’s U.S.
Commitment; provided that after giving effect to any U.S. Committed Borrowing, (a) the U.S.
Total Outstandings shall not exceed the U.S. Aggregate Commitments, and (b) the U.S. Credit
Exposure of any U.S. Lender shall not exceed such U.S. Lender’s U.S. Commitment. Within the limits
of each U.S. Lender’s U.S. Commitment, U.S. Borrowers may borrow under this Section 2.1,
prepay under Section 2.6, and reborrow under this Section 2.1. U.S. Committed
Loans denominated in Dollars may be Base Rate Loans or Eurocurrency Rate Loans, and U.S. Committed
Loans denominated in any Alternative Currency may be Eurocurrency Rate Loans, as further provided
herein.




     2.2 U.S. Fronting Loans.




     2.2.1 U.S. Fronting Loans. Subject to the terms and conditions set forth in this
Section 2.2, upon a request for a U.S. Committed Borrowing in an Alternative Currency
or to a Foreign Borrower in compliance with Section 2.1, each Fronting Lender agrees,
subject to the limitations set forth below, to fund its Fronting Portion of such U.S.
Committed Borrowing in the requested currency on behalf of each applicable U.S. Non-Qualified
Lender with respect to such U.S. Committed Borrowing and in the amount of each such U.S.
Non-Qualified Lender’s Applicable Tranche Percentage for such U.S. Committed Loan (each a
“U.S. Fronting Loan”), notwithstanding the fact that such U.S. Fronting Loan, when
aggregated with the U.S. Credit Exposure of such Fronting Lender, may exceed the amount of
such Fronting Lender’s U.S. Commitment; provided that (a) after giving effect to any
U.S. Fronting Loan, the aggregate Dollar Equivalent amount of all Fronting Loans funded by
such Fronting Lender shall not exceed the Fronting Commitment of such Fronting Lender, and (b)
such Fronting Lender shall not be a U.S. Non-Qualified Lender for purposes of such U.S.
Fronting Loan. Immediately upon the making of a U.S. Fronting Loan on behalf of a U.S.
Non-Qualified Lender, such U.S. Non-Qualified Lender shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from such Fronting Lender a risk
participation in one hundred percent (100%) of such U.S. Fronting Loan. The purchase of such
risk participation in each U.S. Fronting Loan by such U.S. Non-Qualified Lender shall satisfy
such U.S. Non-Qualified Lender’s funding requirements under Section 2.1.
Notwithstanding any other provision herein, no more than five (5) Credit Extensions that
utilize U.S. Fronting Loans shall be made during any calendar month.




     2.2.2 Election of Fronting Lenders. (a) Upon a request for a U.S. Committed
Borrowing in accordance with Section 2.3 in an Alternative Currency, or to a TMK, with
respect to which there are U.S. Non-Qualified Lenders, there shall be a Fronting Lender
Election. If the Fronting Lenders based on the limitations set forth in the proviso to the
first sentence of Section 2.2.1 are unable to fund the entire requested U.S. Fronting
Loan in such Alternative Currency or to such TMK, then the applicable U.S. Borrower may
decrease the amount of the requested U.S. Committed Borrowing within one (1) Business Day
after notice by U.S. Funding Agent of such limitation. If such U.S. Borrower does not reduce
its request for a U.S. Committed Borrowing to an amount equal to or less than the



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available Fronting Commitment subject to the limitation set forth in the proviso to the
first sentence in Section 2.2.1, then the requested U.S. Committed Loan shall not be
made by U.S. Lenders.




(b) Upon a request for a U.S. Committed Borrowing in accordance with
Section 2.3 (other than in an Alternative Currency) to a Foreign Borrower
(other than with respect to a TMK as set forth in paragraph (a) above) with
respect to which there are U.S. Non-Qualified Lenders, there shall be a Fronting
Lender Election. If there are no available Fronting Lenders based on the
limitations set forth in the proviso to the first sentence of Section 2.2.1
to fund the entire requested U.S. Fronting Loan to such Foreign Borrower, then the
applicable U.S. Borrower may decrease the amount of the requested U.S. Committed
Borrowing within one (1) Business Day after notice by U.S. Funding Agent of such
limitation. If such U.S. Borrower does not reduce its request for a U.S. Committed
Borrowing to an amount equal to or less than the available Fronting Commitment
subject to the limitation set forth in the proviso to the first sentence in
Section 2.2.1, then (x) the requested U.S. Committed Loan shall be deemed to
be reduced to the available Fronting Commitments and (y) the applicable U.S.
Borrower shall be deemed to have requested an additional U.S. Committed Loan in the
amount of the excess of the requested U.S. Committed Loan over the available
Fronting Commitments which shall be made by U.S. Lenders without the utilization of
any Fronting Loans.




     2.2.3 Refinancing of the U.S. Fronting Loans.




(a) (i) On the Trigger Date, U.S. Funding Agent shall notify each U.S.
Non-Qualified Lender of its obligation to fund its participation in each
applicable U.S. Fronting Loan. Each applicable U.S. Non-Qualified Lender
shall make the amount of its participation in each applicable U.S. Fronting
Loan specified in such notice available to U.S. Funding Agent in Same Day
Funds for the account of the applicable Fronting Lender at U.S. Funding
Agent’s Office for payments in the same currency as the applicable U.S.
Fronting Loan not later than 1:00 p.m. on the Business Day specified in such
notice.




         (ii) To the extent that a U.S. Non-Qualified Lender that has a risk
participation in a U.S. Fronting Loan assigns all or part of its interest in
such risk participation under Section 16.6 to a U.S. Qualified
Lender for purposes of such U.S. Fronting Loan, then such U.S. Qualified
Lender shall make the amount of its assigned participation in such U.S.
Fronting Loan available to U.S. Funding Agent in Same Day Funds for the
account of the applicable Fronting Lender at U.S. Funding Agent’s Office for
payments in the same currency as the applicable U.S. Fronting Loan not later
than 1:00 p.m. on the third (3rd) Business Day following the
effective date of the assignment.



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     (b) If any applicable U.S. Lender fails to make available to any Fronting
Lender any amount required to be paid by such U.S. Lender pursuant to the foregoing
provisions of this Section 2.2.3 by the time specified in
Section 2.2.3(a), such Fronting Lender shall be entitled to recover from
such U.S. Lender (acting through U.S. Funding Agent), on demand, such amount in the
same currency as the applicable U.S. Fronting Loan with interest thereon for the
period from the date such payment is required to the date on which such payment is
immediately available to such Fronting Lender at a rate per annum equal to the
applicable Overnight Rate from time to time in effect. A certificate of a Fronting
Lender submitted to any applicable U.S. Lender (through U.S. Funding Agent) with
respect to any amount owing under this clause (b) shall be conclusive absent
manifest error.




     (c) Each applicable U.S. Lender’s obligation to purchase and fund risk
participations in U.S. Fronting Loans pursuant to this Section 2.2.3 shall
be absolute and unconditional and shall not be affected by any circumstance,
including (i) any setoff, counterclaim, recoupment, defense or other right which
such U.S. Lender may have against the applicable Fronting Lender, any U.S. Borrower
or any other Person for any reason whatsoever, (ii) the occurrence or continuance of
a Default, or (iii) any other occurrence, event or condition, whether or not similar
to any of the foregoing. No such funding of risk participations shall relieve or
otherwise impair the obligation of any U.S. Borrower to repay any Fronting Lender,
together with interest as provided herein.




     (d) At any time after any U.S. Lender has purchased and funded a risk
participation in a U.S. Fronting Loan, if the applicable Fronting Lender receives
any payment on account of such U.S. Fronting Loan, such Fronting Lender will
distribute to such U.S. Lender such payment (appropriately adjusted, in the case of
interest payments, to reflect the period of time during which such U.S. Lender’s
participation was funded) in the same funds and currency as those received by such
Fronting Lender.




     (e) If any payment received by any Fronting Lender (and paid to a U.S. Lender)
in respect of principal or interest on any U.S. Fronting Loan is required to be
returned by such Fronting Lender under any of the circumstances described in
Section 16.5 (including pursuant to any settlement entered into by such
Fronting Lender in its direction), such U.S. Lender shall pay to such Fronting
Lender in the applicable currency of such Fronting Loan the amount of such payment
in respect of such U.S. Fronting Loan on demand of U.S. Funding Agent, plus
interest thereon from the date of such demand to the date such amount is returned,
at a rate per annum equal to the applicable Overnight Rate. U.S. Funding Agent will
make such demand upon the request of the applicable Fronting Lender. The
obligations of the applicable U.S. Lenders under this clause shall survive the
payment in full of the Obligations and the termination of this Agreement.



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     2.2.4 Payments for Account of the applicable Fronting Lender. Notwithstanding
any other provision of this Agreement, until the applicable U.S. Lender funds its risk
participation pursuant to this Section 2.2 to refinance such U.S. Lender’s applicable
U.S. Fronting Loan, all payments made hereunder in respect of the portion of any U.S.
Committed Loans that was funded in part by a Fronting Lender on behalf of such U.S. Lender
shall be solely for the account of the applicable Fronting Lender.




     2.2.5 Defaulting Lender. Notwithstanding the foregoing, no Fronting Lender shall
be required to make a U.S. Fronting Loan on behalf of a U.S. Non-Qualified Lender that is a
Defaulting Lender at the time of the receipt by U.S. Funding Agent of the applicable U.S.
Committed Loan Notice. In addition, to the extent (a) a U.S. Fronting Loan is outstanding,
(b) a U.S. Non-Qualified Lender becomes a Defaulting Lender, and (c) the applicable Fronting
Lender makes a demand for repayment to the applicable U.S. Borrower, then such U.S. Borrower
shall repay such U.S. Fronting Loan (i) on or before the earlier of (A) thirty (30) days
following receipt of such demand or (B) the fifth (5th) day following the last day
of the applicable Interest Period ending after receipt of such demand, or (ii) if no Interest
Period is in effect with respect to such U.S. Fronting Loan, within ten (10) days following
receipt of such demand. If any such U.S. Fronting Loan is not repaid in full on the last day
of an Interest Period (if applicable or required under clause (i)(B) above), subject
to Section 8.4.2, such U.S. Fronting Loan shall bear interest at the Money Market
Rate plus the Applicable Margin until such payment is due hereunder.



     2.3 U.S. Committed Borrowings, Conversions and Continuations of U.S. Committed Loans.




     2.3.1 Procedures for U.S. Committed Borrowings. Each U.S. Committed Borrowing,
each conversion of U.S. Committed Loans from one Type to the other, and each continuation of
Eurocurrency Rate Loans shall be made upon the requesting U.S. Borrower’s irrevocable notice
to U.S. Funding Agent, which may be given by telephone. Each such notice must be received by
U.S. Funding Agent not later than 11:00 a.m. (a) three (3) Business Days (five (5) Business
Days in the case of a Foreign Borrower) prior to the requested date of any U.S. Committed
Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in Dollars,
(b) four (4) Business Days (five (5) Business Days in the case of a Foreign Borrower) prior to
the requested date of any U.S. Committed Borrowing denominated in any Alternative Currency of
the U.S. Tranche or any continuation or conversion of Eurocurrency Rate Loans denominated in
any Alternative Currency of the U.S. Tranche, and (c) one (1) Business Day (five (5) Business
Days in the case of a Foreign Borrower) prior to the requested date of any U.S. Committed
Borrowing of Base Rate Committed Loans or of any conversion of Eurocurrency Rate Loans
denominated in Dollars to Base Rate Committed Loans. Each telephonic notice by the requesting
U.S. Borrower pursuant to this Section 2.3.1 must be confirmed promptly by delivery to
U.S. Funding Agent of a written U.S. Committed Loan Notice, appropriately completed and signed
by a Responsible Officer of such U.S. Borrower. Each U.S. Committed Borrowing of, conversion
to or continuation of Eurocurrency Rate Loans shall be in a principal amount permitted by
Section 8.1.1. Except as provided in Sections 7.3 and 2.5.3, each
U.S. Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal
amount permitted by Section 8.1.1. Each U.S. Committed



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Loan Notice (whether telephonic or written) shall specify (i) the jurisdiction of the
applicable U.S. Borrower and whether such Borrower is a Foreign Borrower, (ii) whether such
U.S. Borrower is requesting a U.S. Committed Borrowing, a conversion of U.S. Committed Loans
from one Type to the other, or a continuation of Eurocurrency Rate Loans, (iii) the requested
date of the U.S. Committed Borrowing, conversion or continuation, as the case may be (which
shall be a Business Day), (iv) the principal amount of U.S. Committed Loans to be borrowed,
converted or continued, (v) the Type of U.S. Committed Loans to be borrowed or to which
existing U.S. Committed Loans are to be converted, (vi) if applicable, the duration of the
Interest Period with respect thereto, and (vii) the currency of the U.S. Committed Loans to be
borrowed or continued. If the requesting U.S. Borrower fails to specify a currency in a U.S.
Committed Loan Notice requesting a U.S. Committed Borrowing, then the U.S. Committed Loans so
requested shall be made in Dollars. If the requesting U.S. Borrower fails to specify a Type
of U.S. Committed Loan in a U.S. Committed Loan Notice or if the requesting U.S. Borrower
fails to give a timely notice requesting a continuation, then the applicable U.S. Committed
Loans shall be made as, or converted to, Base Rate Loans; provided that in the case of
a failure to timely request a continuation of U.S. Committed Loans denominated in an
Alternative Currency of the U.S. Tranche, such U.S. Committed Loans shall be continued as
Eurocurrency Rate Loans in their original currency with an Interest Period of one (1) month.
Any automatic conversion to Base Rate Loans shall be effective as of the last day of the
Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the
requesting U.S. Borrower requests a U.S. Committed Borrowing of, conversion to, or
continuation of Eurocurrency Rate Loans in any such U.S. Committed Loan Notice, but fails to
specify an Interest Period, it will be deemed to have specified an Interest Period of one (1)
month. No U.S. Committed Loan may be converted into or continued as a U.S. Committed Loan
denominated in a different currency, but instead must be repaid in the original currency of
such U.S. Committed Loan and reborrowed in the other currency.




     2.3.2 Funding of U.S. Committed Loans. Following receipt of a U.S. Committed
Loan Notice, U.S. Funding Agent shall promptly notify each U.S. Lender of the amount and
currency of its Applicable Tranche Percentage of the applicable U.S. Committed Borrowing, and
if no timely notice of a conversion or continuation is provided by the applicable U.S.
Borrower, U.S. Funding Agent shall notify each U.S. Lender of the details of any automatic
conversion to Base Rate Loans, or continuation of U.S. Committed Loans denominated in a
currency other than Dollars, in each case as described in Section 2.3.1. In the case
of a U.S. Committed Borrowing, each U.S. Qualified Lender and the applicable Fronting Lender,
if any, shall make the amount of its U.S. Committed Loan available to U.S. Funding Agent in
Same Day Funds at U.S. Funding Agent’s Office for the applicable currency not later than 1:00
p.m., in the case of any U.S. Committed Loan denominated in Dollars, and not later than the
Applicable Time specified by U.S. Funding Agent in the case of any U.S. Committed Loan in an
Alternative Currency under the U.S. Tranche, in each case on the Business Day specified in the
applicable U.S. Committed Loan Notice. Upon satisfaction of the applicable conditions set
forth in Section 10.2 (and, if such U.S. Committed Borrowing is the initial Credit
Extension, Section 10.1), U.S. Funding Agent shall make all funds so received
available to the applicable U.S. Borrower in like funds as received by U.S. Funding Agent
either by (a) crediting the account of such U.S. Borrower on the books of U.S. Funding Agent
with the amount of such funds or (b) wire transfer of



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such funds, in each case in accordance with instructions provided to (and reasonably
acceptable to) U.S. Funding Agent by such U.S. Borrower; provided that if, on the date
the U.S. Committed Loan Notice with respect to such U.S. Committed Borrowing denominated in
Dollars is given by such U.S. Borrower, such U.S. Borrower has outstanding U.S. L/C
Borrowings, then the proceeds of such U.S. Committed Borrowing, first, shall be
applied to the payment in full of such U.S. L/C Borrowings, and, second, shall be made
available to the applicable U.S. Borrower as provided above.




     2.3.3 Certain Continuations and Conversions. Except as otherwise provided
herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an
Interest Period for such Eurocurrency Rate Loan. During the existence of a Default, the U.S.
Required Lenders may, at their option, by notice to the U.S. Borrowers (which notice may be
revoked at the option of the U.S. Required Lenders notwithstanding any provision of
Section 16.1) declare that (a) no U.S. Loans denominated in Dollars may be requested
as, converted to or continued as Eurocurrency Rate Loans, and (b) no U.S. Loans denominated in
an Alternative Currency may be requested or continued as Eurocurrency Rate Loans, other than
as Eurocurrency Rate Loan with an Interest Period of one (1) month.




     2.3.4 Notice of Rates. U.S. Funding Agent shall promptly notify the applicable
U.S. Borrower and U.S. Lenders of the interest rate applicable to any Interest Period for
Eurocurrency Rate Loans upon determination of such interest rate. At any time that Base Rate
Loans are outstanding, U.S. Funding Agent shall notify the applicable U.S. Borrower and U.S.
Lenders of any change in U.S. Funding Agent’s “prime rate” used in determining the Base Rate
promptly following the public announcement of such change.




     2.3.5 Number of Interest Periods. After giving effect to all U.S. Committed
Borrowings, all conversions of U.S. Committed Loans from one Type to the other, and all
continuations of U.S. Committed Loans as the same Type, there shall not be more than twelve
(12) Interest Periods in effect with respect to U.S. Committed Loans.



     2.4 U.S. Letters of Credit. Subject to the terms and conditions set forth herein, (a) each
U.S. L/C Issuer agrees, in reliance upon the agreements of U.S. Lenders set forth in this
Section 2.4 and Article VII, (i) from time to time on any Business Day during the
Extended Availability Period, to issue U.S. Letters of Credit denominated in Dollars for the
account of any U.S. Borrower or any Eligible Affiliate, and to amend or extend U.S. Letters of
Credit previously issued by it, in accordance with Section 7.2, and (ii) to honor drawings
under the applicable U.S. Letters of Credit; and (b) U.S. Lenders severally agree to participate in
U.S. Letters of Credit issued for the account of any U.S. Borrower or any Eligible Affiliates and
any drawings thereunder; provided that after giving effect to any U.S. L/C Credit Extension
with respect to any U.S. Letter of Credit, (x) the U.S. Total Outstandings shall not exceed the
U.S. Aggregate Commitments, (y) the U.S. Credit Exposure of any U.S. Lender shall not exceed such
U.S. Lender’s U.S. Commitment, and (z) the U.S. Outstanding Amount of the U.S. L/C Obligations
shall not exceed the U.S. Letter of Credit Sublimit. Within the foregoing limits, any U.S.
Borrower’s ability to obtain U.S. Letters of Credit shall be fully revolving, and accordingly each
U.S. Borrower may, during the foregoing period, obtain U.S. Letters of Credit to replace U.S.
Letters of Credit that have expired or that have been drawn upon and reimbursed. All U.S. Existing
Letters of Credit that were originally issued for the account of a



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Person that is not a U.S. Borrower shall, immediately upon the effectiveness hereof, be deemed
to have been issued pursuant hereto for the account of the applicable U.S. Borrower identified as
the “Account Obligor” on Schedule 2.4(a) (which U.S. Borrower hereby assumes all U.S. L/C
Obligations with respect to such U.S. Existing Letter of Credit), and from and after the Closing
Date shall be subject to and governed by the terms and conditions hereof. On and after the Initial
Maturity Date, each outstanding Canadian Letter of Credit shall be deemed to have been issued under
the U.S. Tranche to the extent provided in Section 3.5.



     2.5 U.S. Swing Line Loans.




     2.5.1 The U.S. Swing Line. Subject to the terms and conditions set forth herein,
U.S. Swing Line Lender agrees, in reliance upon the agreements of the other U.S. Lenders set
forth in this Section 2.5, to make loans in Dollars (each such loan, a “U.S. Swing
Line Loan”) to any Domestic Borrower under the U.S. Tranche from time to time on any
Business Day during the Extended Availability Period in an aggregate amount not to exceed at
any time outstanding the amount of the U.S. Swing Line Sublimit, notwithstanding the fact that
such U.S. Swing Line Loans, when aggregated with the Applicable Tranche Percentage of the U.S.
Outstanding Amount of U.S. Committed Loans and U.S. L/C Obligations of the U.S. Lender acting
as U.S. Swing Line Lender, may exceed the amount of such U.S. Lender’s U.S. Commitment;
provided that after giving effect to any U.S. Swing Line Loan, (a) the U.S. Total
Outstandings shall not exceed the U.S. Aggregate Commitments and (b) the U.S. Credit Exposure
of any U.S. Lender shall not exceed such U.S. Lender’s U.S. Commitment, and provided,
further, that no U.S. Borrower shall use the proceeds of any U.S. Swing Line Loan to
refinance any other outstanding U.S. Swing Line Loan. Within the foregoing limits, each
Domestic Borrower may borrow under this Section 2.5, prepay under Section 2.6,
and reborrow under this Section 2.5. Each U.S. Swing Line Loan shall be a Money
Market Rate Loan. Immediately upon the making of a U.S. Swing Line Loan, each U.S. Lender
shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from U.S.
Swing Line Lender a risk participation in such U.S. Swing Line Loan in an amount equal to the
product of such U.S. Lender’s Applicable Tranche Percentage times the amount of such
U.S. Swing Line Loan. Notwithstanding the foregoing, (i) no U.S. Swing Line Loan shall be
made to any Foreign Borrower under the U.S. Tranche, and (ii) U.S. Swing Line Lender shall
have no obligation to make any U.S. Swing Line Loan if any U.S. Lender has failed to fund any
amount required under Section 2.5.3, unless such failure has been cured, or is at the
time of making any U.S. Swing Line Loan a Defaulting Lender, unless U.S. Swing Line Lender has
entered into arrangements satisfactory to U.S. Swing Line Lender, in its sole discretion, with
the applicable Borrower or such U.S. Lender to eliminate U.S. Swing Line Lender’s risk with
respect to such U.S. Lender.




     2.5.2 Borrowing Procedures. Each U.S. Swing Line Borrowing shall be made upon
the requesting U.S. Borrower’s irrevocable notice to U.S. Swing Line Lender and U.S. Funding
Agent, which may be given by telephone. Each such notice must be received by U.S. Swing Line
Lender and U.S. Funding Agent not later than 1:00 p.m. on the requested borrowing date, and
shall specify (a) the amount to be borrowed, which shall be a minimum of $500,000, and (b) the
requested borrowing date, which shall be a Business Day. Each such telephonic notice must be
confirmed promptly by delivery to U.S. Swing



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Line Lender and U.S. Funding Agent of a written U.S. Swing Line Loan Notice,
appropriately completed and signed by a Responsible Officer of the requesting U.S. Borrower.
Promptly after receipt by U.S. Swing Line Lender of any telephonic U.S. Swing Line Loan
Notice, U.S. Swing Line Lender will confirm with U.S. Funding Agent (by telephone or in
writing) that it has also received such U.S. Swing Line Loan Notice and, if not, U.S. Swing
Line Lender will notify U.S. Funding Agent (by telephone or in writing) of the contents
thereof. Unless U.S. Swing Line Lender has received notice (by telephone or in writing) from
Global Administrative Agent, U.S. Funding Agent (including at the request of any U.S. Lender)
or any Credit Party prior to 2:00 p.m. on the date of the proposed U.S. Swing Line Borrowing
(i) directing U.S. Swing Line Lender not to make such U.S. Swing Line Loan as a result of the
limitations set forth in the proviso to the first sentence of Section 2.5.1, or (ii)
that one or more of the applicable conditions specified in Article X is not then
satisfied, then, subject to the terms and conditions hereof, U.S. Swing Line Lender will, not
later than 3:00 p.m. on the borrowing date specified in such U.S. Swing Line Loan Notice, make
the amount of its U.S. Swing Line Loan available to the requesting U.S. Borrower.




   2.5.3 Refinancing of U.S. Swing Line Loans.




     (a) U.S. Swing Line Lender at any time in its sole and absolute discretion may
request, on behalf of the applicable U.S. Borrower (which hereby irrevocably
authorizes U.S. Swing Line Lender to so request on its behalf), that each U.S.
Lender make a Base Rate Committed Loan in an amount equal to such U.S. Lender’s
Applicable Tranche Percentage of the amount of the U.S. Swing Line Loans then
outstanding. Such request shall be made in writing (which written request shall be
deemed to be a U.S. Committed Loan Notice for purposes hereof) and in accordance
with the requirements of Section 2.3, without regard to the minimum and
multiples specified therein for the principal amount of Base Rate Committed Loans,
but subject to the unutilized portion of the U.S. Aggregate Commitments and the
conditions set forth in Section 10.2. U.S. Swing Line Lender shall furnish
such U.S. Borrower with a copy of the applicable U.S. Committed Loan Notice promptly
after delivering such notice to U.S. Funding Agent. Each U.S. Lender shall make an
amount equal to its Applicable Tranche Percentage of the amount specified in such
U.S. Committed Loan Notice available to U.S. Funding Agent in Same Day Funds for the
account of U.S. Swing Line Lender at U.S. Funding Agent’s Office for
Dollar-denominated payments not later than 12:00 noon on the day specified in such
U.S. Committed Loan Notice, whereupon, subject to Section 2.5.3(b), each
U.S. Lender that so makes funds available shall be deemed to have made a Base Rate
Committed Loan to such U.S. Borrower in such amount. U.S. Funding Agent shall remit
the funds so received to U.S. Swing Line Lender.




     (b) If for any reason any U.S. Swing Line Loan cannot be refinanced by a U.S.
Committed Borrowing in accordance with Section 2.5.3(a), the request for
Base Rate Committed Loans submitted by U.S. Swing Line Lender as set forth herein
shall be deemed to be a request by U.S. Swing Line Lender that each U.S. Lender fund
its risk participation in the relevant U.S. Swing Line Loan and each



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U.S. Lender’s payment to U.S. Funding Agent for the account of U.S. Swing Line
Lender pursuant to Section 2.5.3(a) shall be deemed payment in respect of
such participation.




     (c) If any U.S. Lender fails to make available to U.S. Funding Agent for the
account of U.S. Swing Line Lender any amount (the “Unfunded U.S. Swing Line
Amount”) required to be paid by such U.S. Lender pursuant to the foregoing
provisions of this Section 2.5.3 by the time specified in
Section 2.5.3(a), (i) U.S. Swing Line Lender shall be entitled to recover
from such U.S. Lender (acting through U.S. Funding Agent), on demand, such amount
with interest thereon for the period from the date such payment is required to the
date on which such payment is immediately available to U.S. Swing Line Lender at a
rate per annum equal to the applicable Overnight Rate from time to time in effect;
and (ii) for the avoidance of doubt, the Unfunded U.S. Swing Line Amount shall
become due and payable on the date specified in Section 8.3(d)(i). A
certificate of U.S. Swing Line Lender submitted to any U.S. Lender (through U.S.
Funding Agent) with respect to any amount owing under this clause (c) shall
be conclusive absent manifest error.




     (d) Each U.S. Lender’s obligation to make U.S. Committed Loans or to purchase
and fund risk participations in U.S. Swing Line Loans pursuant to this
Section 2.5.3 shall be absolute and unconditional and shall not be affected
by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or
other right which any Lender may have against U.S. Swing Line Lender, any U.S.
Borrower or any other Person for any reason whatsoever, (ii) the occurrence or
continuance of a Default, or (iii) any other occurrence, event or condition, whether
or not similar to any of the foregoing; provided that each U.S. Lender’s
obligation to make U.S. Committed Loans pursuant to this Section 2.5.3 is
subject to the conditions set forth in Section 10.2. No such funding of
risk participations shall relieve or otherwise impair the obligation of any U.S.
Borrower to repay U.S. Swing Line Loans, together with interest as provided herein.




   2.5.4 Repayment of Participations.




     (a) At any time after any U.S. Lender has purchased and funded a risk
participation in a U.S. Swing Line Loan, if U.S. Swing Line Lender receives any
payment on account of such U.S. Swing Line Loan, U.S. Swing Line Lender will
distribute to such U.S. Lender its Applicable Tranche Percentage of such payment
(appropriately adjusted, in the case of interest payments, to reflect the period of
time during which such U.S. Lender’s risk participation was funded) in the same
funds as those received by U.S. Swing Line Lender.




     (b) If any payment received by U.S. Swing Line Lender in respect of principal
or interest on any U.S. Swing Line Loan is required to be returned by U.S. Swing
Line Lender under any of the circumstances described in Section 16.5
(including pursuant to any settlement entered into by U.S. Swing Line Lender in its
discretion), each U.S. Lender shall pay to U.S. Swing Line Lender its



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Applicable Tranche Percentage thereof on demand of U.S. Funding Agent,
plus interest thereon from the date of such demand to the date such amount
is returned, at a rate per annum equal to the applicable Overnight Rate. U.S.
Funding Agent will make such demand upon the request of U.S. Swing Line Lender. The
obligations of U.S. Lenders under this clause shall survive the payment in full of
the Obligations and the termination of this Agreement.




   2.5.5 Interest for Account of U.S. Swing Line Lender. U.S. Swing Line Lender
shall be responsible for invoicing the applicable U.S. Borrowers for interest on the U.S.
Swing Line Loans. Until a U.S. Lender funds its Base Rate Committed Loan or risk
participation pursuant to this Section 2.5 to refinance such U.S. Lender’s Applicable
Tranche Percentage of any U.S. Swing Line Loan, interest in respect of such U.S. Lender’s
Applicable Tranche Percentage shall be solely for the account of U.S. Swing Line Lender.




   2.5.6 Payments Directly to U.S. Swing Line Lender. Each U.S. Borrower shall make
all payments of principal and interest in respect of the U.S. Swing Line Loans directly to
U.S. Swing Line Lender.



     2.6 U.S. Prepayments.




     2.6.1 Prepayments of Committed Loans. Each U.S. Borrower may, upon notice to
U.S. Funding Agent, at any time or from time to time voluntarily prepay U.S. Committed Loans
in whole or in part without premium or penalty; provided that (a) such notice must be
received by U.S. Funding Agent, not later than 11:00 a.m. (i) three (3) Business Days prior to
any date of prepayment of Eurocurrency Rate Loans, and (ii) one (1) Business Day prior to any
date of prepayment of any Base Rate Committed Loans; and (b) any prepayment of U.S. Committed
Loans shall be in a principal amount permitted by Section 8.1.2 or, if less, the
entire principal amount thereof then outstanding; provided that if U.S. Lenders have
made any U.S. Committed Loans pursuant to Section 2.5.3 or 7.3.2, then the
applicable U.S. Borrower may make a prepayment in any other amount so long as, after giving
effect thereto, the aggregate principal amount of all Base Rate Committed Borrowings is in the
principal amount of $1,000,000 or a higher integral multiple of $100,000. Each such notice
shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be
prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such
Eurocurrency Rate Loans. U.S. Funding Agent will promptly notify each U.S. Lender and each
Fronting Lender, as applicable, of its receipt of each such notice, and of the amount of such
U.S. Lender’s Applicable Tranche Percentage of such prepayment. If such notice is given by
such U.S. Borrower, then such U.S. Borrower shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the date specified therein. Any
prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the
amount prepaid, together with any additional amount required pursuant to Section 9.5.
Subject to Sections 2.2.4 and 8.8.3, each such prepayment shall be applied to
the U.S. Committed Loans of U.S. Lenders in accordance with their respective Applicable
Tranche Percentages.




     2.6.2 Prepayments of Swing Line Loans. The applicable U.S. Borrower may, upon
notice to U.S. Swing Line Lender (with a copy to U.S. Funding Agent), at any time or



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from time to time, voluntarily prepay any U.S. Swing Line Loans in whole or in part
without premium or penalty; provided that (a) such notice must be received by U.S.
Swing Line Lender and U.S. Funding Agent not later than 12:00 noon on the date of the
prepayment, and (b) any such prepayment shall be in a minimum principal amount of $500,000.
Each such notice shall specify the date and amount of such prepayment. If such notice is
given by such U.S. Borrower, such U.S. Borrower shall make such prepayment and the payment
amount specified in such notice shall be due and payable on the date specified therein.




     2.6.3 Prepayments Due to Currency Fluctuations. U.S. Funding Agent shall
calculate the Dollar Equivalent of the U.S. Total Outstandings (but only with respect to
Eurocurrency Rate Loans denominated in an Alternative Currency) on each applicable Revaluation
Date. If on the Revaluation Date that occurs on the first (1st) Business Day of
each calendar month, or such other times as U.S. Funding Agent may determine in its reasonable
discretion, such calculation reflects that, as of such Revaluation Date, the Dollar Equivalent
of the U.S. Total Outstandings exceeds an amount equal to one hundred and five percent (105%)
of the U.S. Aggregate Commitments then in effect, then, within two (2) Business Days after
notice of such calculation from U.S. Funding Agent to ProLogis, U.S. Borrowers shall prepay
U.S. Loans and/or Cash Collateralize U.S. L/C Obligations in an aggregate amount sufficient to
reduce the U.S. Total Outstandings as of such date of payment to an amount not exceeding one
hundred percent (100%) of the U.S. Aggregate Commitments then in effect; provided that
solely for purposes of measuring compliance with this Section 2.6.3, the amount of
Cash Collateral delivered to Collateral Agent under this Section 2.6.3 shall be deemed
to have reduced the U.S. Total Outstandings. Subject to Section 2.2.4, each such
prepayment shall be applied to the U.S. Committed Loans of U.S. Lenders in accordance with
their respective Applicable Tranche Percentages.




     2.6.4 Other Prepayments. If, on any date other than the Initial Maturity Date,
the Dollar Equivalent of the U.S. Total Outstandings exceeds the U.S. Aggregate Commitments
then in effect and such excess is not due to a currency exchange fluctuation covered under
Section 2.6.3, then, within two (2) Business Days after notice from U.S. Funding Agent
to ProLogis, U.S. Borrowers shall prepay the U.S. Committed Loans and/or U.S. Borrowers shall
Cash Collateralize the U.S. L/C Obligations in an aggregate amount sufficient to reduce the
Dollar Equivalent of such U.S. Total Outstandings as of such date of payment to an amount not
to exceed the U.S. Aggregate Commitments then in effect, without regard to any minimum or
multiples specified in Section 8.1.2 with respect to prepayments. Subject to
Section 2.2.4, each such prepayment shall be applied to the U.S. Committed Loans of
U.S. Lenders in accordance with their respective Applicable Tranche Percentages.



ARTICLE III

CANADIAN COMMITMENTS AND CANADIAN COMMITTED LOANS




     3.1 Canadian Committed Loans. Subject to the terms and conditions set forth herein, each
Canadian Lender severally agrees to make loans (each such loan, a “Canadian Committed
Loan”) to each Canadian Borrower only in Canadian Dollars from time to time, on any Business
Day during the Initial Availability Period, in an aggregate amount not to exceed at any time
outstanding the



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amount of such Canadian Lender’s Canadian Commitment; provided that after giving
effect to any Canadian Committed Borrowing, (a) the Canadian Total Outstandings shall not exceed
the Canadian Aggregate Commitments, and (b) the Canadian Credit Exposure of any Canadian Lender
shall not exceed such Canadian Lender’s Canadian Commitment. Within the limits of each Canadian
Lender’s Canadian Commitment, Canadian Borrowers may borrow under this Section 3.1, prepay
under Section 3.3 and reborrow under this Section 3.1. Canadian Committed Loans
may be ABR Rate Loans, BA Rate Loans, or Eurocurrency Rate Loans, as further provided herein.



     3.2 Canadian Committed Borrowings, Conversions and Continuations of Canadian Committed Loans.




     3.2.1 Procedures for Canadian Committed Borrowings. Each Canadian Committed
Borrowing, each conversion of Canadian Committed Loans from one Type to the other, and each
continuation of Eurocurrency Rate Loans or BA Rate Loans shall be made upon the requesting
Canadian Borrower’s irrevocable notice to Canadian Funding Agent, which may be given by
telephone. Each such notice must be received by Canadian Funding Agent not later than 11:00
a.m., Toronto time, (a) three (3) Business Days prior to the requested date of any Canadian
Committed Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or BA Rate
Loans or of any conversion of Eurocurrency Rate Loans or BA Rate Loans to ABR Rate Loans, and
(b) one (1) Business Day prior to the requested date of any Canadian Committed Borrowing of
ABR Rate Loans. Each telephonic notice by the requesting Canadian Borrower pursuant to this
Section 3.2.1 must be confirmed promptly by delivery to Canadian Funding Agent of a
written Canadian Committed Loan Notice, appropriately completed and signed by a Responsible
Officer of the requesting Canadian Borrower. Each Canadian Committed Borrowing of, conversion
to or continuation of Eurocurrency Rate Loans or BA Rate Loan shall be in a principal amount
permitted by Section 8.1.1. Each Canadian Committed Borrowing of or conversion to ABR
Rate Loans shall be in a principal amount permitted by Section 8.1.1. Each Canadian
Committed Loan Notice (whether telephonic or written) shall specify (i) the jurisdiction of
the applicable Canadian Borrower and whether such Borrower is a Foreign Borrower, (ii) whether
the applicable Canadian Borrower is requesting a Canadian Committed Borrowing, a conversion of
Canadian Committed Loan from one Type to the other, or a continuation of Eurocurrency Rate
Loans or BA Rate Loans, (iii) the requested date of the Canadian Committed Borrowing,
conversion or continuation, as the case may be (which shall be a Business Day), (iv) the
principal amount of Canadian Committed Loans to be borrowed, converted or continued, (v) the
Type of Canadian Committed Loans to be borrowed or to which existing Canadian Committed Loans
are to be converted, and (vi) if applicable, the duration of the Interest Period with respect
thereto. If the requesting Canadian Borrower fails to specify a Type of Canadian Committed
Loan in a Canadian Committed Loan Notice or if the requesting Canadian Borrower fails to give
a timely notice requesting a conversion or continuation, then the applicable Canadian
Committed Loans shall be made as, or converted to, ABR Rate Loans. Any automatic conversion
to ABR Rate Loans shall be effective as of the last day of the Interest Period then in effect
with respect to the applicable Eurocurrency Rate Loans or BA Rate Loans. If the requesting
Canadian Borrower requests a Canadian Committed Borrowing of, conversion to, or continuation
of Eurocurrency Rate Loans or BA Rate Loan in any such Canadian



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Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have
specified an Interest Period of one month.




     3.2.2 Funding of Canadian Committed Loans. Following receipt of a Canadian
Committed Loan Notice, Canadian Funding Agent shall promptly notify each Canadian Lender of
the amount of its Applicable Tranche Percentage of the applicable Canadian Committed Loans,
and if no timely notice of a conversion or continuation is provided by the applicable Canadian
Borrower, Canadian Funding Agent shall notify each Canadian Lender of the details of any
automatic conversion to ABR Rate Loans. In the case of a Canadian Committed Borrowing, each
Canadian Lender shall make the amount of its Canadian Committed Loan available to Canadian
Funding Agent in Same Day Funds in Canadian Dollars at Canadian Funding Agent’s Office not
later than 12:00 noon, Toronto time, on the Business Day specified in the applicable Canadian
Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in
Section 10.2 (and, if such Canadian Committed Borrowing is the initial Credit
Extension, Section 10.1), Canadian Funding Agent shall make all funds so received
available to the applicable Canadian Borrower in like funds as received by Canadian Funding
Agent either by (a) crediting the account of such Canadian Borrower on the books of Canadian
Funding Agent with the amount of such funds or (b) wire transfer of such funds, in each case
in accordance with instructions provided to (and reasonably acceptable to) Canadian Funding
Agent by such Canadian Borrower; provided that if, on the date the Canadian Committed
Loan Notice with respect to such Canadian Committed Borrowing is given by such Canadian
Borrower, such Canadian Borrower has outstanding Canadian L/C Borrowings, then the proceeds of
such Canadian Committed Borrowing, first, shall be applied to the payment in full of
such Canadian L/C Borrowings, and, second, shall be made available to the applicable
Canadian Borrower as provided above.




     3.2.3 Certain Continuations and Conversions. Except as otherwise provided
herein, a Eurocurrency Rate Loan or BA Rate Loan may be continued or converted only on the
last day of an Interest Period for such Eurocurrency Rate Loan or such BA Rate Loan. During
the existence of a Default, no Canadian Committed Loans may be requested as, converted to or
continued as Eurocurrency Rate Loans or BA Rate Loans without the consent of the Canadian
Required Lenders.




     3.2.4 Notice of Rates. Canadian Funding Agent shall promptly notify the
applicable Canadian Borrower and Canadian Lenders of the interest rate applicable to any
Interest Period for Eurocurrency Rate Loans or BA Rate Loans upon determination of such
interest rate. At any time that ABR Rate Loans are outstanding, Canadian Funding Agent shall
notify the applicable Canadian Borrower and Canadian Lenders of any change in Canadian Funding
Agent’s “prime rate” used in determining the ABR Rate promptly following the public
announcement of such change.




     3.2.5 Number of Interest Periods. After giving effect to all Canadian Committed
Borrowings, all conversions of Canadian Committed Loans from one Type to the other, and all
continuations of Canadian Committed Loans as the same Type, there shall not be more than six
(6) Interest Periods in effect with respect to Canadian Committed Loans.



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     3.3 Canadian Letters of Credit. Subject to the terms and conditions set forth herein,
(a) each Canadian L/C Issuer agrees, in reliance upon the agreements of Canadian Lenders set forth
in this Section 3.3 and Article VII, (i) from time to time on any Business Day
during the Initial Availability Period, to issue Canadian Letters of Credit denominated in Canadian
Dollars for the account of any Canadian Borrower or any Eligible Affiliate, and to amend or extend
Canadian Letters of Credit previously issued by it, in accordance with Section 7.2, and
(ii) to honor drawings under the applicable Canadian Letters of Credit; and (b) Canadian Lenders
severally agree to participate in Canadian Letters of Credit issued for the account of any Canadian
Borrower or any Eligible Affiliate and any drawings thereunder; provided that after giving
effect to any Canadian L/C Credit Extension with respect to any Canadian Letter of Credit, (x) the
Canadian Total Outstandings shall not exceed the Canadian Aggregate Commitments, (y) the Canadian
Outstanding Amount of the Canadian L/C Obligations shall not exceed the Canadian Letter of Credit
Sublimit. Within the foregoing limits, any Canadian Borrower’s ability to obtain Canadian Letters
of Credit shall be fully revolving, and accordingly each Canadian Borrower may, during the
foregoing period, obtain Canadian Letters of Credit to replace Canadian Letters of Credit that have
expired or that have been drawn upon and reimbursed. For purposes of this Section 3.3, a
transfer of a Canadian Letter of Credit to the U.S. Tranche shall not be conditioned on the
satisfaction of issuance provisions for such Letter of Credit under Sections 7.1.1 and
 7.1.2.



     3.4 Canadian Prepayments.




     3.4.1 Voluntary Prepayments. Each Canadian Borrower may, upon notice to Canadian
Funding Agent, at any time or from time to time voluntarily prepay Canadian Committed Loans in
whole or in part without premium or penalty; provided that such notice must be
received by Canadian Funding Agent not later than 11:00 a.m., Toronto time, (a) three (3)
Business Days prior to any date of prepayment of Eurocurrency Rate Loans or BA Rate Loans;
(b) one (1) Business Day prior to any date of prepayment of ABR Rate Loans; and (c) any
prepayment of Canadian Committed Loans shall be in a principal amount permitted by
Section 8.1.2, or, if less, the entire principal amount thereof then outstanding.
Each such notice shall specify the date and amount of such prepayment and the Type(s) of
Canadian Committed Loans to be prepaid and, if Eurocurrency Rate Loans or BA Rate Loans are to
be prepaid, the Interest Period(s) of such Canadian Committed Loans. Canadian Funding Agent
will promptly notify each Canadian Lender of its receipt of each such notice, and of the
amount of such Canadian Lender’s Applicable Tranche Percentage of such prepayment. If such
notice is given by such Canadian Borrower, then such Canadian Borrower shall make such
prepayment and the payment amount specified in such notice shall be due and payable on the
date specified therein. Any prepayment of a Eurocurrency Rate Loan or BA Rate Loan shall be
accompanied by all accrued interest on the amount prepaid, together with any additional amount
required pursuant to Section 9.5. Each such prepayment shall be applied to the
Canadian Committed Loans of Canadian Lenders in accordance with their respective Applicable
Tranche Percentages.




     3.4.2 Other Prepayments. If, on any date, the Canadian Total Outstandings exceed
the Canadian Aggregate Commitments then in effect, then, within two (2) Business Days after
notice from Canadian Funding Agent to ProLogis, Canadian Borrowers shall prepay the Canadian
Committed Loans and/or Canadian Borrowers shall Cash Collateralize the Canadian L/C
Obligations in an aggregate amount sufficient to reduce such Canadian



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Total Outstandings as of such date of payment to an amount not to exceed the Canadian
Aggregate Commitments then in effect, without regard to any minimum or multiples specified in
Section 8.1.2 with respect to prepayments. Each such prepayment shall be applied to
the Canadian Committed Loans of Canadian Lenders in accordance with their respective
Applicable Tranche Percentages.



     3.5 Termination of Canadian Commitments. Notwithstanding the foregoing, on the Initial
Maturity Date, (a) the Canadian Commitments of all Canadian Lenders shall be immediately
terminated; (b) the Canadian Total Outstandings (other than with respect to any outstanding
Canadian Letters of Credit) shall be due and payable; (c) to the extent a Default does not exist,
Global Administrative Agent shall transfer each outstanding Canadian Letter of Credit, in whole, to
the U.S. Tranche to the extent of the availability under the U.S. Letter of Credit Sublimit; and
(d) to the extent that a Default exists or there is not sufficient availability under the U.S.
Letter of Credit Sublimit to transfer all of the Canadian Letters of Credit to the U.S. Tranche,
then each Canadian Letter of Credit that may not be transferred in whole to the U.S. Tranche shall
be Cash Collateralized under the Canadian Tranche in accordance with Section 7.7, until
there is sufficient availability under the U.S. Letter of Credit Sublimit for Global Administrative
Agent to transfer such Canadian Letter of Credit to the U.S. Tranche.



ARTICLE IV

EURO COMMITMENTS AND EURO CREDIT EXTENSIONS




     4.1 Euro Committed Loans. Subject to the terms and conditions set forth herein, each Euro Lender severally agrees to make
loans (each such loan, a “Euro Committed Loan”) to each Euro Borrower in Euro or in one or
more Alternative Currencies of the Euro Tranche, subject to Section 4.2, from time to time,
on any Business Day during the Initial Availability Period with respect to such Euro Lender’s
Initial Commitment, and during the Extended Availability Period with respect to such Euro Lender’s
Extended Commitment, as applicable, under the Euro Tranche, in an aggregate amount not to exceed at
any time outstanding the amount of such Euro Lender’s Euro Commitment; provided that after
giving effect to any Euro Committed Borrowing, (a) the Euro Total Outstandings shall not exceed the
Euro Aggregate Commitments, and (b) the Euro Credit Exposure of any Euro Lender shall not exceed
such Euro Lender’s Euro Commitment. Within the limits of each Euro Lender’s Euro Commitment, Euro
Borrowers may borrow under this Section 4.1, prepay under Section 4.6, and reborrow
under this Section 4.1. Euro Committed Loans may be Eurocurrency Rate Loans or, solely
upon the occurrence of an event described in Section 9.3, Substitute Rate Loans, as further
provided herein.



     4.2 Euro Fronting Loans.




     4.2.1 Euro Fronting Loans. Subject to the terms and conditions set forth in this
Section 4.2, upon a request for a Euro Committed Borrowing in an Alternative Currency
or to a Foreign Borrower in compliance with Section 4.1, each Fronting Lender agrees,
subject to the limitations set forth below, to fund its Fronting Portion of such Euro
Committed Borrowing in the requested currency on behalf of each applicable Euro Non-Qualified
Lender with respect to such Euro Committed Borrowing and in the amount of each such Euro Non-Qualified Lender’s Applicable Tranche Percentage for such Euro
Committed Loan (each a “Euro Fronting Loan”), notwithstanding the fact that such Euro



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Fronting Loan, when aggregated with the Euro Credit Exposure of such Fronting Lender, may
exceed the amount of such Fronting Lender’s Euro Commitment; provided that (a) after
giving effect to any Euro Fronting Loan, the aggregate Dollar Equivalent amount of all
Fronting Loans funded by such Fronting Lender shall not exceed the Fronting Commitment of such
Fronting Lender, and (b) such Fronting Lender shall not be a Euro Non-Qualified Lender with
respect to such Euro Fronting Loan. Immediately upon the making of a Euro Fronting Loan on
behalf of a Euro Non-Qualified Lender, such Euro Non-Qualified Lender shall be deemed to, and
hereby irrevocably and unconditionally agrees to, purchase from such Fronting Lender a risk
participation in one hundred percent (100%) of such Euro Fronting Loan. The purchase of such
risk participation in each Euro Fronting Loan by such Euro Non-Qualified Lender shall satisfy
such Euro Non-Qualified Lender’s funding requirements under Section 4.1.
Notwithstanding any other provision herein, no more than five (5) Credit Extensions that
utilize Euro Fronting Loans shall be made during any calendar month.




     4.2.2 Election of Fronting Lenders. (a) Upon a request for a Euro Committed
Borrowing in accordance with Section 4.3 in an Alternative Currency, or to a TMK, with
respect to which there are Euro Non-Qualified Lenders, there shall be a Fronting Lender
Election. If the Fronting Lenders based on the limitations set forth in the proviso to the
first sentence of Section 4.2.1 are unable to fund the entire requested Euro Fronting
Loan in such Alternative Currency or to such TMK, then the applicable Euro Borrower may
decrease the amount of the requested Euro Committed Borrowing within one (1) Business Day
after notice by Euro Funding Agent of such limitation. If such Euro Borrower does not reduce
its request for a Euro Committed Borrowing to an amount equal to or less than the available
Fronting Commitment subject to the limitation set forth in the proviso to the first sentence
in Section 4.2.1, then the requested Euro Committed Loan shall not be made by Euro
Lenders.




(b) Upon a request for a Euro Committed Borrowing(other than in an Alternative
Currency) in accordance with Section 4.3 to a Foreign Borrower (other than a
TMK as set forth in paragraph (a) above) with respect to which there are
Euro Non-Qualified Lenders, there shall be a Fronting Lender Election. If the
Fronting Lenders based on the limitations set forth in the proviso to the first
sentence of Section 4.2.1 are unable to fund the entire requested Euro
Fronting Loan to such Foreign Borrower, then the applicable Euro Borrower may
decrease the amount of the requested Euro Committed Borrowing within one (1)
Business Day after notice by Euro Funding Agent of such limitation. If such Euro
Borrower does not reduce its request for a Euro Committed Borrowing to an amount
equal to or less than the available Fronting Commitment subject to the limitation
set forth in the proviso to the first sentence in Section 4.2.1, then (x)
the requested Euro Committed Loan shall be deemed to be reduced to the available
Fronting Commitments and (y) the applicable Euro Borrower shall be deemed to have
requested an additional Euro Committed Loan in the amount of the excess of the
requested Euro Committed Loan over the available Fronting Commitments
which shall be made by Euro Lenders without the utilization of any Fronting Loans.



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     4.2.3 Refinancing of the Euro Fronting Loans.




(a) (i) On the Trigger Date, Euro Funding Agent shall notify each Euro
Non-Qualified Lender of its obligation to fund its participation in each
applicable Euro Fronting Loan. Each applicable Euro Non-Qualified Lender
shall make the amount of its participation in each applicable Euro Fronting
Loan specified in such notice available to Euro Funding Agent in Same Day
Funds for the account of the applicable Fronting Lender at Euro Funding
Agent’s Office for payments in the same currency as the applicable Euro
Fronting Loan not later than 10:00 a.m., Brussels time, on the Business Day
specified in such notice.




        (ii) To the extent that a Euro Non-Qualified Lender that has a risk
participation in a Euro Fronting Loan assigns all or part of its interest in
such risk participation under Section 16.6 to a Euro Qualified
Lender for purposes of such Euro Fronting Loan, then such Euro Qualified
Lender shall make the amount of its assigned participation in such Euro
Fronting Loan available to Euro Funding Agent in Same Day Funds for the
account of the applicable Fronting Lender at Euro Funding Agent’s Office for
payments in the same currency as the applicable Euro Fronting Loan not later
than 1:00 p.m., Brussels time, on the third (3rd) Business Day
following the effective date of the assignment.




     (b) If any applicable Euro Lender fails to make available to any Fronting
Lender any amount required to be paid by such Euro Lender pursuant to the foregoing
provisions of this Section 4.2.3 by the time specified in
Section 4.2.3(a), such Fronting Lender shall be entitled to recover from
such Euro Lender (acting through Euro Funding Agent), on demand, such amount in the
same currency as the applicable Euro Fronting Loan with interest thereon for the
period from the date such payment is required to the date on which such payment is
immediately available to such Fronting Lender at a rate per annum equal to the
applicable Overnight Rate from time to time in effect. A certificate of a Fronting
Lender submitted to any applicable Euro Lender (through Euro Funding Agent) with
respect to any amount owing under this clause (b) shall be conclusive absent
manifest error.




     (c) Each applicable Euro Lender’s obligation to purchase and fund risk
participations in Euro Fronting Loans pursuant to this Section 4.2.3 shall
be absolute and unconditional and shall not be affected by any circumstance,
including (i) any setoff, counterclaim, recoupment, defense or other right which
such Euro Lender may have against the applicable Fronting Lender, any Euro Borrower
or any other Person for any reason whatsoever, (ii) the occurrence or continuance of
a Default, or (iii) any other occurrence, event or condition, whether or not similar
to any of the foregoing. No such funding of risk
participations shall relieve or otherwise impair the obligation of any Euro
Borrower to repay any Fronting Lender, together with interest as provided herein.



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     (d) At any time after any Euro Lender has purchased and funded a risk
participation in a Euro Fronting Loan, if the applicable Fronting Lender receives
any payment on account of such Euro Fronting Loan, such Fronting Lender will
distribute to such Euro Lender such payment (appropriately adjusted, in the case of
interest payments, to reflect the period of time during which such Euro Lender’s
participation was funded) in the same funds and currency as those received by such
Fronting Lender.




     (e) If any payment received by any Fronting Lender (and paid to a Euro Lender)
in respect of principal or interest on any Euro Fronting Loan is required to be
returned by such Fronting Lender under any of the circumstances described in
Section 16.5 (including pursuant to any settlement entered into by such
Fronting Lender in its direction), such Euro Lender shall pay to such Fronting
Lender in the applicable currency of such Euro Fronting Loan the amount of such
payment in respect of such Euro Fronting Loan on demand of Euro Funding Agent,
plus interest thereon from the date of such demand to the date such amount
is returned, at a rate per annum equal to the applicable Overnight Rate. Euro
Funding Agent will make such demand upon the request of the applicable Fronting
Lender. The obligations of Euro Lenders under this clause shall survive the payment
in full of the Obligations and the termination of this Agreement.




     4.2.4 Payments for Account of the Applicable Fronting Lender. Notwithstanding
any other provision of this Agreement, until the applicable Euro Lender funds its risk
participation pursuant to this Section 4.2 to refinance such Euro Lender’s applicable
Euro Fronting Loan, all payments made hereunder in respect of the portion of any Euro
Committed Loan that was funded in part by a Fronting Lender on behalf of such Euro Lender
shall be solely for the account of the applicable Fronting Lender.




     4.2.5 Defaulting Lender. Notwithstanding the foregoing, no Fronting Lender shall
be required to make a Euro Fronting Loan on behalf of a Euro Non-Qualified Lender that is a
Defaulting Lender at the time of the receipt by Euro Funding Agent of the applicable Euro
Committed Loan Notice. In addition, to the extent (a) a Euro Fronting Loan is outstanding,
(b) a Euro Non-Qualified Lender becomes a Defaulting Lender, and (c) the applicable Fronting
Lender makes a demand for repayment to the applicable Euro Borrower, then such Euro Borrower
shall repay such Euro Fronting Loan (i) on or before the earlier of (A) thirty (30) days
following receipt of such demand or (B) the fifth (5th) day following the last day
of the applicable Interest Period ending after receipt of such demand, or (ii) if no Interest
Period is in effect with respect to such Euro Fronting Loan, within ten (10) days following
receipt of such demand. If any such Euro Fronting Loan is not repaid in full on the last day
of an Interest Period (if applicable or required under clause (i)(B) above), subject
to Section 8.4.2, such Euro Fronting Loan shall bear interest at the Money Market Rate
plus the Applicable Margin until such payment is due hereunder.



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     4.3 Euro Committed Borrowings, Conversions and Continuations of Euro Committed Loans.




     4.3.1 Procedures for Euro Committed Borrowings. Each Euro Committed Borrowing,
each conversion of Euro Committed Loans from one Type to the other, and each continuation of
Eurocurrency Rate Loans shall be made upon the requesting Euro Borrower’s irrevocable written
notice to Euro Funding Agent. Each such notice must be received by Euro Funding Agent not
later than 10:00 a.m., Brussels time, (a) three (3) Business Days (five (5) Business Days in
the case of a Foreign Borrower) prior to the requested date of any Euro Committed Borrowing
of, or continuation of Eurocurrency Rate Loans denominated in Euro, Sterling, or Dollars, and
(b) four (4) Business Days (five (5) Business Days in the case of a Foreign Borrower) prior to
the requested date of any Euro Committed Borrowing of, or continuation of Eurocurrency Rate
Loans denominated in Yen. Each Euro Committed Loan Notice must be in writing and
appropriately completed and signed by a Responsible Officer of such Euro Borrower. Each Euro
Committed Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a
principal amount permitted by Section 8.1.1. Each Euro Committed Loan Notice shall be
in writing and shall specify (i) the jurisdiction of the applicable Euro Borrower and whether
such Borrower is a Foreign Borrower, (ii) whether the applicable Euro Borrower is requesting a
Euro Committed Borrowing, a conversion of Euro Committed Loans from one Type to the other, or
a continuation of Eurocurrency Rate Loans, (iii) the requested date of the Euro Committed
Borrowing or continuation, as the case may be (which shall be a Business Day), (iv) the
principal amount of Euro Committed Loans to be borrowed or continued, (v) the Type of Euro
Committed Loans to be borrowed, (vi) if applicable, the duration of the Interest Period with
respect thereto, and (vii) the currency of the Euro Committed Loans to be borrowed or
continued. If the requesting Euro Borrower fails to specify a currency in a Euro Committed
Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in
Euro. If the requesting Euro Borrower fails to specify a Type of Euro Committed Loan in a
Euro Committed Loan Notice or if the requesting Euro Borrower fails to give a timely notice
requesting a conversion or continuation, then the applicable Euro Committed Loans shall be
continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one
(1) month. If the requesting Euro Borrower requests a Euro Committed Borrowing of, or
continuation of Eurocurrency Rate Loans in any such Euro Committed Loan Notice, but fails to
specify an Interest Period, it will be deemed to have specified an Interest Period of one (1)
month. No Euro Committed Loan may be continued as a Euro Committed Loan denominated in a
different currency, but instead must be repaid in the original currency of such Euro Committed
Loan and reborrowed in the other currency.




     4.3.2 Funding of Euro Committed Loans. Following receipt of a Euro Committed
Loan Notice, Euro Funding Agent shall promptly notify each Euro Lender of the amount (and
currency) of its Applicable Tranche Percentage of the applicable Euro Committed Borrowings,
and if no timely notice of a continuation is provided by the applicable Euro Borrower, Euro
Funding Agent shall notify each Euro Lender of the details of any automatic continuations, in
each case as described in Section 4.3.1. In the case of a Euro Committed Borrowing,
each Euro Qualified Lender and the applicable Fronting Lender, if any, shall make the amount
of its Euro Committed Loan available to Euro Funding Agent



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in Same Day Funds at Euro Funding Agent’s Office for the applicable currency not later
than 10:00 a.m., Brussels time, in the case of any Euro Committed Loan denominated in any Euro
or Sterling, and not later than the Applicable Time specified by Euro Funding Agent in the
case of any Euro Committed Loan in an Alternative Currency, other than Sterling, under the
Euro Tranche, in each case on the Business Day specified in the applicable Euro Committed Loan
Notice. Upon satisfaction of the applicable conditions set forth in Section 10.2
(and, if such Euro Committed Borrowing is the initial Credit Extension, Section 10.1),
Euro Funding Agent shall make all funds so received available to the applicable Euro Borrower
in like funds as received by Euro Funding Agent either by (a) crediting the account of such
Euro Borrower on the books of Euro Funding Agent with the amount of such funds or (b) wire
transfer of such funds, in each case in accordance with instructions provided to (and
reasonably acceptable to) Euro Funding Agent by such Euro Borrower; provided that if,
on the date a Euro Committed Loan Notice, with respect to a Euro Committed Borrowing
denominated in Euro or Sterling is given by the requesting Euro Borrower, such Borrower has
outstanding Euro L/C Borrowings denominated in such currency of such Borrowing, then the
proceeds of such Euro Committed Borrowing, first, shall be applied to the payment in
full of such Euro L/C Borrowings, and, second, shall be made available to the
requesting Euro Borrower as provided above.




     4.3.3 Certain Continuations and Conversions. Except as otherwise provided
herein, a Eurocurrency Rate Loan may be continued only on the last day of an Interest Period
for such Eurocurrency Rate Loan. During the existence of a Default, the Euro Required Lenders
may at their option, by notice to the Euro Borrowers (which notice may be revoked at the
option of Euro Required Lenders notwithstanding any provision of Section 16.1) declare
that no Euro Loans may be requested or continued as Eurocurrency Rate Loans, other than as
Eurocurrency Rate Loan with an Interest Period of one (1) month.




     4.3.4 Notice of Rates. Euro Funding Agent shall promptly notify each applicable
Euro Borrower and Euro Lender of the interest rate applicable to any Interest Period for
Eurocurrency Rate Loans upon determination of such interest rate.




     4.3.5 Number of Interest Periods. After giving effect to all Euro Committed
Borrowings and all continuations of Euro Committed Loans as the same Type, there shall not be
more than twelve (12) Interest Periods in effect with respect to Euro Committed Loans.



     4.4 Euro Letters of Credit. Subject to the terms and conditions set forth herein, (a) each
Euro L/C Issuer agrees, in reliance upon the agreements of Euro Lenders set forth in this
Section 4.4 and Article VII, (i) from time to time on any Business Day during the
Extended Availability Period, to issue Euro Letters of Credit denominated in Euro or Sterling for
the account of any Euro Borrower or any Eligible Affiliate, and to amend or extend Euro Letters of
Credit previously issued by it, in accordance with Section 7.2, and (ii) to honor drawings
under the applicable Euro Letters of Credit; and (b) Euro Lenders severally agree to participate in
Euro Letters of Credit issued for the account of any Euro Borrower or any Eligible Affiliates and
any drawings thereunder; provided that after giving effect to any Euro L/C Credit
Extension with respect to any Euro Letter of Credit, (x) the Euro Total Outstandings shall not
exceed the Euro Aggregate Commitments, (y) the Euro Credit



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Exposure of any Euro Lender shall not exceed such Euro Lender’s Euro Commitment, and (z) the
Euro Outstanding Amount of the Euro L/C Obligations shall not exceed the Euro Letter of Credit
Sublimit. Within the foregoing limits, any Euro Borrower’s ability to obtain Euro Letters of
Credit shall be fully revolving, and accordingly each Euro Borrower may, during the foregoing
period, obtain Euro Letters of Credit to replace Euro Letters of Credit that have expired or that
have been drawn upon and reimbursed. All Euro Existing Letters of Credit that were originally
issued for the account of a Person that is not a Euro Borrower shall, immediately upon the
effectiveness hereof, be deemed to have been issued pursuant hereto for the account of the
applicable Euro Borrower identified as the “Account Obligor” on Schedule 2.4(b) (which Euro
Borrower hereby assumes all Euro L/C Obligations with respect to such Euro Existing Letter of
Credit), and from and after the Closing Date shall be subject to and governed by the terms and
conditions hereof.



     4.5 Euro Swing Line Loans.




     4.5.1 The Euro Swing Line. Subject to the terms and conditions set forth herein,
Euro Swing Line Lender agrees, in reliance upon the agreements of the other Euro Lenders set
forth in this Section 4.5, to make loans in Euro or Sterling (each such loan, a
“Euro Swing Line Loan”) to any Domestic Borrower under the Euro Tranche from
time to time on any Business Day during the Extended Availability Period in an aggregate
amount not to exceed at any time outstanding the amount of the Euro Swing Line Sublimit,
notwithstanding the fact that such Euro Swing Line Loans, when aggregated with the Applicable
Tranche Percentage of the Euro Outstanding Amount of Euro Committed Loans and Euro L/C
Obligations of Euro Lender acting as Euro Swing Line Lender, may exceed the amount of such
Euro Lender’s Euro Commitment; provided that after giving effect to any Euro Swing
Line Loan, (i) the Euro Total Outstandings shall not exceed the Euro Aggregate Commitments,
and (ii) the Euro Credit Exposure of any Euro Lender shall not exceed such Euro Lender’s Euro
Commitment, and provided, further, that no Euro Borrower shall use the
proceeds of any Euro Swing Line Loan to refinance any other outstanding Euro Swing Line Loan.
Within the foregoing limits, each Euro Borrower may borrow under this Section 4.5,
prepay under Section 4.6, and reborrow under this Section 4.5. Each Euro
Swing Line Loan shall be a Money Market Rate Loan. Immediately upon the making of a Euro
Swing Line Loan, each Euro Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from Euro Swing Line Lender a risk participation in such
Euro Swing Line Loan in an amount equal to the product of such Euro Lender’s Applicable
Tranche Percentage times the amount of such Euro Swing Line Loan. Notwithstanding the
foregoing, (i) no Euro Swing Line Loan shall be made to any Foreign Borrower under the Euro
Tranche and (ii) Euro Swing Line Lender shall have no obligation to make any Euro Swing Line
Loan if any Euro Lender has failed to fund any amount required under Section 4.5.3,
unless such failure has been cured, or is at the time of making any Euro Swing Line Loan a
Defaulting Lender, unless Euro Swing Line Lender has entered into arrangements satisfactory to
Euro Swing Line Lender, in its sole discretion, with the applicable Borrower or such Euro
Lender to eliminate Euro Swing Line Lender’s risk with respect to such Euro Lender.




     4.5.2 Borrowing Procedures. Each Euro Swing Line Borrowing shall be made upon
the requesting Euro Borrower’s irrevocable notice to Euro Swing Line Lender and Euro Funding
Agent, which may only be given by written notice. Each such notice must



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be received by Euro Swing Line Lender and Euro Funding Agent not later than 10:00 a.m.,
Brussels time, on the requested borrowing date, and shall specify (a) the amount to be
borrowed, which shall be a minimum of EUR 500,000 for a Euro denominated Euro Swing Line Loan
and £500,000 for a Sterling denominated Euro Swing Line Loan, and (b) the requested borrowing
date, which shall be a Business Day. Each such written Euro Swing Line Loan Notice shall be
appropriately completed and signed by a Responsible Officer of the requesting Euro Borrower.
Promptly after receipt by Euro Swing Line Lender of any written Euro Swing Line Loan Notice,
Euro Swing Line Lender will confirm with Euro Funding Agent (by telephone or in writing) that
it has also received such Euro Swing Line Loan Notice and, if not, Euro Swing Line Lender will
notify Euro Funding Agent (in writing) of the contents thereof. Unless Euro Swing Line Lender
has received notice (in writing) from Global Administrative Agent, Euro Funding Agent,
(including at the request of any Euro Lender) or any Credit Party prior to 2:00 p.m. (Brussels
time) on the date of the proposed Euro Swing Line Borrowing (i) directing Euro Swing Line
Lender not to make such Euro Swing Line Loan as a result of the limitations set forth in the
proviso to the first sentence of Section 4.5.1, or (ii) that one or more of the
applicable conditions specified in Article X is not then satisfied, then, subject to
the terms and conditions hereof, Euro Swing Line Lender will, not later than 3:00 p.m.
(Brussels time) on the borrowing date specified in such Euro Swing Line Loan Notice, make the
amount of its Euro Swing Line Loan available to the requesting Euro Borrower.




     4.5.3 Refinancing of Euro Swing Line Loans.




     (a) Euro Swing Line Lender at any time in its sole and absolute discretion may
request, on behalf of the applicable Euro Borrower (which hereby irrevocably
authorizes Euro Swing Line Lender to so request on its behalf), that each Euro
Lender make an Eurocurrency Rate Loan with an Interest Period of one (1) month
denominated in Euro or Sterling, as applicable, in an amount equal to such Euro
Lender’s Applicable Tranche Percentage of the amount of the Euro Swing Line Loans
then outstanding. Such request shall be made in writing (which written request
shall be deemed to be a Euro Committed Loan Notice for purposes hereof) and in
accordance with the requirements of Section 4.3, without regard to the
minimum and multiples specified therein for the principal amount of Eurocurrency
Rate Loans, but subject to the unutilized portion of the Euro Aggregate Commitments
and the conditions set forth in Section 10.2. Euro Swing Line Lender shall
furnish to such Euro Borrower with a copy of the applicable Euro Committed Loan
Notice promptly after delivering such notice to Euro Funding Agent. To the extent
that the Euro Swing Line Loan is denominated in Sterling and there are Euro
Non-Qualified Lenders with respect to Sterling, then Euro Funding Agent may elect a
Fronting Lender in accordance with Section 4.2. Furthermore, to the extent
that there are no available Fronting Lenders, then such Euro Swing Line Loan shall
be converted to Euro based on the Euro Equivalent amount of such Euro Swing Line
Loan and refinanced as a Eurocurrency Rate Loan in Euro with an Interest Period of
one (1) month. Each Euro Qualified Lender shall make an amount equal to its
Applicable Tranche Percentage of the amount specified in such Euro Committed Loan
Notice available to Euro Funding Agent, and the applicable Fronting Lender, if any,
shall make available the Euro



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Fronting Loan in accordance with Section 4.2, in each case in Same Day
Funds for the account of Euro Swing Line Lender at Euro Funding Agent’s Office for
Euro or Sterling denominated payments, as applicable, not later than 1:00 p.m.
(Brussels time) on the day specified in such Euro Committed Loan Notice, whereupon,
subject to Section 4.5.3(b), each Euro Lender and each Fronting Lender that
so makes funds available shall be deemed to have made a Eurocurrency Rate Loan with
an Interest Period of one (1) month to such Euro Borrower in such amount and in Euro
or Sterling, as applicable. Euro Funding Agent shall remit the funds so received to
Euro Swing Line Lender.




     (b) If for any reason any Euro Swing Line Loan cannot be refinanced by such a
Euro Committed Borrowing in accordance with Section 4.5.3(a), the request
for a Eurocurrency Rate Loan with an Interest Period of one (1) month submitted by
Euro Swing Line Lender as set forth herein shall be deemed to be a request by Euro
Swing Line Lender that each Euro Lender fund its risk participation in the relevant
Euro Swing Line Loan; provided that to the extent that a Euro Swing
Line Loan is denominated in Sterling and there are Euro Non-Qualified Lenders with
respect to Sterling, then the aggregate amount of the Euro Swing Line Loan shall be
converted to Euro based on the Euro Equivalent amount of such Euro Swing Line Loan
and shall bear interest at the Default Rate for a Eurocurrency Rate Loan with an
Interest Period of one (1) month, and each Euro Lender shall make a payment in
satisfaction of its participation obligations under this Section 4.5.3 in
Euro. Each Euro Lender’s payment to Euro Funding Agent for the account of Euro
Swing Line Lender pursuant to Section 4.5.3(a) shall be deemed payment in
respect of such participation.




     (c) If any Euro Lender fails to make available directly to Euro Funding Agent,
or purchase a risk participation in the applicable Euro Fronting Loan for the
account of Euro Swing Line Lender any amount (the “Unfunded Euro Swing Line
Amount”) required to be paid by such Euro Lender pursuant to the foregoing
provisions of this Section 4.5.3 by the time specified in
Section 4.5.3(a), (i) Euro Swing Line Lender shall be entitled to recover
from such Euro Lender (acting through Euro Funding Agent), on demand, such amount
with interest thereon for the period from the date such payment is required to the
date on which such payment is immediately available to Euro Swing Line Lender at a
rate per annum equal to the applicable Overnight Rate from time to time in effect,
and (ii) for the avoidance of doubt, the Unfunded Euro Swing Line Amount shall
become due and payable on the date specified in Section 8.3(d)(i). A
certificate of Euro Swing Line Lender submitted to any Euro Lender (through Euro
Funding Agent) with respect to any amounts owing under this clause (c) shall
be conclusive absent manifest error.




     (d) Each Euro Lender’s obligation to make Euro Committed Loans, to purchase
risk participations in Euro Fronting Loans pursuant to this Section 4.5.3,
or to purchase and fund risk participations in Euro Swing Line Loans pursuant to
this Section 4.5.3 shall be absolute and unconditional and shall not be
affected by any circumstance, including (i) any setoff, counterclaim, recoupment,
defense or



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other right which such Euro Lender may have against Euro Swing Line Lender, any
Euro Borrower or any other Person for any reason whatsoever, (ii) the occurrence or
continuance of a Default, or (iii) any other occurrence, event or condition, whether
or not similar to any of the foregoing; provided that each Euro Lender’s
obligation to make Euro Committed Loans pursuant to this Section 4.5.3 is
subject to the conditions set forth in Section 10.2. No such funding of
risk participations shall relieve or otherwise impair the obligation of any Euro
Borrower to repay Euro Swing Line Loans, together with interest as provided herein.




     4.5.4 Repayment of Participations.




     (a) At any time after any Euro Lender has purchased and funded a risk
participation in a Euro Swing Line Loan, if Euro Swing Line Lender receives any
payment on account of such Euro Swing Line Loan, Euro Swing Line Lender will
distribute to such Euro Lender its Applicable Tranche Percentage of such payment
(appropriately adjusted, in the case of interest payments, to reflect the period of
time during which such Euro Lender’s risk participation was funded) in the same
funds as those received by Euro Swing Line Lender.




     (b) If any payment received by Euro Swing Line Lender in respect of principal
or interest on any Euro Swing Line Loan is required to be returned by Euro Swing
Line Lender under any of the circumstances described in Section 16.5
(including pursuant to any settlement entered into by Euro Swing Line Lender in its
discretion), each Euro Lender shall pay to Euro Swing Line Lender its Applicable
Tranche Percentage thereof on demand of Euro Funding Agent, plus interest
thereon from the date of such demand to the date such amount is returned, at a rate
per annum equal to the applicable Overnight Rate. Euro Funding Agent will make such
demand upon the request of Euro Swing Line Lender. The obligations of Euro Lenders
under this clause shall survive the payment in full of the Obligations and the
termination of this Agreement.




     4.5.5 Interest for Account of Euro Swing Line Lender. Euro Swing Line Lender
shall be responsible for invoicing the applicable Euro Borrowers for interest on the Euro
Swing Line Loans. Until a Euro Lender funds its Euro Committed Loan or risk participation
pursuant to Section 4.5.3 to refinance such Euro Lender’s Applicable Tranche
Percentage of any Euro Swing Line Loan, interest in respect of such Euro Lender’s Applicable
Tranche Percentage shall be solely for the account of Euro Swing Line Lender.




     4.5.6 Payments Directly to Euro Swing Line Lender. Each Euro Borrower shall make
all payments of principal and interest in respect of the Euro Swing Line Loans directly to
Euro Swing Line Lender.



     4.6 Euro Prepayments.




     4.6.1 Prepayments of Committed Loans. Each Euro Borrower may, upon notice to
Euro Funding Agent, at any time or from time to time voluntarily prepay Euro



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Committed Loans in whole or in part without premium or penalty; provided that
(a) such notice must be received by Euro Funding Agent not later than 10:00 a.m., Brussels
time, five (5) Business Days prior to any date of prepayment of Eurocurrency Rate Loans; and
(b) any prepayment of Eurocurrency Rate Loans shall be in a principal amount permitted by
Section 8.1.2 or, if less, the entire principal amount thereof then outstanding,
provided that if Euro Lenders have made any Euro Committed Loans pursuant to
Section 4.5.3 or 7.3.2, then the applicable Euro Borrower may make a
prepayment in any other amount so long as, after giving effect thereto, the aggregate
principal amount of all Eurocurrency Rate Loans is in the principal Euro Equivalent amount of
EUR 1,000,000 or a higher integral multiple of EUR 100,000. Each such notice shall specify
the date and amount of such prepayment and the Type(s) of Euro Committed Loans to be prepaid
and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Eurocurrency
Rate Loans. Euro Funding Agent will promptly notify each Euro Lender of its receipt of each
such notice, and of the amount of such Euro Lender’s Applicable Tranche Percentage of such
prepayment. If such notice is given by such Euro Borrower, then such Euro Borrower shall make
such prepayment and the payment amount specified in such notice shall be due and payable on
the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied
by all accrued interest on the amount prepaid, together with any additional amount required
pursuant to Section 9.5. Subject to Sections 4.2.4 and 8.8.3, each
such prepayment shall be applied to the Euro Committed Loans of Euro Lenders in accordance
with their respective Applicable Tranche Percentages.




     4.6.2 Prepayments of Swing Line Loans. The applicable Euro Borrower may, upon
notice to Euro Swing Line Lender (with a copy to Euro Funding Agent), at any time or from time
to time, voluntarily prepay any Euro Swing Line Loans in whole or in part without premium or
penalty; provided that (a) such notice must be received by Euro Swing Line Lender, and
Euro Funding Agent not later than 10:00 a.m., Brussels time, on the date of the prepayment,
and (b) any such prepayment shall be in a minimum principal amount of EUR 500,000 for Euro
denominated Euro Swing Line Loans and £500,000 for Sterling denominated Swing Line Loans.
Each such notice shall specify the date and amount of such prepayment. If such notice is
given by such Euro Borrower, such Euro Borrower shall make such prepayment and the payment
amount specified in such notice shall be due and payable on the date specified therein.




     4.6.3 Prepayments Due to Currency Fluctuations. Euro Funding Agent shall
calculate the Euro Equivalent of the Euro Total Outstandings (but only with respect to
Eurocurrency Rate Loans denominated in an Alternative Currency) on each Revaluation Date. If
on the Revaluation Date that occurs on the first (1st) Business Day of each
calendar month, or such other times as Euro Funding Agent may determine in its reasonable
discretion, such calculation reflects that, as of such Revaluation Date, the Euro Equivalent
of the Euro Total Outstandings exceeds an amount equal to one hundred and five percent (105%)
of the Euro Aggregate Commitments then in effect, then, within two (2) Business Days after
notice of such calculation from Euro Funding Agent to ProLogis, Euro Borrowers shall prepay
the Euro Loans and/or Euro Borrowers shall Cash Collateralize the Euro L/C Obligations in an
aggregate amount sufficient to reduce the Euro Equivalent of such Euro Total Outstandings as
of such date of payment to an amount not to exceed one hundred percent (100%) of the Euro
Aggregate Commitments then in effect,



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provided that solely for purposes of measuring compliance with this Section
4.6.3, the amount of Cash Collateral delivered to Collateral Agent under this Section
4.6.3 shall be deemed to have reduced the Euro Total Outstandings. Subject to Section
4.2.4, each such prepayment shall be applied to the Euro Committed Loans of Euro Lenders
in accordance with their respective Applicable Tranche Percentages.




     4.6.4 Other Prepayments. If, on any date other than the Initial Maturity Date,
the Euro Equivalent of the Euro Total Outstandings exceeds the Euro Aggregate Commitments then
in effect and such excess is not due to a currency exchange fluctuation covered under
Section 4.6.3, then, within two (2) Business Days after notice from Euro Funding Agent
to ProLogis, Euro Borrowers shall prepay the Euro Committed Loans and/or Euro Borrowers shall
Cash Collateralize the Euro L/C Obligations in an aggregate amount sufficient to reduce the
Euro Equivalent of such Euro Total Outstandings as of such date of payment to an amount not to
exceed the Euro Aggregate Commitments then in effect, without regard to any minimum or
multiples specified in Section 8.1.2 with respect to prepayments. Subject to
Section 4.2.4, each such prepayment shall be applied to the Euro Committed Loans of
Euro Lenders in accordance with their respective Applicable Tranche Percentages.



ARTICLE V

YEN COMMITMENTS AND YEN CREDIT EXTENSION




     5.1 Yen Committed Loans. Subject to the terms and conditions set forth herein, each Yen
Lender severally agrees to make loans (each such loan, a “Yen Committed Loan”) to each Yen
Borrower, subject to Section 5.2, in Yen or in one or more Alternative Currencies of the
Yen Tranche from time to time, on any Business Day during the Initial Availability Period with
respect to such Yen Lender’s Initial Commitment, and during the Extended Availability Period with
respect to such Yen Lender’s Extended Commitment, as applicable, under the Yen Tranche, in an
aggregate amount not to exceed at any time outstanding the amount of such Yen Lender’s Yen
Commitment; provided that after giving effect to any Yen Committed Borrowing, (a) the Yen
Total Outstandings shall not exceed the Yen Aggregate Commitments, and (b) the Yen Credit Exposure
of any Yen Lender shall not exceed such Yen Lender’s Yen Commitment, provided further, that
any Yen Committed Loan denominated in Yen may only be made to a Yen Borrower organized under the
Laws of Japan, a Japan Property Fund, or ProLogis Japan Finance Incorporated (Delaware). Within
the limits of each Yen Lender’s Yen Commitment, Yen Borrowers may borrow under this
Section 5.1, prepay under Section 5.6, and reborrow under this Section 5.1.
Yen Committed Loans may be Base Rate Loans (if denominated in Dollars), ABR Rate Loans (if
denominated in Yen), or Eurocurrency Rate Loans, as further provided herein.



     5.2 Yen Fronting Loans.




     5.2.1 Yen Fronting Loans. Subject to the terms and conditions set forth in this
Section 5.2, upon a request for a Yen Committed Borrowing in an Alternative Currency
or to a Foreign Borrower in compliance with Section 5.1, each Fronting Lender agrees,
subject to the limitations set forth below, to fund its Fronting Portion of such Yen Committed
Borrowing in the requested currency on behalf of each applicable Yen Non-Qualified Lender with
respect to such Yen Committed Borrowing and in the amount of each such Yen Non-Qualified
Lender’s Applicable Tranche Percentage for such Yen



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Committed Loan (each a “Yen Fronting Loan”), notwithstanding the fact that such
Yen Fronting Loan, when aggregated with the Applicable Tranche Percentage of the Yen Credit
Exposure of such Fronting Lender may exceed the amount of such Fronting Lender’s Yen
Commitment; provided that (a) after giving effect to any Yen Fronting Loan, the
aggregate Dollar Equivalent amount of all Fronting Loans funded by such Fronting Lender shall
not exceed the Fronting Commitment of such Fronting Lender and (b) such Fronting Lender shall
not be a Yen Non-Qualified Lender with respect to such Yen Fronting Loan. Immediately upon
the making of a Yen Fronting Loan on behalf of a Yen Non-Qualified Lender, such Yen
Non-Qualified Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to,
purchase from such Fronting Lender a risk participation in one hundred percent (100%) of such
Yen Fronting Loan. The purchase of such risk participation in each Yen Fronting Loan by such
Yen Non-Qualified Lender shall satisfy such Yen Non-Qualified Lender’s funding requirements
under Section 5.1. Notwithstanding any other provision herein, no more than five (5)
Credit Extensions that utilize Yen Fronting Loans shall be made during any calendar month.




     5.2.2 Election of Fronting Lenders. Upon a request for a Yen Committed Borrowing
in accordance with Section 5.3 in an Alternative Currency or for a Foreign Borrower
with respect to which there are Yen Non-Qualified Lenders, there shall be a Fronting Lender
Election. If the Fronting Lenders based on the limitations set forth in the proviso to the
first sentence of Section 5.2.1 are unable to fund the entire requested Yen Fronting
Loan, then the applicable Yen Borrower may decrease the amount of the requested Yen Committed
Borrowing within one (1) Business Day after notice by Yen Funding Agent of such limitation.
If such Yen Borrower does not reduce its request for a Yen Committed Borrowing to an amount
equal to or less than the available Fronting Commitment subject to the limitation set forth
the proviso to the first sentence in Section 5.2.1, then the requested Yen Committed
Loan shall not be made by Yen Lenders.




     5.2.3 Refinancing of the Yen Fronting Loans.




(a) (i) On the Trigger Date, Yen Funding Agent shall notify each Yen
Non-Qualified Lender of its obligation to fund its participation in each
applicable Yen Fronting Loan. Each applicable Yen Non-Qualified Lender
shall make the amount of its participation in each applicable Yen Fronting
Loan specified in such notice available to Yen Funding Agent in Same Day
Funds for the account of the applicable Fronting Lender at Yen Funding
Agent’s Office for payments in the same currency as the applicable Yen
Fronting Loan not later than 1:00 p.m., Tokyo time, on the Business Day
specified in such notice.




         (ii) To the extent that a Yen Non-Qualified Lender that has a risk
participation in a Yen Fronting Loan assigns all or part of its interest in
such risk participation under Section 16.6 to a Yen Qualified Lender
for purposes of such Yen Fronting Loan, then such Yen Qualified Lender shall
make the amount of its assigned participation in such Yen Fronting Loan
available to Yen Funding Agent in Same Day Funds for the account of the
applicable Fronting Lender at Yen Funding Agent’s Office



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for payments in the same currency as the applicable Yen Fronting Loan
not later than 1:00 p.m., Tokyo time, on the third (3rd) Business
Day following the effective date of the assignment.




     (b) If any applicable Yen Lender fails to make available to any Fronting Lender
any amount required to be paid by such Yen Lender pursuant to the foregoing
provisions of this Section 5.2.3 by the time specified in
Section 5.2.3(a), the applicable Fronting Lender shall be entitled to
recover from such Yen Lender (acting through Yen Funding Agent), on demand, such
amount with interest thereon for the period from the date such payment is required
to the date on which such payment is immediately available to such Fronting Lender
at a rate per annum equal to the applicable Overnight Rate from time to time in
effect. A certificate of a Fronting Lender submitted to any applicable Yen Lender
(through Yen Funding Agent) with respect to any amount owing under this clause
(b) shall be conclusive absent manifest error.




     (c) Each applicable Yen Lender’s obligation to purchase and fund risk
participations in Yen Fronting Loans pursuant to this Section 5.2.3 shall be
absolute and unconditional and shall not be affected by any circumstance, including
(i) any setoff, counterclaim, recoupment, defense or other right which such Yen
Lender may have against the applicable Fronting Lender, any Yen Borrower or any
other Person for any reason whatsoever, (ii) the occurrence or continuance of a
Default, or (iii) any other occurrence, event or condition, whether or not similar
to any of the foregoing. No such funding of risk participations shall relieve or
otherwise impair the obligation of any Yen Borrower to repay any Fronting Lender,
together with interest as provided herein.




     (d) At any time after any Yen Lender has purchased and funded a risk
participation in a Yen Fronting Loan, if the applicable Fronting Lender receives any
payment on account of such Fronting Loan, such Fronting Lender will distribute to
such Yen Lender such payment (appropriately adjusted, in the case of interest
payments, to reflect the period of time during which such Yen Lender’s risk
participation was funded) in the same funds and currency as those received by the
applicable Fronting Lender.




     (e) If any payment received by any Fronting Lender (and paid to a Yen Lender)
in respect of principal or interest on any Yen Fronting Loan is required to be
returned by such Fronting Lender under any of the circumstances described in
Section 16.5 (including pursuant to any settlement entered into by such
Fronting Lender in its direction), such Yen Lender shall pay to such Fronting Lender
in the applicable currency of such Yen Fronting Loan the amount of such payment in
respect of such Yen Fronting Loan on demand of Yen Funding Agent, plus
interest thereon from the date of such demand to the date such amount is returned,
at a rate per annum equal to the applicable Overnight Rate. Yen Funding Agent will
make such demand upon the request of the applicable Fronting Lender. The
obligations of Yen Lenders under this clause shall survive the payment in full of
the Obligations and the termination of this Agreement.



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     5.2.4 Payments for Account of the applicable Fronting Lender. Notwithstanding
any other provision of this Agreement, until a Yen Lender funds its risk participation
pursuant to this Section 5.2 to refinance such Yen Lender’s applicable Yen Fronting
Loan, all payments made hereunder in respect of the portion of any Yen Committed Loans that
was funded in part by a Fronting Lender on behalf of such Yen Lender shall be solely for the
account of the applicable Fronting Lender.




     5.2.5 Defaulting Lender. Notwithstanding the foregoing, no Fronting Lender shall be
required to make a Yen Fronting Loan on behalf of a Yen Non-Qualified Lender that is a
Defaulting Lender at the time of the receipt by Yen Funding Agent of the applicable Yen
Committed Loan Notice. In addition, to the extent (a) a Yen Fronting Loan is outstanding,
(b) a Yen Non-Qualified Lender becomes a Defaulting Lender, and (c) the applicable Fronting
Lender makes a demand for repayment to the applicable Yen Borrower, then such Yen Borrower
shall repay such Yen Fronting Loan (i) on or before the earlier of (A) thirty (30) days
following receipt of such demand or (B) the fifth (5th) day following the last day
of the applicable Interest Period ending after receipt of such demand, or (ii) if no Interest
Period is in effect with respect to such Yen Fronting Loan, within ten (10) days following
receipt of such demand. If any such Yen Fronting Loan is not repaid in full on the last day
of an Interest Period (if applicable or required under clause (i)(B) above), subject
to Section 8.4.2, such Yen Fronting Loan shall bear interest at the Money Market Rate
plus the Applicable Margin until such payment is due hereunder.



     5.3 Yen Committed Borrowings, Conversions and Continuations of Yen Committed Loans.




     5.3.1 Procedures for Yen Committed Borrowings. Each Yen Committed Borrowing,
each conversion of Yen Committed Loans from one Type to the other, and each continuation of
Eurocurrency Rate Loans shall be made upon the requesting Yen Borrower’s irrevocable notice to
Yen Funding Agent, which may be given by telephone. Each such notice must be received by Yen
Funding Agent not later than 11:00 a.m., Tokyo time, (a) three (3) Business Days (five (5)
Business Days in the case of a Foreign Borrower) prior to the requested date of any Yen
Committed Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated
in Yen or of any conversion of Eurocurrency Rate Loans denominated in Yen to ABR Rate Loans,
(b) two (2) Business Days prior to the requested date of any conversion of Eurocurrency Rate
Loans denominated in Dollars to Base Rate Committed Loans, (c) four (4) Business Days (five
(5) Business Days in the case of a Foreign Borrower) prior to the requested date of any Yen
Committed Borrowing or continuation of Eurocurrency Rate Loans denominated in any Alternative
Currency, and (d) two (2) Business Days (five (5) Business Days in the case of a Foreign
Borrower) prior to the date of any Yen Committed Borrowing of Base Rate Committed Loans or ABR
Rate Loans. Each telephonic notice by the requesting Yen Borrower pursuant to this
Section 5.3 must be confirmed promptly by delivery to Yen Funding Agent of a written
Yen Committed Loan Notice, appropriately completed and signed by a Responsible Officer of such
Yen Borrower. Each Yen Committed Borrowing of, conversion to or continuation of Eurocurrency
Rate Loans shall be in a principal amount permitted by Section 8.1.1, and except as
provided in Sections 7.3, each Yen Committed Borrowing of or conversion to Base Rate
Committed Loans or ABR Rate Loans shall be in



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a principal amount permitted by Section 8.1.1. Each Yen Committed Loan Notice
(whether telephonic or written) shall specify (i) the jurisdiction of the applicable Yen
Borrower and whether such Borrower is a Foreign Borrower, (ii) whether the applicable Yen
Borrower is requesting a Yen Committed Borrowing, a conversion of Yen Committed Loans from one
Type to the other, or a continuation of Eurocurrency Rate Loans, (iii) the requested date of
the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day),
(iv) the principal amount of Yen Committed Loans to be borrowed, converted or continued,
(v) the Type of Yen Committed Loans to be borrowed or to which existing Yen Committed Loans
are to be converted, (vi) if applicable, the duration of the Interest Period with respect
thereto, and (vii) the currency of the Yen Committed Loans to be borrowed or converted. If
the requesting Yen Borrower fails to specify a currency in a Yen Committed Loan Notice
requesting a Yen Committed Borrowing, then the Yen Committed Loans so requested shall be made
in Yen. If the requesting Yen Borrower fails to specify a Type of Yen Committed Loan in a Yen
Committed Loan Notice or fails to give a timely notice requesting a conversion or
continuation, then (A) if the applicable Yen Committed Loans are denominated in Dollars, such
Yen Committed Loans shall be made as, or converted to, Base Rate Loans; (B) if the applicable
Yen Committed Loans are denominated in Yen, such Yen Committed Loans shall be made as, or
converted to, ABR Rate Loans; and (C) if the applicable Yen Committed Loans are denominated in
a currency other than Dollars or Yen, such Yen Committed Loans shall be made in the currency
requested or, in the case of a continuation, continued in the same currency, as Eurocurrency
Rate Loans with an Interest Period of one (1) month. Any automatic conversion to Base Rate
Loans or ABR Rate Loan, as applicable, shall be effective as of the last day of the Interest
Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the
requesting Yen Borrower requests a Borrowing of, conversion to, or continuation of
Eurocurrency Rate Loans in any such Yen Committed Loan Notice, but fails to specify an
Interest Period, it will be deemed to have specified an Interest Period of one (1) month. No
Yen Committed Loan may be converted into or continued as a Yen Committed Loan denominated in a
different currency, but instead must be repaid in the original currency of such Yen Committed
Loan and reborrowed in the other currency.




     5.3.2 Funding of Yen Committed Loans. Following receipt of a Yen Committed Loan
Notice, Yen Funding Agent shall promptly notify each Yen Lender of the amount (and currency)
of its Applicable Tranche Percentage of the applicable Yen Committed Borrowings, and if no
timely notice of a conversion or continuation is provided by the applicable Yen Borrower, Yen
Funding Agent shall notify each Yen Lender of the details of any automatic conversion to Base
Rate Loans or continuation of Yen Committed Loans denominated in a currency other than
Dollars, in each case as described in the preceding Section. In the case of a Yen Committed
Borrowing, each Yen Qualified Lender and the applicable Fronting Lender, if any, shall make
the amount of its Yen Committed Loan available to Yen Funding Agent in Same Day Funds at Yen
Funding Agent’s Office for the applicable currency not later than 12:00 noon, Tokyo time, in
the case of any Yen Committed Loan denominated in Yen, and not later than the Applicable Time
specified by Yen Funding Agent in the case of any Yen Committed Loan in an Alternative
Currency of the Yen Tranche, in each case on the Business Day specified in the applicable Yen
Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in



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Section 10.2 (and, if such Yen Committed Borrowing is the initial Credit
Extension, Section 10.1), Yen Funding Agent shall make all funds so received available
to the applicable Yen Borrower in like funds as received by Yen Funding Agent either by
(a) crediting the account of such Yen Borrower on the books of Yen Funding Agent with the
amount of such funds or (b) wire transfer of such funds, in each case in accordance with
instructions provided to (and reasonably acceptable to) Yen Funding Agent by the requesting
Yen Borrower; provided that if, on the date a Yen Committed Loan Notice with respect
to a Yen Committed Borrowing denominated in Yen is given by the requesting Yen Borrower, such
Yen Borrower has outstanding Yen L/C Borrowings, then the proceeds of such Yen Committed
Borrowing, first, shall be applied to the payment in full of such Yen L/C Borrowings,
and, second, shall be made available to the requesting Yen Borrower as provided above.




     5.3.3 Certain Continuations and Conversions. Except as otherwise provided
herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an
Interest Period for such Eurocurrency Rate Loan. During the existence of a Default, the Yen
Required Lenders may at their option, by notice to the Yen Borrowers (which notice may be
revoked at the option of Yen Required Lenders notwithstanding any provision of
Section 16.1) declare that (a) no Yen Committed Loans denominated in Yen or Dollars
may be requested as, converted to or continued as Eurocurrency Rate Loans, and (b) no Yen
Committed Loans denominated in any other Alternative Currency may be requested or continued as
Eurocurrency Rate Loans, other than as Eurocurrency Rate Loan with an Interest Period of one
(1) month.




     5.3.4 Notice of Rates. Yen Funding Agent shall promptly notify each applicable
Yen Borrower and Yen Lenders of the interest rate applicable to any Interest Period for
Eurocurrency Rate Loans upon determination of such interest rate. At any time that Base Rate
Loans are outstanding, Yen Funding Agent shall notify each applicable Yen Borrower and Yen
Lenders of any change in U.S. Funding Agent’s “prime rate” used in determining the Base Rate
for Yen Committed Loan denominated in Dollars promptly following the public announcement of
such change. At any time that ABR Rate Loans are outstanding, Yen Funding Agent shall notify
each applicable Yen Borrower and Yen Lenders of any change in Yen Funding Agent’s “prime rate”
used in determining the ABR Rate for Yen Committed Loans denominated in Yen promptly following
the public announcement of such change.




     5.3.5 Number of Interest Periods. After giving effect to all Yen Committed
Borrowings, all conversions of Yen Committed Loans from one Type to the other, and all
continuations of Yen Committed Loans as the same Type, there shall not be more than twenty
(20) Interest Periods in effect with respect to Yen Committed Loans.



     5.4 Yen Letters of Credit. Subject to the terms and conditions set forth herein, (a) each Yen
L/C Issuer agrees, in reliance upon the agreements of Yen Lenders set forth in this Section 5.4
and Article VII, (i) from time to time on any Business Day during the Extended
Availability Period, to issue Yen Letters of Credit denominated in Yen for the account of any Yen
Borrower or any Eligible Affiliate, and to amend or extend Yen Letters of Credit previously issued
by it, in accordance with Section 7.2, and (ii) to honor drawings under the applicable Yen
Letters of Credit; and (b) Yen



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Lenders severally agree to participate in Yen Letters of Credit issued for the account of any
Yen Borrower or any Eligible Affiliates and any drawings thereunder; provided that after
giving effect to any Yen L/C Credit Extension with respect to any Yen Letter of Credit, (x) the Yen
Total Outstandings shall not exceed the Yen Aggregate Commitments, (y) the Yen Credit Exposure of
any Yen Lender shall not exceed such Yen Lender’s Yen Commitment, and (z) the Yen Outstanding
Amount of the Yen L/C Obligations shall not exceed the Yen Letter of Credit Sublimit. Within the
foregoing limits, any Yen Borrower’s ability to obtain Yen Letters of Credit shall be fully
revolving, and accordingly each Yen Borrower may, during the foregoing period, obtain Yen Letters
of Credit to replace Yen Letters of Credit that have expired or that have been drawn upon and
reimbursed. All Yen Existing Letters of Credit shall be deemed to have been issued pursuant
hereto, and from and after the Closing Date shall be subject to and governed by the terms and
conditions hereof.



     5.5 Yen Prepayments.




     5.5.1 Prepayments of Yen Committed Loans. Each Yen Borrower may, upon notice to
Yen Funding Agent, at any time or from time to time voluntarily prepay Yen Committed Loans in
whole or in part without premium or penalty; provided that (a) such notice must be
received by Yen Funding Agent not later than 11:00 a.m., Tokyo time, (i) three (3) Business
Days prior to any date of prepayment of Eurocurrency Rate Loans, and (ii) one (1) Business Day
prior to any date of prepayment of Base Rate Committed Loans and ABR Rate Loans; and (b) any
prepayment of Yen Committed Loans shall be in a principal amount permitted by
Section 8.1.2, or, if less, the entire principal amount thereof then outstanding;
provided that if Yen Lenders have made any Yen Committed Loans pursuant to
7.3.2, then the applicable Yen Borrower may make a prepayment in any other amount so
long as, after giving effect thereto, the aggregate principal amount of all ABR Rate Loans is
in an integral multiple of ¥100,000,000. Each such notice shall specify the date and
amount of such prepayment and the Type(s) of Yen Committed Loans to be prepaid and, if
Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Yen Committed Loans.
Yen Funding Agent will promptly notify each Yen Lender of its receipt of each such notice,
and of the amount of such Yen Lender’s Applicable Tranche Percentage of such prepayment. If
such notice is given by such Yen Borrower, then such Yen Borrower shall make such prepayment
and the payment amount specified in such notice shall be due and payable on the date specified
therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued
interest on the amount prepaid, together with any additional amount required pursuant to
Section 9.5. Subject to Sections 5.2.4 and 8.8.3, each such
prepayment shall be applied to the Yen Committed Loans of Yen Lenders in accordance with their
respective Applicable Tranche Percentages.




     5.5.2 Prepayments due to Currency Fluctuations. Yen Funding Agent shall
calculate the Yen Equivalent of the Yen Total Outstandings on each Revaluation Date (but only
with respect to Eurocurrency Rate Loans denominated in an Alternative Currency). If on the
Revaluation Date that occurs on the first (1st) Business Day of each calendar
month, or such other times as Yen Funding Agent may determine in its reasonable discretion,
such calculation reflects that, as of such Revaluation Date, Yen Equivalent of the Yen Total
Outstandings exceeds an amount equal to one hundred and five percent (105%) of the Yen
Aggregate Commitments then in effect, then, within two (2) Business Days after notice of such
calculation from Yen Funding Agent to ProLogis, Yen Borrowers shall prepay the



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Yen Committed Loans and/or Yen Borrowers shall Cash Collateralize the Yen L/C Obligations
in an aggregate amount sufficient to reduce the Yen Equivalent of such Yen Total Outstandings
as of such date of payment to an amount not to exceed one hundred percent (100%) of the Yen
Aggregate Commitments then in effect, provided that solely for purposes of measuring
compliance with this Section 5.5.2, the amount of Cash Collateral delivered to
Collateral Agent under this Section 5.5.2 shall be deemed to have reduced the Yen
Total Outstandings. Subject to Section 5.2.4, each such prepayment shall be applied to
the Yen Committed Loans of Yen Lenders in accordance with their respective Applicable Tranche
Percentages.




     5.5.3 Other Prepayments. If, on any date other than the Initial Maturity Date,
the Yen Equivalent of the Yen Total Outstandings exceeds the Yen Aggregate Commitments then in
effect and such excess is not due to a currency exchange fluctuation covered under
Section 5.5.2, then, within two (2) Business Days after notice from Yen Funding Agent
to ProLogis, Yen Borrowers shall prepay the Yen Committed Loans and/or Yen Borrowers shall
Cash Collateralize the Yen L/C Obligations in an aggregate amount sufficient to reduce the Yen
Equivalent of such Yen Total Outstandings as of such date of payment to an amount not to
exceed the Yen Aggregate Commitments then in effect, without regard to any minimum or
multiples specified in Section 8.1.2 with respect to prepayments. Subject to
Section 5.2.4, each such prepayment shall be applied to the Yen Committed Loans of Yen
Lenders in accordance with their respective Applicable Tranche Percentages.



ARTICLE VI

KRW COMMITMENTS AND KRW COMMITTED LOANS




     6.1 KRW Committed Loans. Subject to the terms and conditions set forth herein, each KRW
Lender severally agrees to make loans (each such loan, a “KRW Committed Loan”) to each KRW
Borrower only in KRW from time to time, on any Business Day during the Initial Availability Period,
in an aggregate amount not to exceed at any time outstanding the amount of such KRW Lender’s KRW
Commitment; provided that after giving effect to any KRW Committed Borrowing, (a) the
aggregate KRW Outstanding Amounts of all KRW Committed Loans shall not exceed the KRW Aggregate
Commitments, and (b) the aggregate KRW Outstanding Amount of the KRW Committed Loans of any KRW
Lender shall not exceed such KRW Lender’s KRW Commitment. Within the limits of each KRW Lender’s
KRW Commitment, KRW Borrowers may borrow under this Section 6.1, prepay under
Section 6.3, and reborrow under this Section 6.1. KRW Committed Loans shall be KRW
Rate Loans.




     Notwithstanding the foregoing, no KRW Committed Loans shall be permitted to be made hereunder
until such time as Global Administrative Agent and KRW Funding Agent receive an opinion of counsel,
addressed to such Agents and each KRW Lender, as to such matters concerning each KRW Borrower and
the Loan Documents as Global Administrative Agent and KRW Funding Agent may reasonably request.



     6.2 Borrowings, Conversions and Continuations of KRW Committed Loans.




     6.2.1 Procedures for KRW Committed Borrowings. Each KRW Committed Borrowing
shall be made upon the requesting KRW Borrower’s irrevocable notice to KRW



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Funding Agent, which may be given by telephone. Each such notice must be received by KRW
Funding Agent not later than 11:00 a.m., Seoul time, three (3) Business Days prior to the
requested date of any KRW Committed Borrowing. Each telephonic notice by the requesting KRW
Borrower pursuant to this Section 6.2.1 must be confirmed promptly by delivery to KRW
Funding Agent of a written KRW Committed Loan Notice, appropriately completed and signed by a
Responsible Officer of the requesting KRW Borrower. Each KRW Committed Borrowing shall be in
a principal amount permitted by Section 8.1.1. Each KRW Committed Loan Notice
(whether telephonic or written) shall specify (a) the jurisdiction of the applicable KRW
Borrower and whether such Borrower is a Foreign Borrower, (b) the requested date of the KRW
Committed Borrowing (which shall be a Business Day), and (c) the principal amount of KRW
Committed Loans to be borrowed, converted or continued.




     6.2.2 Funding of KRW Committed Loans. Following receipt of a KRW Committed Loan
Notice, KRW Funding Agent shall notify each KRW Lender within one (1) Business Day of the
amount of its Applicable Tranche Percentage of the KRW Committed Borrowing and the applicable
KRW Borrower. In the case of a KRW Committed Borrowing, each KRW Lender shall make the amount
of its KRW Committed Loan available to KRW Funding Agent in Same Day Funds at KRW Funding
Agent’s Office for the applicable currency not later than 1:00 p.m., Seoul time, on the
Business Day specified in the applicable KRW Committed Loan Notice. Upon satisfaction of the
applicable conditions set forth in Section 10.2 (and, if such KRW Committed Borrowing
is the initial Credit Extension, Section 10.1), KRW Funding Agent shall make all funds
so received available to the applicable KRW Borrower in like funds as received by KRW Funding
Agent either by (a) crediting the account of such KRW Borrower on the books of KRW Funding
Agent with the amount of such funds or (b) wire transfer of such funds, in each case in
accordance with instructions provided to (and reasonably acceptable to) KRW Funding Agent by
the requesting KRW Borrower.



     6.3 Prepayments.




     6.3.1 Voluntary Prepayments. Each KRW Borrower may, upon notice to KRW Funding
Agent, at any time or from time to time voluntarily prepay KRW Committed Loans in whole or in
part without premium or penalty; provided that (a) such notice must be received by KRW
Funding Agent not later than 11:00 a.m., Seoul time, three (3) Business Days prior to any date
of prepayment and (b) any prepayment of KRW Rate Loans shall be in a principal amount
permitted by Section 8.1.2. Each such notice shall specify the date and amount of
such prepayment. KRW Funding Agent will notify each KRW Lender within one (1) Business Day of
its receipt of each such notice, and of the amount of such KRW Lender’s Applicable Tranche
Percentage of such prepayment. If such notice is given by such KRW Borrower, then such KRW
Borrower shall make such prepayment and the payment amount specified in such notice shall be
due and payable on the date specified therein. Any prepayment of a KRW Committed Loan shall
be accompanied by all accrued interest on the amount repaid. Each such prepayment shall be
applied to the KRW Committed Loans of KRW Lenders in accordance with their respective
Applicable Tranche Percentages.




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     6.3.2 Other Prepayments. If, on any date, the KRW Outstanding Amount exceeds the
KRW Aggregate Commitments then in effect, then, within two (2) Business Days after notice from
KRW Funding Agent to ProLogis, KRW Borrowers shall prepay the KRW Committed Loans in an
aggregate amount sufficient to reduce such KRW Outstanding Amount as of such date of payment
to an amount not to exceed the KRW Aggregate Commitments then in effect, without regard to any
minimum or multiples specified in Section 8.1.2 with respect to prepayments. Each such
prepayment shall be applied to the KRW Committed Loans of KRW Lenders in accordance with their
respective Applicable Tranche Percentages.



     6.4 Termination of KRW Commitments. Notwithstanding the foregoing, on the Initial Maturity
Date, the KRW Commitments of all KRW Lenders shall terminate and the KRW Outstanding Amount shall
be due and payable.



ARTICLE VII

GENERAL PROVISIONS APPLICABLE TO LETTERS OF CREDIT




     7.1 Limitations on Obligations to Issue Letters of Credit.




     7.1.1 Prohibited Issuances. No L/C Issuer shall issue any Letter of Credit, if:




     (a) subject to Section 7.2.3, the expiry date of such requested Letter
of Credit would occur more than twelve (12) months after the date of issuance or the
last extension thereof, unless the applicable Tranche Required Lenders have approved
such expiry date; or




     (b) the expiry date of such requested Letter of Credit would occur after the
Letter of Credit Expiration Date.




     7.1.2 Limitations on Obligations of L/C Issuers. No L/C Issuer shall be under
any obligation to issue any Letter of Credit if:




     (a) any order, judgment or decree of any Governmental Authority or arbitrator
shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such
Letter of Credit, or any Law applicable to such L/C Issuer or any request or
directive (whether or not having the force of law) from any Governmental Authority
with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C
Issuer refrain from, the issuance of letters of credit generally or such Letter of
Credit in particular or shall impose upon such L/C Issuer with respect to such
Letter of Credit any restriction, reserve or capital requirement (for which such L/C
Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or
shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was
not applicable on the Closing Date and which such L/C Issuer in good faith deems
material to it;




     (b) the issuance of such Letter of Credit would violate one or more policies of
such L/C Issuer;



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     (c) except as otherwise agreed by the applicable Funding Agent and the
applicable L/C Issuer, such Letter of Credit would be in an initial stated amount of
less than $100,000 for a U.S. Letter of Credit, Cdn$100,000 for Canadian Letters of
Credit, EUR 100,000 for a Euro Letter of Credit denominated in Euro, £100,000 for a
Euro Letter of Credit denominated in Sterling, and ¥100,000,000 for a Yen
Letter of Credit;




     (d) (i) with respect to the U.S. Letters of Credit, Canadian Letters of Credit,
and Yen Letters of Credit, such Letter of Credit is to be denominated in a currency
other than the Primary Currency of the applicable Tranche, and (ii) with respect to
the Euro Letters of Credit, such Letter of Credit is to be denominated in a currency
other than Euro or Sterling;




     (e) such Letter of Credit contains any provision for automatic reinstatement of
the stated amount after any drawing thereunder; or




     (f) any Applicable Tranche Lender has failed to fund any amount required under
Section 7.4.1 or 7.4.2, unless such failure has been cured, or is at
such time a Defaulting Lender, unless (i) such L/C Issuer has entered into
satisfactory arrangements with the applicable Borrower or such Applicable Tranche
Lender to eliminate such L/C Issuer’s risk with respect to such Lender, and/or (ii)
cash collateral has been provided by the applicable Borrowers in accordance with
Section 7.7.2.




     7.1.3 Limitations on Amendments. No L/C Issuer shall be under any obligation to
amend any Letter of Credit if (a) such L/C Issuer would have no obligation at such time to
issue such Letter of Credit in its amended form under the terms hereof, or (b) the beneficiary
of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.




     7.1.4 Authorization of L/C Issuers. Each L/C Issuer shall act on behalf of the
Applicable Tranche Lenders with respect to any Letters of Credit issued by it and the
documents associated therewith, and each L/C Issuer shall have all of the benefits and
immunities (a) provided to Agents in Article XV with respect to any acts taken or
omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or
proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully
as if the term “Agent” as used in Article XV included such L/C Issuer with respect to
such acts or omissions, and (b) as additionally provided herein with respect to such L/C
Issuer.



     7.2 Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of
Credit.




     7.2.1 Requests for Issuance or Amendment. Each Letter of Credit shall be issued
or amended, as the case may be, upon the request of any Borrower delivered to the applicable
L/C Issuer (with a copy to the applicable Funding Agent) in the form of a Letter of Credit
Application, appropriately completed and signed by a Responsible Officer of such



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Borrower. Such Letter of Credit Application must be received by the applicable L/C
Issuer and the applicable Funding Agent not later than 11:00 a.m., Applicable Time, at least
three (3) Business Days (or, in each case, such later date and time as such L/C Issuer and
such Funding Agent may both agree in a particular instance in their sole discretion) prior to
the proposed issuance date or date of amendment, as the case may be. In the case of a request
for an initial issuance of a Letter of Credit, the applicable Letter of Credit Application
shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer: (a) the
proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (b)
the amount thereof; (c) the expiry date thereof; (d) the name and address of the beneficiary
thereof; (e) the documents to be presented by such beneficiary in case of any drawing
thereunder; (f) the full text of any certificate to be presented by such beneficiary in case
of any drawing thereunder; and (g) such other matters as the applicable L/C Issuer may
reasonably require. In the case of a request for an amendment of any outstanding Letter of
Credit, such Letter of Credit Application shall specify in form and detail reasonably
satisfactory to the applicable L/C Issuer: (i) the Letter of Credit to be amended; (ii) the
proposed date of amendment thereof (which shall be a Business Day); (iii) the nature of the
proposed amendment; and (iv) such other matters as the applicable L/C Issuer may reasonably
require. Additionally, the requesting Borrower shall furnish to the applicable L/C Issuer and
the applicable Funding Agent such other documents and information pertaining to such requested
Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or
Funding Agent may reasonably require.




     7.2.2 Issuance Procedures. Promptly after receipt of any Letter of Credit
Application, the applicable L/C Issuer will confirm with the applicable Funding Agent (by
telephone or in writing) that such Funding Agent has received a copy of such Letter of Credit
Application from the requesting Borrower and, if not, such L/C Issuer will provide such
Funding Agent with a copy thereof. Unless such L/C Issuer has received written notice from
Global Administrative Agent, the applicable Funding Agent, or any Credit Party, at least one
(1) Business Day prior to the requested date of issuance or amendment of a Letter of Credit,
that one or more applicable conditions contained in Article X shall not then be
satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the
requested date, issue a Letter of Credit for the account of the requesting Borrower (or the
applicable Eligible Affiliate) or enter into the applicable amendment, as the case may be, in
each case in accordance with such L/C Issuer’s usual and customary business practices.
Immediately upon the issuance of each Letter of Credit, each Applicable Tranche Lender shall
be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the
applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the
product of such Lender’s Applicable Tranche Percentage times the amount of such Letter
of Credit.




     7.2.3 Auto-Extension Letters of Credit. If any Borrower so requests in a Letter
of Credit Application, the applicable L/C Issuer may, in its sole and absolute discretion,
agree to issue a Letter of Credit that has automatic extension provisions (each, an
“Auto-Extension Letter of Credit”); provided that any Auto-Extension Letter of
Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve
(12) month period (commencing with the date of issuance of such Letter of Credit) by giving
prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice




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Date”) in each such twelve (12) month period to be agreed upon at the time such
Letter of Credit is issued. Unless otherwise directed by such L/C Issuer, the applicable
Borrower shall not be required to make a specific request to such L/C Issuer for any such
extension. Once an Auto-Extension Letter of Credit has been issued, the Applicable Tranche
Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to
permit the extension of such Letter of Credit at any time to an expiry date not later than the
Letter of Credit Expiration Date; provided that such L/C Issuer shall not permit any
such extension if (a) such L/C Issuer has determined that it would not be permitted, or would
have no obligation, at such time to issue such Letter of Credit in its revised form (as
extended) under the terms hereof (by reason of the provisions of Section 7.1.1(a) or
Section 7.1.1(b) or otherwise), or (b) it has received notice (which may be by
telephone or in writing) on or before the day that is five (5) Business Days before the
Non-Extension Notice Date (1) from Global Administrative Agent or the applicable Funding
Agent, that the applicable Tranche Required Lenders have elected not to permit such extension
or (2) from Global Administrative Agent, the applicable Funding Agent, or any Credit Party
that one or more of the applicable conditions specified in Section 10.2 is not then
satisfied, and in each such case directing such L/C Issuer not to permit such extension.




     7.2.4 Notice of Issuance. Promptly after its delivery of any Letter of Credit or
any amendment to a Letter of Credit to an advising bank with respect thereto or to the
beneficiary thereof, the applicable L/C Issuer will also deliver to the applicable Borrower
and the applicable Funding Agent a true and complete copy of such Letter of Credit or
amendment.



     7.3 Drawings and Reimbursements; Funding of Participations.




     7.3.1 Procedures Upon Drawing. Upon receipt from the beneficiary of any Letter
of Credit of any notice of a drawing under such Letter of Credit, the applicable L/C Issuer
shall notify the applicable Borrower and the applicable Funding Agent thereof. Not later than
10:00 a.m., Applicable Time, on the date of any payment by an L/C Issuer under a Letter of
Credit (each such date, an “Honor Date”), the applicable Borrower shall reimburse such
L/C Issuer through the applicable Funding Agent in an amount (in the same currency in which
such payment was made) equal to the amount of such drawing. If the applicable Borrower fails
to so reimburse an L/C Issuer by such time, the applicable Funding Agent shall promptly notify
each Applicable Tranche Lender of the Honor Date, the amount of the unreimbursed drawing (the
“Unreimbursed Amount”), and the amount of such Applicable Tranche Lender’s Applicable
Tranche Percentage thereof. In such event, the applicable Borrower shall be deemed to have
requested a Committed Borrowing of the Specified Type (as defined below) to be disbursed on
the first (1st) Business Day after the Honor Date in an amount equal to the
Unreimbursed Amount, without regard to the minimum and multiples specified elsewhere in this
Agreement for the principal amount of a Committed Borrowing, but subject to the amount of the
unutilized portion of the Aggregate Tranche Commitment and the conditions set forth in
Section 10.2 (other than the delivery of a Committed Loan Notice). To the extent that
any Unreimbursed Amount under the Euro Tranche is in Sterling and there are Euro Non-Qualified
Lenders with respect to Sterling, then Euro Funding Agent may elect a Fronting Lender in
accordance with Section 4.2 on behalf of the applicable Euro Borrower (which hereby
irrevocably



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authorizes Euro Funding Agent to so elect on its behalf); provided that to the
extent that there are no available Fronting Lenders, then such portion of the Unreimbursed
Amount shall be converted to Euro based on the Euro Equivalent amount of such portion and
refinanced as a Eurocurrency Rate Loan in Euro with an Interest Period of one (1) month. Any
notice given by an L/C Issuer or a Funding Agent pursuant to this Section 7.3.1 may be
given by telephone if immediately confirmed in writing; provided that the lack of such
an immediate confirmation shall not affect the conclusiveness or binding effect of such
notice. For purposes of the foregoing, “Specified Type” means (a) with respect to the
U.S. Tranche, Base Rate Loans; (b) with respect to the Canadian Tranche and the Yen Tranche,
ABR Rate Loans; and (c) with respect to the Euro Tranche, a Eurocurrency Rate Loan with an
Interest Period of one (1) month.




     7.3.2 Reimbursement via Committed Borrowing. Each Applicable Tranche Lender (or,
in the case of a Euro Letter of Credit, each Euro Qualified Lender and each applicable
Fronting Lender) shall upon receipt of any notice pursuant to Section 7.3.1 make funds
available to the applicable Funding Agent for the account of the applicable L/C Issuer, in the
applicable currency of the applicable Letter of Credit, at such Funding Agent’s Office in an
amount equal to each such Applicable Tranche Lender’s Applicable Tranche Percentage (or, in
the case of a Euro Letter of Credit, each Euro Qualified Lender’s Applicable Tranche
Percentage and each applicable Fronting Lender’s Euro Fronting Loan) of the Unreimbursed
Amount not later than 12:00 noon, Applicable Time, on the Business Day specified in such
notice by such Funding Agent, whereupon, subject to the provisions of Section 7.3.3,
each Applicable Tranche Lender (or in the case of a Euro Letter of Credit, the Euro Qualified
Lender and the Fronting Lender) that so makes funds available shall be deemed to have made a
Committed Loan to the applicable Borrower in such amount. The applicable Funding Agent shall
remit the funds so received to the applicable L/C Issuer.




     7.3.3 L/C Borrowings. With respect to any Unreimbursed Amount that is not fully
refinanced by a Committed Borrowing because the conditions set forth in Section 10.2
cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have
incurred from the applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed
Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand
(together with interest), in the currency in which payment was made under the applicable
Letter of Credit and shall bear interest at the Default Rate for the applicable Specified
Type; provided that to the extent that a Euro L/C Borrowing is in Sterling and there
are Euro Non-Qualified Lenders with respect to Sterling, then the aggregate amount of the Euro
L/C Borrowing shall be converted to Euro based on the Euro Equivalent amount of such Euro L/C
Borrowing and shall bear interest at the Default Rate for a Eurocurrency Rate Loan with an
Interest Period of one (1) month. In such event, each applicable Lender’s payment to the
applicable Funding Agent for the account of such L/C Issuer pursuant to this
Section 7.3.3 shall be deemed payment in respect of its participation in such L/C
Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its
participation obligation under this Section 7.3.




     7.3.4 Interest Prior to Lender Payments. Until an Applicable Tranche Lender
(and, in the case of the Euro Tranche, a Fronting Lender) funds its Committed Loan or L/C



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Advance pursuant to this Section 7.3 to reimburse the applicable L/C Issuer for
any amount drawn under any Letter of Credit, interest in respect of the Committed Loan or L/C
Advance to be made by such Applicable Tranche Lender (or such Fronting Lender) shall be solely
for the account of such L/C Issuer.




     7.3.5 Lender Obligations Unconditional. Each Applicable Tranche Lender’s (and,
if applicable, Fronting Lender’s) obligation to make Committed Loans or L/C Advances or to
purchase risk participations in Fronting Loans in order to reimburse the applicable L/C Issuer
for amounts drawn under Letters of Credit, as contemplated by this Section 7.3, shall
be absolute and unconditional and shall not be affected by any circumstance, including: (a)
any setoff, counterclaim, recoupment, defense or other right which such Lender may have
against such L/C Issuer, any Borrower, any Eligible Affiliate or any other Person for any
reason whatsoever; (b) the occurrence or continuance of a Default, or (c) any other
occurrence, event or condition, whether or not similar to any of the foregoing;
provided that each such Person’s obligation to make Committed Loans pursuant to this
Section 7.3 is subject to the conditions set forth in Section 10.2 (other than
delivery by the applicable Borrower of a Committed Loan Notice). No such making of an L/C
Advance shall relieve or otherwise impair the obligation of the applicable Borrower to
reimburse the applicable L/C Issuer for the amount of any payment made by such L/C Issuer
under any Letter of Credit, together with interest as provided herein.




     7.3.6 Interest on Overdue Amounts. If any Applicable Tranche Lender (or, in the
case of the Euro Tranche, Fronting Lender) fails to make available directly to the applicable
Funding Agent for the account of the applicable L/C Issuer any amount required to be paid by
such Lender (or Fronting Lender) pursuant to the foregoing provisions of this
Section 7.3 by the time specified in Section 7.3.2, such L/C Issuer shall be
entitled to recover from such Person (acting through the applicable Funding Agent), on demand,
such amount with interest thereon for the period from the date such payment is required to the
date on which such payment is immediately available to such L/C Issuer at a rate per annum
equal to the applicable Overnight Rate from time to time in effect. A certificate of an L/C
Issuer submitted to any Lender (through the applicable Funding Agent) with respect to any
amount owing under this Section 7.3.6 shall be conclusive absent manifest error.



     7.4 Repayment of Participations.




     7.4.1 Payments by L/C Issuers. At any time after an L/C Issuer has made a
payment under any Letter of Credit and has received from any Applicable Tranche Lender (or, in
the case of the Euro Tranche, any Fronting Lender) such Person’s L/C Advance in respect of
such payment in accordance with Section 7.3, if the applicable Funding Agent receives
for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount
or interest thereon (whether directly from the applicable Borrower or otherwise, including
proceeds of Cash Collateral of the applicable Tranche applied thereto by the applicable
Funding Agent), the applicable Funding Agent will distribute to such Applicable Tranche Lender
(or Fronting Lender) its Applicable Tranche Percentage (or other appropriate percentage)
thereof (appropriately adjusted, in the case of interest payments, to reflect the period of
time during which such Person’s L/C Advance was outstanding) in the same funds as those
received by the applicable Funding Agent.



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     7.4.2 Disgorgement. If any payment received by the applicable Funding Agent for
the account of any L/C Issuer pursuant to Section 7.4.1 is required to be returned
under any of the circumstances described in Section 16.5 (including pursuant to any
settlement entered into by such L/C Issuer in its discretion), each Applicable Tranche Lender
(and, in the case of the Euro Tranche, each applicable Euro Funding Agent) shall pay to the
applicable Funding Agent for the account of such L/C Issuer its Applicable Tranche Percentage
(or other appropriate percentage) thereof on demand of the applicable Funding Agent (in each
case in currency in which such payment originally was made), plus interest thereon
from the date of such demand to the date such amount is returned by such Applicable Tranche
Lender (or Euro Funding Agent), at a rate per annum equal to the applicable Overnight Rate
from time to time in effect.




     7.4.3 Survival. The obligations of the Lenders (and the Euro Funding Agents),
the L/C Issuers and the Fronting Lenders under this Section 7.4 shall survive the
payment in full of the Obligations and the termination of this Agreement.



     7.5 Borrower Obligations Absolute. The obligation of each Borrower to reimburse the
applicable L/C Issuer for each drawing under each Letter of Credit issued by such L/C Issuer for
the account of such Borrower and to repay each L/C Borrowing incurred by such Borrower shall be
absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of
this Agreement under all circumstances, including the following:




     (a) any lack of validity or enforceability of such Letter of Credit, this
Agreement, or any other Loan Document;




     (b) the existence of any claim, counterclaim, setoff, defense or other right
that any Borrower or any Eligible Affiliate may have at any time against any
beneficiary or any transferee of such Letter of Credit (or any Person for whom any
such beneficiary or any such transferee may be acting), any L/C Issuer or any other
Person, whether in connection with this Agreement, the transactions contemplated
hereby or by such Letter of Credit or any agreement or instrument relating thereto,
or any unrelated transaction;




     (c) any draft, demand, certificate or other document presented under such
Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any
respect or any statement therein being untrue or inaccurate in any respect; or any
loss or delay in the transmission or otherwise of any document required in order to
make a drawing under such Letter of Credit;




     (d) any payment by the L/C Issuer under such Letter of Credit against
presentation of a draft or certificate that does not strictly comply with the terms
of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of
Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession,
assignee for the benefit of creditors, liquidator, receiver or other representative
of or successor to any beneficiary or any transferee of such Letter of Credit,
including any arising in connection with any proceeding under any Debtor Relief Law;
or



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     (e) any other circumstance or happening whatsoever, whether or not similar to
any of the foregoing, including any other circumstance that might otherwise
constitute a defense available to, or a discharge of, any Borrower or any Eligible
Affiliate.




Each Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto
that is delivered to it and, in the event of any claim of noncompliance with such Borrower’s
instructions or other irregularity, such Borrower will promptly notify such L/C Issuer. Each
Borrower shall be conclusively deemed to have waived any such claim against any L/C Issuer and its
correspondents unless such notice is given as aforesaid.



     7.6 Role of L/C Issuer. Each Lender and each Borrower agree that, in paying any drawing under
a Letter of Credit, no L/C Issuer shall have any responsibility to obtain any document (other than
any sight draft, certificates and documents expressly required by such Letter of Credit) or to
ascertain or inquire as to the validity or accuracy of any such document or the authority of the
Person executing or delivering any such document. No L/C Issuer or Agent or any of their
respective Related Parties or any correspondent, participant or assignee of any L/C Issuer shall be
liable to any Lender for (a) any action taken or omitted in connection herewith at the request or
with the approval of all Lenders, all Applicable Tranche Lenders, the applicable Tranche Required
Lenders, or the Required Lenders, as applicable; (b) any action taken or omitted in the absence of
gross negligence or willful misconduct; or (c) the due execution, effectiveness, validity or
enforceability of any document or instrument related to any Letter of Credit or Issuer Document.
Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee
with respect to its use of any Letter of Credit; provided that this assumption is not
intended to, and shall not, preclude any Borrower pursuing such rights and remedies as it may have
against the beneficiary or transferee at law or under any other agreement. No L/C Issuer or Agent
or any of their respective Related Parties or any correspondent, participant or assignee of any L/C
Issuer shall be liable or responsible for any of the matters described in clauses (a)
through (e) of Section 7.5; provided that anything in such clauses to the
contrary notwithstanding, a Borrower may have a claim against an L/C Issuer, and such L/C Issuer
may be liable to such Borrower, to the extent, but only to the extent, of any direct, as opposed to
consequential or exemplary, damages suffered by such Borrower which it proves were caused by such
L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay
under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and
certificate(s) strictly complying with the terms and conditions of such Letter of Credit. In
furtherance and not in limitation of the foregoing, any L/C Issuer may accept documents that appear
on their face to be in order, without responsibility for further investigation, regardless of any
notice or information to the contrary, and no L/C Issuer shall be responsible for the validity or
sufficiency of any instrument transferring or assigning or purporting to transfer or assign a
Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part,
which may prove to be invalid or ineffective for any reason.



     7.7 Cash Collateral.




          7.7.1 Certain Cash Collateral.
Upon the request of the applicable Funding Agent or Required Lenders (for purposes of
clause (a) below) or the applicable Tranche Required Lenders (for purposes of clause
(b) below), (a)
during the existence of an Event of Default, (b) if, as of the Initial Maturity Date, (i) any
Canadian L/C Obligation remains outstanding and has not



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been transferred to the U.S. Tranche
pursuant to Section 3.5, or (ii) the L/C Obligations under any Tranche exceeds the Letter
of Credit Sublimit for such Tranche, or (c) if, as of the Extended Maturity Date, any L/C
Obligations under the Available Tranches for any reason remains outstanding, the applicable
Borrower shall, in each case, promptly Cash Collateralize in the then Outstanding Amount of all L/C
Obligations of such Borrower under each applicable Available Tranche, in each case in the same
currency as the applicable L/C Obligations; provided, that if such Cash Collateralization
is required under clause (b)(ii) above, then such Borrower shall only be required to Cash
Collateralize the L/C Obligations that exceed the applicable Letter of Credit Sublimit.




          7.7.2 Cash Collateral and Defaulting Lender.
If any L/C Obligation under any Tranche exists at the time a Lender is a Defaulting Lender,
the applicable Borrower shall, within one (1) Business Day of delivery of written notice by the
applicable Funding Agent, Cash Collateralize the amount of the Defaulting Lender’s Applicable
Tranche Percentage of the L/C Obligations under such Tranche. If a Borrower is required to provide
an amount of cash collateral pursuant to this Section 7.7.2, such cash collateral shall be
released and promptly returned to such Borrower from time to time to the extent the amount
deposited shall exceed the Defaulting Lender’s Applicable Tranche Percentage of the L/C Obligations
under such Tranche or if such Lender ceases to be a Defaulting Lender.




          7.7.3 Lien on Cash Collateral.
This Agreement sets forth certain additional requirements to deliver Cash Collateral. Each
Borrower hereby grants to Collateral Agent a security interest (subject to the Security Agency
Agreement) in all such cash, all deposit accounts into which such cash is deposited, all balances
in such accounts and all proceeds of the foregoing. Cash Collateral shall be maintained in
blocked, interest bearing deposit accounts with the applicable Funding Agent (acting as an agent
for Collateral Agent).



     7.8 Applicability of ISP. Unless otherwise expressly agreed by the applicable L/C Issuer and
the applicable Borrower when a Letter of Credit is issued (including any such agreement applicable
to an Existing Letter of Credit), the rules of the ISP shall apply to each Letter of Credit.



     7.9 Letter of Credit Fees. ProLogis shall (or shall cause the applicable Borrower to) pay to
the applicable Funding Agent for the account of each Applicable Tranche Lender in accordance with
its Applicable Tranche Percentage, in the Primary Currency for the applicable Tranche, a Letter of
Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable
Margin as in effect from time to time multiplied by the daily Relevant Equivalent (as
defined below) amount available to be drawn under such Letter of Credit. Letter of Credit Fees
shall be (a) computed on a quarterly basis in arrears and (b) due and payable on the last Business
Day of each March, June, September and December, on the last day of the Initial Availability Period
for the Canadian Letters of Credit, on the Letter of Credit Expiration Date for all other Letters
of Credit, and thereafter on demand. Notwithstanding anything to the contrary contained herein,
upon the request of the Tranche Required Lenders, while any Event of Default exists, all Letter of
Credit Fees shall accrue at the
Default Rate. For purposes of the foregoing and of Section 7.10, “Relevant
Equivalent” means (i) in the case of the U.S. Letters of Credit, the Dollar Equivalent, (ii) in
the case of the Canadian Letters of Credit, Canadian Dollars, (iii) in the case of the Euro Letters
of Credit, the Euro Equivalent, and (iv) in the case of the Yen Letters of Credit, the Yen
Equivalent. Notwithstanding the foregoing or any other provision of this Agreement, ProLogis shall
not be required to pay any Letter of Credit Fee to any Lender for any period during which such
Lender is a Defaulting Lender.



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     7.10 Fronting Fee and Documentary and Processing Charges Payable to each L/C Issuer. ProLogis
shall pay directly to the applicable L/C Issuer of each Letter of Credit for its own account, in
the Primary Currency of the Tranche under which such Letter of Credit was issued, a fronting fee at
the rate per annum of 0.25% computed on the Relevant Equivalent (as defined in Section 7.9)
of the daily amount available to be drawn under such Letter of Credit on a quarterly basis in
arrears. Such fronting fee shall be due and payable on the last Business Day of each March, June,
September and December in respect of the most recently-ended quarterly period (or portion thereof,
in the case of the first payment), on the last day of the Initial Availability Period for the
Canadian Letters of Credit, on the Letter of Credit Expiration Date for all other Letters of
Credit, and thereafter on demand. In addition, ProLogis shall pay directly to the applicable L/C
Issuer for its own account, in Primary Currency of the Tranche under which the applicable Letter of
Credit was issued, the customary issuance, presentation, amendment, extension and other processing
fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as
from time to time in effect; provided that the total amount of all such fees shall not
exceed a Dollar Equivalent amount of $1,500 for any Letter of Credit. Such customary fees and
standard costs and charges are due and payable ten (10) Business Days after demand and are
nonrefundable.



     7.11 Conflict with Issuer Documents. In the event of any conflict between the terms hereof
and the terms of any Issuer Document, the terms hereof shall control.



     7.12 Letters of Credit Issued for Eligible Affiliate. Notwithstanding that a Letter of Credit
is in support of obligations of, or is for the account of, an Eligible Affiliate, the requesting
Borrower shall be obligated to reimburse the applicable L/C Issuer hereunder for any and all
drawings under such Letter of Credit. Each Borrower acknowledges that the issuance of any Letter
of Credit requested by such Borrower for the account of an Eligible Affiliate inures to the benefit
of such Borrower. Notwithstanding the foregoing, a Foreign Borrower under any Tranche or a
Canadian Borrower under any Tranche (other than the Canadian Tranche) shall not be the letter of
credit applicant with respect to any Letter of Credit.




     7.13 U.S. Bond L/Cs. Notwithstanding any provision to the contrary set forth in this
Article VII:




     7.13.1 Terms and Conditions of U.S. Bond L/Cs. (a) U.S. Bond L/Cs shall be subject to
the terms and conditions of this Agreement and applicable Law; provided that (i) a U.S.
Bond L/C may have an expiration date later than twelve (12) months from the date of issuance, so
long as such date is not later than the Letter of Credit Expiration Date; and (ii) the terms of
each U.S. Bond L/C (A) must be acceptable to the applicable U.S. L/C Issuer and U.S. Funding Agent,
(B) subject to the provisions of Section 7.13.2 and 7.13.3, may provide for the
reinstatement of drawn portions of the U.S. Bond L/C, whether or not reimbursement has been
received (which may have the effect of increasing the amount of the applicable Borrower’s
reimbursement
obligations under such U.S. Bond L/C), (C) may provide for automatic extensions thereof, so
long as such terms comply with the auto extension provisions set forth in Section 7.13.3
hereof, and (D) may contain provisions whereby the applicable U.S. L/C Issuer is granted certain
rights in collateral and voting rights under the related Bond Documents, which rights are expressly
assigned by the applicable U.S. L/C Issuer to Collateral Agent for the benefit of Lenders pursuant
to Section 7.13.4 herein.



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       (b) Any Borrower may request that a U.S. L/C Issuer issue a U.S. Bond L/C by providing at
least thirty (30) days prior written notice of such request to the applicable U.S. L/C Issuer, and
by delivering a certificate at least thirty (30) days prior to the issuance of any U.S. Bond L/C to
U.S. Funding Agent certifying that, after giving effect to the issuance of any such Bonds and,
without duplication, any Debt incurred by any Company with respect thereto, no Default exists or
would result after giving effect thereto.




     7.13.2 Reduction and Reinstatement of U.S. Bond L/Cs. In the event that the proceeds
of any drawing under any U.S. Bond L/C are used to pay the purchase price of Bonds tendered or
deemed tendered by the owner thereof pursuant to the related Bond Documents (such drawing,
including the drawing of any accrued interest on the tendered Bonds, a “Bond Purchase
Drawing”), then the stated amount of such U.S. Bond L/C will be temporarily reduced by the
amount of such drawing, subject to automatic reinstatement (whether or not reimbursement for any
drawings thereunder has been received or the conditions set forth in Sections 7.1.1 and
7.1.2 have been satisfied, and without further approval from Lenders) pursuant to the
provisions of the applicable U.S. Bond L/C by an amount equal to the Bond Purchase Drawing, so long
as (a) the applicable U.S. L/C Issuer (or Collateral Agent, as assignee of such U.S. L/C Issuer)
has been properly accounted for on the securities depository’s records as the beneficial owner of
such Bonds purchased with the proceeds (or portion thereof) of the U.S. Bond L/C, or (b) such Bonds
have been delivered to the appropriate custodian and registered as directed by such L/C Issuer (or
Collateral Agent, as assignee of such U.S. L/C Issuer), or (c) to the extent provided for in the
applicable U.S. Bond L/C, such Bonds have been remarketed in accordance with the terms of the
applicable Bond Documents and released by the applicable U.S. L/C Issuer; provided, that if
the repurchased Bonds are not transferred to such U.S. L/C Issuer (or Collateral Agent, as assignee
of such U.S. L/C Issuer) pursuant to clause (a) or (b) or remarketed pursuant to
clause (c) above, then the applicable U.S. L/C Issuer shall notify Global Administrative
Agent (which shall subsequently notify Lenders) of such failure. Unless otherwise directed by U.S.
Required Lenders, the applicable U.S. L/C Issuer shall then deliver notice to the applicable
Trustee prior to the fifth (5th) Business Day after the applicable Bond Purchase Drawing
that the amount of such drawing will not be reinstated, if the applicable Bond Documents permit
such notice; otherwise, the U.S. L/C Issuer may send notice of an event of default and a direction
to cause a redemption of the applicable Bonds.




     7.13.3 Interest Payments. If the interest portion of any U.S. Bond L/C is drawn by the
applicable Trustee to make scheduled interest payments on the outstanding principal amount of the
Bonds, then the stated amount of such U.S. Bond L/C will be temporarily reduced by the amount of
such drawing, subject to automatic reinstatement of the interest portion of such U.S. Bond L/C
(whether or not reimbursement for any drawings thereunder has been received or the conditions set
forth in Sections 7.1.1 and 7.1.2 have been satisfied, and without further approval
from U.S. Lenders) pursuant to the provisions of the applicable U.S. Bond L/C. Subject to
compliance with Section 2.4 herein, the stated amount of the related U.S. Bond L/C may
be increased as required by the related Bond Documents (to reflect an increase in the maximum rate
of interest or number of days of accrued interest covered by such U.S. Bond L/C or otherwise).




     7.13.4 Liens and Security Interests under Bond Documents. All liens and security
interests securing reimbursement obligations and other obligations owed to the applicable U.S. L/C
Issuer of any U.S. Bond L/C under the related Bond Documents (including any U.S. L/C



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Borrowing),
any rights in and to any Bonds or other certificates of indebtedness issued to such L/C Issuer
under the related Bond Documents, and any voting rights or other rights created in favor of such
L/C Issuer under or pursuant to or in connection with any related Bond Documents (collectively, the
“Bond Rights”), now or hereafter existing in favor of such L/C Issuer, are hereby assigned
and conveyed by the applicable U.S. L/C Issuer to Collateral Agent for the ratable benefit of U.S.
Lenders. Notwithstanding anything to the contrary set forth in any U.S. Bond L/C, any Bonds or
certificates of indebtedness purchased from the owner thereof by the applicable Trustee with funds
received pursuant to a drawing under any U.S. Bond L/C shall be registered in the name of
Collateral Agent and shall be delivered to or held by Collateral Agent or such other entity as may
be specified by the applicable L/C Issuer and approved by Collateral Agent in a written instrument
delivered to the applicable Trustee, for the benefit of the applicable L/C Issuer, Collateral
Agent, and the other U.S. Lenders. Each L/C Issuer of a U.S. Bond L/C agrees to execute all such
other assignments, conveyances, financing statements, and other documents required by Collateral
Agent to effect the requirements of this Section 7.13.4; provided that, U.S.
Lenders, Collateral Agent, and such U.S. L/C Issuer agree that in the event any Bonds or
certificates of indebtedness are issued to such U.S. L/C Issuer (or Collateral Agent as the
assignee of such U.S. L/C Issuer) as a result of a drawing by the applicable Trustee under the
U.S. Bond L/C for which such U.S. L/C Issuer is not immediately reimbursed, and subsequently the
Bonds are remarketed and such U.S. L/C Issuer is reimbursed for all amounts so advanced (which
reimbursement may be a repayment of any Loan disbursed by U.S. Lenders as payment of the related
U.S. Letter of Credit reimbursement obligations under Section 7.3.2 or a repayment of an
U.S. L/C Borrowing), then any Bonds or certificates of indebtedness shall be released by Collateral
Agent and delivered to such Trustee without any further authorization from U.S. Lenders or such
U.S. L/C Issuer.




     7.13.5 Discretion to Exercise Rights. To the extent rights (including voting rights,
rights to provide notice and elect remedies, and rights to approve waivers, consents, or amendments
of the related Bond Documents) are created in favor of the U.S. L/C Issuer of any U.S. Bond L/C,
such rights (other than ministerial, non discretionary rights) may only be exercised with the
consent, or in accordance with the directions, of the U.S. Required Lenders.




     7.13.6 Conflict. In the event of any conflict between the terms and provisions of this
Section 7.13 relating to U.S. Bond L/Cs and the terms and provisions of any Loan Documents
relating to U.S. Letters of Credit (other than U.S. Bond L/Cs), the terms and provisions of this
Section 7.13 shall control.



ARTICLE VIII

GENERAL PROVISIONS APPLICABLE TO LOANS




     8.1 Minimum Amounts for Committed Borrowings, Conversions or Continuations and Prepayments.




     8.1.1 Borrowing, Conversion, Continuation Amounts. Any Committed Borrowing,
conversion, or continuation under an Available Tranche in any of the following currencies
shall be in the following principal amounts: (a) for Committed Borrowings of, conversions to
or continuations of Loans denominated in Dollars, $1,000,000 or any higher whole multiple of
$100,000, (b) for Committed Borrowings of, conversions to or



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continuation of Loans denominated
in Euro, EUR 1,000,000 or any higher whole multiple of EUR 100,000, (c) for Committed
Borrowings of, conversions to or continuations of Loans denominated in Sterling,
£1,000,000 or any higher whole multiple of £100,000, (d) for Committed
Borrowings of, conversions to or continuations of Loans denominated in Yen, any whole multiple
of ¥100,000,000, (e) for Committed Borrowings of, conversions to or continuations of
Eurocurrency Rate Loans or BA Rate Loans denominated in Canadian Dollars, Cdn$1,000,000 or a
higher whole multiple of Cdn$100,000, (f) for Committed Borrowings of, conversions to or
continuations of ABR Rate Loans denominated in Canadian Dollars, Cdn$1,000,000 or a higher
whole multiple of Cdn$100,000, (g) for Committed Borrowings denominated in KRW, KRW
1,000,000,000 or a higher whole multiple of KRW 100,000,000, and (h) for Committed Borrowings,
conversions or continuations under a Supplemental Tranche, the minimum and whole multiple
amounts set forth in the applicable Supplemental Addendum.




     8.1.2 Prepayment Amounts. Any prepayment under a Tranche in any of the following
currencies shall be in the following aggregate principal amounts (a) for prepayments of Loans
denominated in Dollars, $1,000,000 or any higher whole multiple of $100,000, (b) for
prepayments of Loans denominated Euro, EUR 1,000,000 or any higher whole multiple of EUR
100,000, (c) for prepayments of Loans denominated in Sterling, £1,000,000 or any
higher whole multiple of £100,000, (d) for prepayments of Loans denominated in Yen,
any whole multiple of ¥100,000,000, (e) for prepayments of Loans denominated in
Canadian Dollars, Cdn$1,000,000 or a higher whole multiple of Cdn$100,000, (f) for prepayments
of KRW Rate Loans, KRW 1,000,000,000 or a higher whole multiple of KRW 100,000,000, and
(g) for prepayments under any Supplemental Tranche, the minimum and whole multiple amounts set
forth in the applicable Supplemental Addendum.



     8.2 Termination or Reduction of Commitments and Removal of a Borrower. ProLogis may, upon notice to Global Administrative Agent and the applicable Funding Agent, take
any of the following actions:




     (a) terminate the Aggregate Tranche Commitment under a particular Available
Tranche, or from time to time permanently reduce the Aggregate Tranche Commitment
under a particular Available Tranche; provided that:




     (i) any such notice shall be received by Global Administrative Agent
and the applicable Funding Agent not later than 11:00 a.m. five (5) Business
Days prior to the date of termination or reduction;




     (ii) any such partial reduction shall be in an aggregate amount of (A)
$5,000,000 or any whole multiple of $100,000 in excess thereof for the U.S.
Tranche, (B) Cdn$5,000,000 or any whole multiple of Cdn$1,000,000 in excess
thereof for the Canadian Tranche, (C) EUR 5,000,000 or any whole multiple of
EUR 1,000,000 in excess thereof for the Euro Tranche, (D) ¥500,000,000 or
any whole multiple of ¥100,000,000 in excess



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thereof for the Yen Tranche,
(E) KRW 5,000,000,000 or any whole multiple of KRW 1,000,000,000 in excess
thereof for the KRW Tranche, and (F) the minimum amounts and whole multiples
set forth in the applicable Supplemental Addendum with respect to a
Supplemental Tranche; and




     (iii) ProLogis shall not terminate or reduce any Aggregate Tranche
Commitment if, after giving effect thereto and to any concurrent prepayment
thereunder, the Total Tranche Outstandings of the applicable Tranche would
exceed such Aggregate Tranche Commitment.




     (b) at any time a Borrower has (i) no Obligations under this Agreement or under
a particular Tranche (excluding, for purposes of this Section, (A) Obligations under
a Guaranty, a Pledge Agreement, or any other Loan Document other than this
Agreement, and (B) Obligations under this Agreement or any other Loan Document that
are expressly stated to survive the termination of such Loan Document and are not
yet due and payable) and (ii) no outstanding Request for Credit Extensions, remove
such Borrower as a Borrower under this Agreement or solely under one or more
Tranches under this Agreement.




On the Initial Maturity Date, the Commitment of any Lender with a Non-Extended Commitment under an
Available Tranche shall be automatically and permanently reduced to the amount set forth opposite
such Lender’s name on the most recent Schedule 2.1-2 with respect to such Available
Tranche, as such amount may be adjusted from time to time in accordance with this Agreement. Global
Administrative Agent will promptly notify the applicable Tranche Lenders of any notice provided by
ProLogis under this Section 8.2. The amount of any Aggregate Tranche Commitment reduction
shall not be applied to the U.S. Letter of Credit Sublimit, the Euro Letter of Credit Sublimit, the
Yen Letter of Credit Sublimit, the U.S. Swing Line Sublimit, or the Euro Swing Line Sublimit, as
applicable, unless otherwise specified by ProLogis. Any reduction of any Aggregate Tranche
Commitment shall be applied to the applicable Commitment of each Lender in such Tranche according
to its Applicable Tranche Percentage of such Tranche. All fees accrued under a particular Tranche
shall be paid on the effective date of the termination of the Aggregate Tranche Commitment for such
Tranche.



     8.3 Repayment of Loans.




     (a) The aggregate principal amount of all outstanding Canadian Committed Loans
and KRW Committed Loans shall be paid on the Initial Maturity Date.




     (b) All of the Non-Extended Tranche Obligations shall be paid to Lenders
holding the Non-Extended Tranche Obligations on the Initial Maturity Date.
Notwithstanding Section 8.9, the payments made to the applicable Lenders
under this clause (b) shall be paid to such Lenders based on their
pro rata share of the Dollar Equivalent amount of the aggregate
Non-Extended Tranche Obligations.



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     (c) The aggregate principal amount of all outstanding Committed Loans other
than Canadian Committed Loans, KRW Committed Loans, and the Non-Extended Tranche
Obligations shall be paid on the Extended Maturity Date.




     (d) Each Swing Line Loan shall be paid on the earlier to occur of (i) the date
ten (10) Business Days after such Swing Line Loan is made, (ii) the Initial Maturity
Date, in an amount necessary to cause the outstanding Swing Line Loans under a
Tranche to be equal to or less than the Swing Line Sublimit for such Tranche, and
(iii) the Extended Maturity Date.




     (e) If, on any date, the Dollar Equivalent amount of the outstanding Fronting
Loans held by any Fronting Lender exceeds the Fronting Commitment of such Fronting
Lender then in effect, then, within two (2) Business Days after notice from such
Fronting Lender to ProLogis, the applicable Borrowers shall prepay the Fronting
Loans held by such Fronting Lender in an amount sufficient to reduce the Dollar
Equivalent amount of the outstanding Fronting Loans of such Fronting Lender as of
such date of payment to an amount not to exceed the Fronting Commitment of such
Fronting Lender then in effect, without regard to any minimum or multiples specified
in Section 8.1.2 with respect to prepayments.




     (f) Each Supplemental Loan shall be paid as set forth in the applicable
Supplemental Addendum.



     8.4 Interest.




     8.4.1 Interest Rates. Subject to the provisions of Sections 8.4.2 and 16.9:




     (a) each Eurocurrency Rate Loan shall bear interest on the outstanding
principal amount thereof for each Interest Period at a rate per annum equal to the
Eurocurrency Rate for such Interest Period plus the Applicable Margin
plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent
from a Lending Office in the United Kingdom or a Participating Member State) the
Mandatory Cost;




     (b) each Base Rate Committed Loan shall bear interest on the outstanding
principal amount thereof from the applicable borrowing date at a rate per annum
equal to the Base Rate plus the Applicable Margin plus (in the case
of a Base Rate Loan of any Lender which is lent from a Lending Office in the United
Kingdom or a Participating Member State) the Mandatory Cost;




     (c) each ABR Rate Loan shall bear interest on the outstanding principal amount
thereof from the applicable borrowing date at a rate per annum equal to the ABR Rate
plus the Applicable Margin plus (in the case of an ABR Rate Loan of
any Lender which is lent from a Lending Office in the United Kingdom or a
Participating Member State) the Mandatory Cost;



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     (d) each BA Rate Loan shall bear interest on the outstanding principal amount
thereof for each Interest Period at a rate per annum equal to the BA Rate
plus the Applicable Margin;




     (e) each KRW Rate Loan shall bear interest on the outstanding principal amount
thereof from the applicable borrowing date at a rate per annum equal to the KRW Rate
plus the Applicable Margin;




     (f) each U.S. Swing Line Loan shall bear interest on the outstanding principal
amount thereof from the applicable borrowing date at a rate per annum equal to the
Money Market Rate plus the Applicable Margin;




     (g) each Euro Swing Line Loan shall bear interest on the outstanding principal
amount thereof from the applicable borrowing date at a rate per annum equal to the
Money Market Rate plus the Applicable Margin plus (in the case of a
Euro Swing Line Loans which is lent from a Lending Office in the United Kingdom or a
Participating Member State) the Mandatory Cost; and




     (h) each Supplemental Committed Loan shall bear interest as set forth in the
applicable Supplemental Addendum.




     8.4.2 Rates Upon Default




     (a) If any amount payable by any Borrower under any Loan Document is not paid
when due (without regard to any applicable grace period), whether at stated
maturity, by acceleration or otherwise, such amount shall thereafter bear interest
at a fluctuating interest rate per annum at all times equal to the Default Rate to
the fullest extent permitted by applicable Laws.




     (b) Upon the request of the Required Lenders at any time and so long as any
Event of Default exists, Borrowers shall pay interest on the principal amount of all
outstanding Obligations hereunder at a fluctuating interest rate per annum at all
times equal to the Default Rate to the fullest extent permitted by applicable Laws.




     (c) Accrued and unpaid interest on past due amounts (including interest on past
due interest) shall be due and payable upon demand.




     8.4.3 Interest Payment Dates. Interest on each Loan shall be due and payable in
arrears on each Interest Payment Date applicable thereto and at such other times as may be
specified herein. Interest hereunder shall be due and payable in accordance with the terms
hereof before and after judgment, and before and after the commencement of any proceeding
under any Debtor Relief Law.




     8.4.4 Interest Act (Canadian). For the purposes of the Interest Act (Canada),
(a) whenever a rate of interest or fee rate hereunder is calculated on the basis of a year
(the “deemed year”) that contains fewer days than the actual number of days in the calendar
year of calculation, such rate of interest or fee rate shall be expressed as a yearly rate by



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multiplying such rate of interest or fee rate by the actual number of days in the calendar
year of calculation and dividing it by the number of days in the deemed year, (b) the
principle of deemed reinvestment of interest shall not apply to any interest calculation
hereunder and (c) the rates of interest stipulated herein are intended to be nominal rates and
not effective rates or yields. This Section 8.4.4 shall apply solely with respect to
Canadian Committed Loans or other Committed Loans denominated in Canadian Dollars.



     8.5 Fees.




     8.5.1 Facility and Utilization Fees.




     (a) ProLogis shall pay to the applicable Funding Agent, for the account of each
Applicable Tranche Lender, in accordance with such Applicable Tranche Lender’s
Applicable Tranche Percentage, a facility fee in the Primary Currency of the
applicable Tranche equal to the Applicable Margin for facility fees times
the actual daily amount of the Aggregate Tranche Commitment for such Tranche (or, if
the Aggregate Tranche Commitment for such Tranche has terminated, on the Outstanding
Amount for such Tranche of all Loans under such Tranche and, if applicable, L/C
Obligations under such Tranche), regardless of usage . The facility fees shall
accrue at all times during the Initial Availability Period with respect to the
Initial Commitments, and the Extended Availability Period with respect to the
Extended Commitments (and thereafter so long as any Loans or L/C Obligations under
the applicable Tranche remain outstanding), including at any time during which one
or more of the conditions in Article X are not met, and shall be due and
payable quarterly in arrears on the last Business Day of each March, June, September
and December, commencing with the first such date to occur after the Closing Date,
and, with respect to the Non-Extended Commitment of each Applicable Tranche Lender,
the Initial Maturity Date (and, if applicable to the Non-Extended Commitments,
thereafter on demand), and, with respect to the Extended Commitment of each
Applicable Tranche Lender, the Extended Maturity Date (and, if applicable to the
Extended Commitments, thereafter on demand). The facility fee shall be calculated
quarterly in arrears, and if there is any change in the Applicable Margin during any
quarter, the actual daily amount shall be computed and multiplied by the Applicable
Margin
separately for each period during such quarter that such Applicable Margin was
in effect. Notwithstanding the foregoing or any other provision of this Agreement,
ProLogis shall not be required to pay a facility fee to any Lender for any day on
which such Lender is a Defaulting Lender.




     (b) (i) On and after the Third Amendment Effective Date and prior to the
Initial Maturity Date, ProLogis shall pay to the applicable Funding Agent, for the
account of each Applicable Tranche Lender with an Extended Commitment, an additional
facility fee in the Primary Currency of the applicable Tranche equal to the
Additional Fee Margin for additional facility fees times such Applicable
Tranche Lender’s Extended Commitment for such Tranche, regardless of usage (or, if
such Applicable Tranche Lender’s Commitment under such Tranche has terminated, on
such Applicable Tranche Lender’s pro rata portion, based on such



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Applicable Tranche
Lender’s Applicable Tranche Percentage, of the Outstanding Amount for such Tranche
of all Loans and L/C Obligations under such Tranche). The additional facility fee
set forth in this Section 8.5.1(b)(i) shall accrue at all times during the
period from the Third Amendment Effective Date to the Initial Maturity Date,
including at any time during which one or more of the conditions in Article
X are not met, and shall be due and payable quarterly in arrears on the last
Business Day of each March, June, September and December, commencing with the first
such date to occur after the Third Amendment Effective Date (and, if applicable,
thereafter on demand).




     (ii) On and after the Initial Maturity Date, ProLogis shall pay to the
applicable Funding Agent, for the account of each Applicable Tranche Lender, pro
rata based on such Applicable Tranche Lender’s Applicable Tranche Percentage, an
additional facility fee in the Primary Currency of the applicable Tranche equal to
the Additional Fee Margin for additional facility fees times the actual
daily amount of the Aggregate Tranche Commitment (or, if the Aggregate Tranche
Commitment has terminated, on the Outstanding Amount for such Tranche of all Loans
under such Tranche and, if applicable, L/C Obligations under such Tranche),
regardless of usage. The additional facility fee set forth in this Section
8.5.1(b)(ii) shall accrue at all times on and after the Initial Maturity Date,
including at any time during which one or more of the conditions in Article
X are not met, and shall be due and payable quarterly in arrears on the last
Business Day of each March, June, September and December, commencing with the first
such date to occur after Initial Maturity Date (and, if applicable, thereafter on
demand).




          (iii) The additional facility fees set forth in this Section 8.5.1(b)
shall be calculated quarterly in arrears, and if there is any change in the
Additional Fee Margin during any quarter, the actual daily amount shall be computed
and multiplied by the Additional Fee Margin separately for each period during such
quarter that such Additional Fee Margin was in effect. Notwithstanding the
foregoing or any other provision of this Agreement, ProLogis shall not be required
to pay the applicable additional facility fee to any Lender for any day on which
such Lender is a Defaulting Lender.




     (c) (i) On and after the Third Amendment Effective Date and prior to the
Initial Maturity Date, ProLogis shall pay to the applicable Funding Agent, for the
account of each Applicable Tranche Lender, a utilization fee in the Primary Currency
of the applicable Tranche equal to (A) the Extension Percentage of such Applicable
Tranche Lender times (B) the Additional Fee Margin for utilization fees
times (C) such Applicable Tranche Lender’s Applicable Tranche Percentage of
(x) the Outstanding Amount of all Loans under such Tranche, and (y) if applicable,
L/C Obligations under such Tranche. The utilization fee in this Section
8.5.1(c)(i) shall be due and payable quarterly in arrears on the last Business
Day of each March, June, September and December, commencing with the first such date
to occur after the Third Amendment Effective Date (and, if



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applicable, thereafter on
demand). The portion of such utilization fees attributable to Fronting Loans shall
be paid to the applicable Fronting Lenders.




     (ii) On and after the Initial Maturity Date, ProLogis shall pay to the
applicable Funding Agent, for the account of each Applicable Tranche Lender, pro
rata based on such Applicable Tranche Lender’s Applicable Tranche Percentage, a
utilization fee in the Primary Currency of the applicable Tranche equal to the
Additional Fee Margin for utilization fees times the Outstanding Amount of
all Loans under such Tranche and, if applicable, L/C Obligations under such Tranche.
The utilization fee shall be due and payable quarterly in arrears on the last
Business Day of each March, June, September and December, commencing with the first
such date to occur after Initial Maturity Date (and, if applicable, thereafter on
demand).




     (iii) The utilization fees in this Section 8.5.1(c) shall be calculated
quarterly in arrears, and if there is any change in the Additional Fee Margin during
any quarter, the actual daily amount shall be computed and multiplied by the
Additional Fee Margin separately for each period during such quarter that such
Additional Fee Margin was in effect.




     8.5.2 Other Fees. In addition to certain fees described in Sections 7.9
and 7.10, and the facilities fees set forth above:




     (a) ProLogis shall pay to Arrangers, Global Administrative Agent, and the
Funding Agents for their own respective accounts, in the applicable currency, fees
in the amounts and at the times specified in the Fee Letters. Such fees shall be
fully earned when paid and shall not be refundable for any reason whatsoever.




     (b) ProLogis shall pay to Lenders, in the applicable currencies, such fees as
shall have been separately agreed upon in writing in the amounts and at the times so
specified. Such fees shall be fully earned when paid and shall not be refundable
for any reason whatsoever.



     8.6 Computation of Interest and Fees. All computations of interest for (a) Base Rate Loans,
(b) ABR Rate Loans when the ABR Rate is determined by the applicable Funding Agent’s “prime rate”,
(c) BA Rate Loans, (d) Loans denominated in Sterling, and (e) KRW Rate Loans shall
be made on the basis of a year of 365 or 366 days, as the case may be, and actual days
elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year
and actual days elapsed (which results in more fees or interest, as applicable, being paid than if
computed on the basis of a 365-day year), or, in the case of interest in respect of Committed Loans
denominated in any Foreign Currency as to which market practice differs from the foregoing, in
accordance with such market practice. Interest shall accrue on each Loan for the day on which such
Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan
or such portion is paid, provided that any Loan that is repaid on the same day on which it
is made shall, subject to Section 8.8, bear interest for one day. Each determination by
Global Administrative Agent or the applicable Funding Agent of an interest rate or fee hereunder
shall be conclusive and binding for all purposes, absent demonstrable error.



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     8.7 Evidence of Debt and Promissory Note.




     8.7.1 Recordkeeping. The Credit Extensions made by each Lender shall be
evidenced by one or more accounts or records maintained by such Lender and by each Funding
Agent for such Funding Agent’s applicable Tranche, in each case in the ordinary course of
business. The accounts or records maintained by each Funding Agent and each Lender shall be
rebuttable presumptive evidence of the amount of the Credit Extensions made by Lenders to
Borrowers and the interest and payments thereon. Any failure to so record or any error in
doing so shall not, however, limit or otherwise affect the obligations of Borrowers hereunder
to pay any amount owing with respect to the Obligations. In the event of any conflict between
the accounts and records maintained by the applicable Funding Agent for its Tranche and the
accounts and records of any Lender in such Tranche in respect of such matters, the accounts
and records of such Funding Agent shall control in the absence of manifest error.




     8.7.2 Promissory Note. The provisions of this Section 8.7.2 constitute a
promissory note for the benefit of each Lender. In furtherance of the foregoing:




     (a) Each Borrower hereby promises, severally, but not jointly, to pay to each
Applicable Tranche Lender, in accordance with the provisions of this Agreement, the
principal amount of each Loan of such Borrower from time to time made by such
Applicable Tranche Lender to such Borrower. In addition, such Borrower promises
severally, but not jointly, to pay interest on the unpaid principal amount of the
Loans made to such Borrower, from the date of such Loans until such principal amount
is paid in full, at such interest rates and at such times as provided in this
Agreement.




     (b) All payments of principal and interest with respect to Loans shall be made
to the applicable Funding Agent for the account of the Applicable Tranche Lenders in
the currency in which such Committed Loan was denominated and in Same Day Funds at
such Funding Agent’s Office for such currency.




     8.7.3 Participations. In addition to the accounts and records referred to in
Section 8.7.1, each Lender and each Funding Agent for its applicable Tranche shall
maintain in accordance with its usual practice accounts or records evidencing the
purchases and sales by such Lender of participations in Fronting Loans, Letters of Credit, and
Swing Line Loans to the extent such Tranche permits such subfacilities. In the event of any
conflict between the accounts and records maintained by the applicable Funding Agent for its
Tranche and the accounts and records of any Lender in such Tranche in respect of such matters,
the accounts and records of such Funding Agent shall control in the absence of manifest error.



     8.8 Payments Generally; Global Administrative Agent’s Clawback.




     8.8.1 All Payments Generally. All payments to be made by Borrowers shall be made
without condition or deduction for any counterclaim, defense, recoupment or setoff.



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     8.8.2 Payments Generally. Except as otherwise expressly provided herein, all
payments by a Borrower under a Tranche shall be made to the applicable Funding Agent for such
Tranche, for the account of the Applicable Tranche Lenders to which such payment is owed, at
such Funding Agent’s Office in the Primary Currency of such Tranche and in Same Day Funds not
later than 12:00 noon, Applicable Time (and by 10:00 a.m., Brussels time, for payments under
the Euro Tranche), on the date specified herein. Except as otherwise expressly provided
herein, all payments by a Borrower under a Tranche with respect to principal and interest on
Loans under such Tranche that are denominated in an Alternative Currency of such Tranche shall
be made to the applicable Funding Agent, for the account of the Applicable Tranche Lenders to
which such payment is owed, at the applicable Funding Agent’s Office in such Alternative
Currency and in Same Day Funds not later than the Applicable Time specified by such Funding
Agent on the dates specified herein. Without limiting the generality of the foregoing, the
applicable Funding Agent may require that any payments due under this Agreement be made in the
Primary Location (as defined below). If, for any reason, any Borrower is prohibited by any
Law from making any required payment hereunder in an Alternative Currency, such Borrower shall
make such payment in the Primary Currency in the Dollar Equivalent, Euro Equivalent, or Yen
Equivalent, as applicable, of such Alternative Currency payment amount. For purposes of this
Section, “Primary Location” means, with respect to the U.S. Tranche, the United
States; with respect to the Canadian Tranche, Canada; with respect to the Euro Tranche, The
Netherlands; with respect to the Yen Tranche, Japan; with respect to the KRW Tranche, Korea;
and with respect to any Supplemental Tranche, the Supplemental Primary Location.




     8.8.3 Distribution of Payments. With respect to payments and fees as set forth
herein to be paid to a Funding Agent, the applicable Funding Agent will promptly distribute to
each applicable Lender in such Tranche its Applicable Tranche Percentage (or other applicable
share as provided herein) of such payment in like funds as received by wire transfer to such
Lender’s Lending Office. With respect to payments as set forth herein to be paid to Global
Administrative Agent, Global Administrative Agent will promptly distribute to each Lender its
Applicable Global Percentage (or other applicable share as provided herein) of such payment in
like funds as received by wire transfer to such Lender’s Lending Office. All payments
received by Global Administrative Agent (a) after 1:00 p.m., in the case of payments in
Dollars, or (b) after the Applicable Time specified by
Global Administrative Agent in the case of payments in an Alternative Currency, shall in
each case be deemed received on the next succeeding Business Day and any applicable interest
or fee shall continue to accrue. All payments received by a Funding Agent (i) after 1:00
p.m., Applicable Time, in the case of payments in the Primary Currency of the applicable
Tranche, or (ii) after the Applicable Time specified by such Funding Agent in the case of
payments in an Alternative Currency of such Tranche, shall in each case be deemed received on
the next succeeding Business Day and any applicable interest or fee shall continue to accrue.
If any payment to be made by any Borrower shall become due on a day other than a Business Day,
payment shall be made on the next following Business Day, and such extension of time shall be
reflected in computing interest or fees, as the case may be. After the Initial Maturity Date,
any payments or prepayments to be applied to the Outstanding Amount of any Loans under a
particular Tranche shall be applied to the Loans held by the Applicable Tranche Lenders
without a Funding Shortfall (each such Lender,



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a “Payment Lender”) ratably (based upon
the Outstanding Amount of all Loans in the applicable Tranche held by all Payment Lenders in
that Tranche) until each Lender holds its Applicable Tranche Percentage of the Outstanding
Amount of all Loans under the applicable Tranche, and the balance, if any, of such payments or
prepayments shall be applied to the Loans of all Applicable Tranche Lenders in accordance with
their respective Applicable Tranche Percentages.




     8.8.4 Funding by Lenders; Presumption by Agent. Unless the applicable Funding
Agent shall have received notice from Global Administrative Agent or a Lender in the same
Tranche as the Funding Agent prior to the proposed date of any Committed Borrowing that such
Lender will not make available to such Funding Agent such Lender’s share of such Committed
Borrowing, such Funding Agent may assume that such Lender directly or through the applicable
Fronting Lender has made such share available on such date in accordance with the requirements
of the applicable Tranche and may, in reliance upon such assumption, make available to the
applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made
its share of the applicable Committed Borrowing available directly or through the applicable
Fronting Lender to the applicable Funding Agent, then the applicable Lender and the applicable
Borrower severally agree to pay to such Funding Agent forthwith on demand such corresponding
amount in the same currency and in Same Day Funds with interest thereon, for each day from the
date such amount is made available to such Borrower to the date of payment to such Funding
Agent, at (a) in the case of a payment to be made by such Lender, the Overnight Rate and (b)
in the case of a payment to be made by such Borrower, the interest rate applicable to the
applicable Loans. If such Borrower and such Lender shall pay such interest to such Funding
Agent for the same or an overlapping period, such Funding Agent shall promptly remit to such
Borrower the amount of such interest paid by such Borrower for such period. If such Lender
pays its share of the applicable Committed Borrowing directly or through the applicable
Fronting Lender to such Funding Agent, then the amount so paid shall constitute such Lender’s
Committed Loan included in such Committed Borrowing. Any payment by a Borrower pursuant to
this Section shall be without prejudice to any claim such Borrower may have against a Lender
that shall have failed to make such payment to the applicable Funding Agent.




     8.8.5 Payments by Borrowers; Presumptions by Agents. Unless the applicable Agent
shall have received notice from the applicable Borrower prior to the date on which any payment
is due to such Agent for the account of the applicable Lenders or the applicable L/C Issuer
hereunder that such Borrower will not make such payment, such Agent may assume that such
Borrower has made such payment on such date in accordance herewith and may, in reliance upon
such assumption, distribute to the applicable Lenders or the applicable L/C Issuer, as the
case may be, the amount due. In such event, if such Borrower has not in fact made such
payment, then each Lender or applicable L/C Issuer, as the case may be, severally agrees to
repay to such Agent forthwith on demand the amount so distributed to such Lender or such L/C
Issuer, in the same currency and in Same Day Funds with interest thereon, for each day from
the date such amount is distributed to it to the date of payment to such Agent, at the
Overnight Rate. A notice by the applicable Agent to any Lender or Borrower with respect to
any amount owing under this Section 8.8.5 shall be conclusive, absent demonstrable
error.



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     8.8.6 Failure to Satisfy Conditions Precedent. If any Lender makes available
directly or through the applicable Fronting Lender to the applicable Funding Agent funds for
any Loan to be made by such Lender to any Borrower as provided in this Agreement, and such
funds are not made available to such Borrower by such Agent because the conditions to such
Loan set forth in Article X are not satisfied or waived in accordance with the terms
hereof, such Agent shall promptly return such funds (in like funds as received from such
Lender) to such Lender, plus interest thereon from the date funds were made available
to such Agent by such Lender to the date such amount is returned by such Agent to such Lender,
at a rate per annum equal to the applicable Overnight Rate from time to time in effect.




     8.8.7 Obligations of Lenders Several. The obligations of Lenders hereunder to
make Committed Loans, to fund participations in Letters of Credit, Fronting Loans, and Swing
Line Loans and to make payments pursuant to Section 16.4.3 are several and not joint.
The failure of any Lender to make any Committed Loan, to fund any such participation or to
make any payment under Section 16.4.3 on any date required hereunder shall not relieve
any other Lender of its corresponding obligation (if any) to do so on such date, and no Lender
shall be responsible for the failure of any other Lender to make any Committed Loan, to
purchase any such participation, or to make any payment under Section 16.4.3.




     8.8.8 Funding Source. Subject to Section 9.6.1, (a) each Lender may, at
its option, make any Loan available to any Borrower by causing any foreign or domestic branch
or Affiliate of such Lender to make such Loan; provided, that any exercise of such
option shall not affect the obligation of such Borrower in accordance with the terms of this
Agreement; and (b) nothing herein shall be deemed to obligate any Lender to obtain the funds
for any Loan in any particular place or manner or to constitute a representation by any Lender
that it has obtained or will obtain the funds for any Loan in any particular place or manner.



     8.9 Sharing of Payments by Lenders in a Tranche. If any Lender, other than with respect to
any cash collateral obtained by an L/C Issuer in connection with arrangements made to address
the risk with respect to a Defaulting Lender, shall, by exercising any right of setoff or
counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the
Committed Loans made by it in a particular Tranche, or the participations in L/C Obligations or in
Swing Line Loans held by it in such Tranche resulting in such Lender’s receiving payment of a
proportion of the aggregate amount of such Committed Loans or participations and accrued interest
in such Tranche greater than its pro rata share for such Tranche as provided
herein, then Lender receiving such greater proportion shall (a) notify the applicable Funding Agent
of such fact, and (b) purchase (for cash at face value) participations in the Committed Loans and
subparticipations in L/C Obligations, Swing Line Loans, and Fronting Loans of the other Lenders in
the same Tranche, or make such other adjustments as shall be equitable, so that the benefit of all
such payments shall be shared by Lenders in such Tranche ratably in accordance with the aggregate
amount of principal of and accrued interest on their respective Committed Loans and other amounts
owing them in such Tranche, provided that:




     (a) if any such participations or subparticipations are purchased and all or
any portion of the payment giving rise thereto is recovered, such participations



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or
subparticipations shall be rescinded and the purchase price restored to the extent
of such recovery, without interest; and




     (b) the provisions of this Section shall not be construed to apply to (x) any
payment made by a Borrower pursuant to and in accordance with the express terms of
this Agreement or (y) any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Committed Loans or
subparticipations in L/C Obligations, Swing Line Loans, or Fronting Loans to any
assignee or participant, other than to ProLogis or any Eligible Affiliate thereof
(as to which the provisions of this Section shall apply).




Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under
applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements
may exercise against such Loan Party rights of setoff and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of
such participation.



     8.10 Extension of Initial Maturity Date.




     8.10.1 Extension of Initial Maturity Date. Certain Lenders have consented to
extend all or a portion of their obligations and Commitments under certain Tranches and/or the
Fronting Commitments (with respect to a Fronting Lender) to the Extended Maturity Date in the
Third Amendment. Each such consent shall be irrevocable (subject to clause (a) of
Section 8.10.2) and the Extended Commitments of each such Lender are binding on such
Lender and any assignee of such Extended Commitments. After the Third Amendment Effective
Date, existing Lenders and Subsequent Lenders may elect to extend their obligations and
Commitments under any Tranche to the Extended Maturity Date by utilizing the accordion option
set forth in Section 8.13.




     8.10.2 Effect of Early Termination of Initial Commitments or Failure to Make Required
Payments on the Initial Maturity Date. Notwithstanding anything to the contrary in this
Agreement, if (a) all Initial Commitments terminate prior to October 6, 2010, or (b) all
payments required by Sections 8.3(a) and (b) are not made on or before October
6, 2010 so that, after such date, (i) there is any Canadian Outstanding Amount or any KRW
Outstanding Amount, or (ii) the U.S. Credit Exposure of any Person exceeds such Person’s U.S.
Commitment, the Euro Credit Exposure of any Person exceeds such Person’s Euro Commitment or
the Yen Credit Exposure of any Person exceeds such Person’s Yen Commitment (any Person with
any such excess exposure, an “Unpaid Lender”), then, so long as any such circumstance
continues, (A) each reference to a “Lender” herein shall be deemed to include any Person that
has any U.S. Credit Exposure, Canadian Credit Exposure, Euro Credit Exposure, Yen Credit
Exposure or KRW Credit Exposure (and similar definitions, such as U.S. Lender, Canadian
Lender, Euro Lender, Yen Lender or KRW Lender, shall be adjusted accordingly); and (B) in the
case of clause (b) above, (I) no Credit Extension may be made hereunder or any
transfers of any Letters of Credit from one Tranche to another Tranche, (II) all participation
obligations of the Lenders under any Tranche shall be based upon the Initial Commitments of
the Lenders under such Tranche; (III) any determination of a Lender’s “Applicable Global
Percentage” shall be based upon (x) the Dollar Equivalent amount of the total of such Lender’s
U.S. Credit Exposure, Euro Credit Exposure, Canadian Credit Exposure, Yen Credit Exposure and
KRW Credit Exposure plus the Dollar Equivalent amount of such Lender’s unused Commitments as a
percentage of (y) the Total Global Outstandings plus the Dollar Equivalent amount of all
unused Commitments; (IV) any determination of a Lender’s “Applicable Tranche Percentage” under
any Tranche shall be based upon (x) such Lender’s U.S. Credit Exposure, Euro



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Credit Exposure,
Canadian Credit Exposure, Yen Credit Exposure or KRW Credit Exposure, as applicable, under
such Tranche plus the amount of such Lender’s unused Commitment under such Tranche as a
percentage of (y) the Total Tranche Outstandings under such Tranche plus the unused amount of
the Aggregate Tranche Commitments under such Tranche; and (V) unless Global Administrative
Agent has exercised its rights under Sections 14.2(a) and (b), all payments by
or on behalf of any Borrower under the U.S. Tranche, the Euro Tranche and the Yen Tranche
shall be applied ratably to the unpaid principal, interest and fees payable to the Unpaid
Lenders under such Tranche. For the avoidance of doubt, nothing in clause (b) of the
preceding sentence shall constitute a waiver of any failure to make any payment required by
Section 8.3(a) or (b) or any other Event of Default or limit or impair any
right of Agents, L/C Issuers, and Lenders under Section 14.2.




     8.10.3 Certain Amendments and Waivers. (a) To the extent that an amendment (but
not a waiver) entered into on or after the Third Amendment Effective Date amends any provision
of this Agreement or any other Loan Document and such modification will stay in effect after
the Initial Maturity Date, or (b) to the extent that a waiver of any provision of this
Agreement entered into on or after the Third Amendment Effective Date becomes effective within
ninety (90) days prior to the Initial Maturity Date, then such amendment or waiver, as
applicable, shall only be effective until the Initial Maturity Date, unless such amendment or
waiver, as applicable, is also signed in writing by Lenders that hold more than fifty percent
(50%) of the Dollar Equivalent amount of the aggregate Extended Commitments as of the date of
such amendment.



     8.11 Additional Affiliate Borrowers.




     8.11.1 Procedures for Adding Affiliate Borrowers. ProLogis may, upon at least
fifteen (15) days’ prior written notice to the applicable Funding Agent (which shall promptly
notify the Applicable Tranche Lenders) (or (x) such lesser period as may be agreed to by such
Funding Agent or (y) such longer period as is determined by such Funding Agent to be
reasonably necessary for the applicable parties to comply with any governmental or regulatory
requirements), request that any Eligible Affiliate become an Affiliate Borrower by delivering
the Organization Documents of such Eligible Affiliate to such Funding Agent (with a copy to
Global Administrative Agent). At least five (5) Business Days prior to an Eligible Affiliate
becoming an Affiliate Borrower, ProLogis shall deliver the drafts of the documents referenced
in clauses (b)(i) and (ii) below, to the applicable Funding Agent (with a copy
to Global Administrative Agent). On or prior to the date on which an Eligible Affiliate
becoming an Affiliate Borrower, ProLogis shall deliver the following to the applicable Funding
Agent (with a copy to Global Administrative Agent), in each case reasonably acceptable to such
Funding Agent, (a) a Borrower Accession Agreement duly executed by ProLogis and such Eligible
Affiliate that will, among other things, designate the applicable Tranche under which such
Eligible Affiliate



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will be an Affiliate Borrower (the “Requested Tranche”), and (b)
the following documents relating to such Eligible Affiliate: (i) an opinion of such Eligible
Affiliate’s counsel reasonably acceptable to such Funding Agent (other than for Short Term
Affiliate Borrowers and Property Fund Borrowers; provided that if any Property Fund
Borrower has any outstanding Loans or L/C Obligations under this Agreement for one hundred and
eighty (180) consecutive days, then such Borrower shall provide an opinion of such Borrower’s
counsel reasonably acceptable to the applicable Funding Agent on or before the last day of
such one hundred and eighty (180) day period); (ii) an officer’s certificate certifying (A)
the Organization Documents of such Eligible Affiliate, (B) resolutions of such Eligible
Affiliate’s Board of Directors or other governing body authorizing the execution, delivery,
and performance of this Agreement and the other Loan Documents, as applicable, certified as
being in full force and effect without modification or amendment, and (C) signatures and
incumbency of officers of such Eligible Affiliate; (iii) certificates of existence and good
standing for such Eligible Affiliate issued by its state of organization or the equivalent
certificates, if any, from the applicable Governmental Authorities for any non-U.S. Eligible
Affiliate; (iv) if the Requested Tranche is the Yen Tranche and the proposed Affiliate
Borrower is not organized under the Laws of Japan, an explanation in reasonable detail as to
why, in relation to the project in question, a TMK is not being used as an Additional
Affiliate Borrower; and (v) any additional information regarding such Eligible Affiliate that
the applicable Funding Agent or any Applicable Tranche Lender may reasonably request under
Section 16.17 or 16.18, or otherwise. Upon receipt by the applicable Funding
Agent of the items referenced in this Section 8.11, each in form and substance
reasonably acceptable to such Funding Agent and its counsel, and subject to
Section 8.11.3, such Eligible Affiliate shall become an Affiliate Borrower under the
Requested Tranche and assume all the rights, benefits, and obligations of an Affiliate
Borrower under such Requested Tranche unless on such date a Default exists and is continuing
or would occur as a result of such Eligible Affiliate becoming an Affiliate Borrower.
Furthermore, the applicable Funding Agent shall promptly notify each
Applicable Tranche Lender of the addition of any Affiliate Borrower pursuant to this
Section 8.11.1.




     8.11.2 Existing Borrowers. ProLogis may, upon at least fifteen (15) days’ prior
written notice to the applicable Funding Agent (which shall promptly notify the Applicable
Tranche Lenders) (or (x) such lesser period as may be agreed to by such Funding Agent or
(y) such longer period as is determined by such Funding Agent to be reasonably necessary for
the applicable parties to comply with any governmental or regulatory requirements), request
that any existing Borrower under one Tranche become Borrower under a different Tranche. On or
prior to the date on which such existing Borrower becomes a Borrower under a different
Tranche, ProLogis shall deliver the following to such Funding Agent (with a copy to Global
Administrative Agent), in each case reasonably acceptable to such Funding Agent, (a) a
Borrower Accession Agreement duly executed by ProLogis and such existing Borrower that will,
among other things, designate the applicable Tranche under which such existing Borrower will
also become a Borrower (the “Additional Tranche”), and (b) any information regarding
such existing Borrower that the applicable Funding Agent or any Applicable Tranche Lender may
reasonably request under Section 16.17 or 16.18, or otherwise. Upon receipt
by the applicable Funding Agent of the items referenced in this Section 8.11.2, each
in form and substance reasonably acceptable to such Funding



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Agent and its counsel, and subject
to Section 8.11.3, such existing Borrower shall become a Borrower under the Additional
Tranche unless on such date a Default exists or would occur as a result of such existing
Borrower becoming a Borrower under the Tranche. Furthermore, the applicable Funding Agent
shall promptly notify each Applicable Tranche Lender of the addition of a Borrower under an
Additional Tranche pursuant to this Section 8.11.2.




     8.11.3 Limitations. In addition to the conditions set forth in
Sections 8.11.1 and 8.11.2, to the extent applicable, neither (a) an Eligible
Affiliate which would qualify as a Foreign Borrower under the Requested Tranche in which it
will be a Borrower, nor (b) an existing Borrower under one Tranche which would otherwise
qualify as Foreign Borrower under the Additional Tranche, may be a Borrower under such
Requested Tranche or Additional Tranche, as applicable, unless the applicable Funding Agent is
reasonably satisfied that the addition of such Eligible Affiliate or existing Borrower to such
Requested Tranche or Additional Tranche, as applicable, will not (i) violate any Laws, (ii)
cause the representations set forth in Section 16.18 to be inaccurate, (iii)
materially impair the ability of Applicable Tranche Lenders to assign their Commitments or
Loans under such Requested Tranche or Additional Tranche, as applicable, or (iv) have any
other material adverse effect on the Applicable Tranche Lenders. Notwithstanding the
foregoing, the provisions of this Section 8.11.3 (other than clause (i) above)
shall not be conditions to an Eligible Affiliate that is organized under the Laws of a
Participating Member State becoming a Euro Borrower.




     8.11.4 Qualification Status. Upon the delivery of a notice by the applicable
Funding Agent of a request by ProLogis to add an Eligible Affiliate as a Borrower or to add an
existing Borrower to an Additional Tranche pursuant to Section 8.11.1 or
8.11.2, as applicable, the applicable Funding Agent shall request that each Applicable
Tranche Lender represent and warrant to ProLogis and Funding Agent as to whether such
Applicable Tranche Lender is capable of making a Committed Loan to such Eligible
Affiliate without the imposition of any withholding taxes. Each Lender agrees that it shall
respond to any such request within three (3) Business Days; provided that if an
Applicable Tranche Lender does not respond within the required time period, then the
applicable Funding Agent may deem such Applicable Tranche Lender to be unable to make a
Committed Loan to such Eligible Affiliate without the imposition of a withholding tax.
Furthermore, Global Administrative Agent may revise Annex 2 to the Assignment and
Assumption reflecting a new Borrower or the addition of a Borrower to an Additional Tranche.



     8.12 Reallocation of Commitments.




     8.12.1 Reallocation Procedures. Global Administrative Agent may, from time to
time during the Extended Availability Period at the written request of ProLogis (which request
shall also be sent to each Funding Agent of an affected Tranche) (a “Reallocation
Request”), increase the Aggregate Tranche Commitment under one Available Tranche with a
corresponding reduction of the Aggregate Tranche Commitment under a different Available
Tranche by (a) utilizing the Pre-Approved Reallocations of certain Lenders (each a
“Pre-Approved Lender”), if the allocation occurs prior to the Initial Maturity Date,
or



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(b) reallocating the Commitment of any Lender (each an “Allocating Lender”),
subject to the following conditions:




     (i) at the time of such Reallocation Request, ProLogis specifies which
Available Tranche shall be increased and which Available Tranche shall be
decreased, and whether any Pre-Approved Reallocation shall be utilized in
such reallocation;




     (ii) the amount of the increase in an Available Tranche shall be equal
to the Foreign Currency Equivalent amount of the corresponding decrease in
the other Available Tranche;




     (iii) each Allocating Lender and Pre-Approved Lender satisfies the
requirements of an Eligible Assignee under the Available Tranche in which
the Aggregate Tranche Commitment is being increased;




     (iv) each Allocating Lender acknowledges in writing to Global
Administrative Agent and ProLogis that it has agreed that its Commitment
will be reallocated hereunder (which acknowledgment shall be made in such
Lender’s sole discretion); provided that a Pre-Approved Reallocation
shall be effective without any further acceptances under this
Section 8.12 by a Lender that has agreed to a Pre-Approved
Reallocation;




     (v) any request for a reallocation shall be in a minimum amount agreed
to by the applicable Funding Agents;




     (vi) ProLogis may make a maximum of one (1) request per calendar
quarter;




     (vii) with respect to an increase of the Aggregate Tranche Commitment
under the Yen Tranche, each Allocating Lender and each Pre-Approved Lender
must qualify as an institution that may make Loans to a TMK under Japanese
Laws upon providing the increase of its Commitment;




     (viii) no reduction in any Aggregate Tranche Commitment shall be
permitted if, after giving effect thereto and to any concurrent prepayments
hereunder, the Total Tranche Outstandings under such Tranche would exceed
the Aggregate Tranche Commitment under such Tranche;




     (ix) the amount of the increase in the applicable Aggregate Tranche
Commitment shall be in a minimum Dollar Equivalent amount of $5,000,000;




     (x) no Default exists; and



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     (xi) unless otherwise agreed among the applicable Funding Agent, the
affected Lender and the applicable Borrowers (which agreement may include a
phase-in of the applicable increase and/or Interest Periods with any
agreed-upon length), the applicable Borrowers shall prepay any Committed
Loans outstanding on the Reallocation Effective Date (and pay any additional
amounts required pursuant to Section 9.5) to the extent necessary to
keep the outstanding Committed Loans in the affected Available Tranches
ratable with any revised Applicable Tranche Percentages arising from any
nonratable increase or decrease in any Commitments of any Lenders under this
Section 8.12.




     8.12.2 Effectiveness of Reallocation. Upon the request of Global Administrative
Agent contemporaneously with any reallocation completed in accordance with Section
8.12.1, each Funding Agent of an affected Tranche shall provide to Global Administrative
Agent a new (i) Schedule 2.1-1 with respect to each reallocation of the Initial
Commitments, or (ii) Schedule 2.1-2 with respect to each reallocation of the Extended
Commitments, for its Tranche reflecting any proposed reallocation. In addition, Global
Administrative Agent, the applicable Funding Agents, and ProLogis shall determine the
effective date (the “Reallocation Effective Date”) of such reallocation,
provided that any Pre-Approved Reallocations shall be effective no more than ten (10)
Business Days after the relevant Reallocation Request, and Global Administrative Agent shall
promptly notify ProLogis and the affected Funding Agents of the Reallocation Effective Date.
After any Reallocation Effective Date and the receipt of a revised (i) Schedule 2.1-1
with respect to each reallocation of the Initial Commitments, or (ii) Schedule 2.1-2
with respect to each reallocation of the Extended Commitments (if requested by Global
Administrative Agent) from each applicable Funding Agent, Global Administrative Agent shall
promptly provide to each Lender in the affected Tranches and to ProLogis a new (i)
Schedule 2.1-1 with respect to each reallocation of the Initial Commitments, or (ii)
Schedule 2.1-2 with respect to each reallocation of the Extended Commitments for the
affected Tranches.



     8.13 Increase in Commitments.




     8.13.1 Increase Procedures. From time to time after the Closing Date to the
Extended Maturity Date, ProLogis may, by written request (an “Increase Request”) to
Global Administrative Agent and the Funding Agents for each affected Tranche, increase any
Aggregate Tranche Commitment by (a) admitting additional Lenders hereunder (each a
“Subsequent Lender”) or (b) increasing the Commitment of any existing Lender (each an
“Increasing Lender”), subject to the following conditions:




     (i) at the time of such Increase Request, ProLogis specifies (x) its
requested allocation of the requested increase in the Aggregate Tranche
Commitments to each Tranche, and (y) if the increase occurs prior to the
Initial Maturity Date, the amount of the requested increase allocated to
each Tranche and whether such requested increase is for an Initial
Commitment or an Extended Commitment;




     (ii) each Subsequent Lender is an Eligible Assignee;



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          (iii) each Subsequent Lender executes and delivers to Global
Administrative Agent a Joinder Agreement substantially in the form of
Exhibit J, which may be modified to the extent that such Subsequent
Lender will be party to a Supplemental Tranche (a copy of which Global
Administrative Agent will deliver to each applicable Funding Agent);




     (iv) each Increasing Lender executes and delivers to Global
Administrative Agent an increase certificate substantially in the form of
Exhibit K (a copy of which Global Administrative Agent will deliver
to each applicable Funding Agent);




     (v) (1) the amount of all increases in the Aggregate Tranche
Commitments that are Initial Commitments pursuant to this
Section 8.13 shall not exceed the Dollar Equivalent of $900,000,000
in the aggregate; it being understood that in determining the aggregate
increase amount for purposes of this clause (v), each increase
amount shall equal the Dollar Equivalent amount of such increase amount as
determined on the corresponding effective date of the increase in the
Aggregate Tranche Commitments; and (2) after giving effect to each such
increase, the Dollar Equivalent of the Aggregate Tranche Commitments that
are Extended Commitments shall not exceed $2,750,000,000 in the aggregate as
determined on the applicable effective date of such increase;




     (vi) with respect to an increase of the Yen Aggregate Commitments, each
Subsequent Lender shall be an institution from which a TMK may, pursuant to
the Laws of Japan, borrow money;




     (vii) the Dollar Equivalent of each increase in the Aggregate Tranche
Commitment shall be in a minimum amount of $5,000,000 (or,
with respect to any increase of the Extended Commitments, $25,000,000
or such lesser amount as Global Administrative Agent may agree or as shall
be necessary for the Dollar Equivalent of the Aggregate Tranche Commitments
to reach $2,750,000,000 in the aggregate);




     (viii) no admission of any Subsequent Lender shall increase the
Commitment of any existing Lender without the written consent of such
Lender;




     (ix) no Default exists; and




     (x) unless otherwise agreed among the applicable Funding Agent, the
affected Lenders, and the applicable Borrowers (which agreement may include
a phase-in of the applicable increase and/or Interest Periods with any
agreed-upon length), the applicable Borrowers shall prepay any Committed
Loans outstanding on the Increase Effective Date (and pay any additional
amounts required pursuant to Section 9.5) to



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the extent necessary to
keep the outstanding Committed Loans in the affected Tranches ratable with
any revised Applicable Tranche Percentages arising from any nonratable
increase or decrease in any Commitments of any Lender under this
Section 8.13.




     8.13.2 Effectiveness of Increase. Upon the request of Global Administrative
Agent, the Funding Agent of each affected Tranche shall provide to Global Administrative Agent
a new (i) Schedule 2.1-1 with respect to each increase of the Initial Commitments, or
(ii) Schedule 2.1-2 with respect to each increase of the Extended Commitments for such
Tranche reflecting the Applicable Tranche Percentage of the Lenders under such Tranche after
giving effect to the proposed increase pursuant to this Section 8.13. In addition,
Global Administrative Agent, the applicable Funding Agents, and ProLogis shall determine the
effective date (the “Increase Effective Date”) of each increase in an Aggregate
Tranche Commitment under this Section 8.13, and Global Administrative Agent shall
promptly notify ProLogis, the affected Funding Agents, and each Lender of the Increase
Effective Date. After the Increase Effective Date and receipt of a revised (i)
Schedule 2.1-1 with respect to each increase of the Initial Commitments, or (ii)
Schedule 2.1-2 with respect to each increase of the Extended Commitments (if
requested by Global Administrative Agent) from each applicable Funding Agent, Global
Administrative Agent shall promptly provide to each Lender and to ProLogis a new (i)
Schedule 2.1-1 with respect to each increase of the Initial Commitments, or (ii)
Schedule 2.1-2 with respect to each increase of the Extended Commitments to this
Agreement.




     8.13.3 Conflicting Provisions. This Section shall supersede any provisions in
Sections 8.9 or 16.1 to the contrary.



     8.14 Establishment of Supplemental Tranche.




     8.14.1 Supplemental Tranche Request. At the time of any Increase Request under
Section 8.13, ProLogis may from time to time request, with the same approval
requirements of the Increase Request (each such request, a “Supplemental Tranche
Request”), certain Lenders to provide a supplemental tranche for loans in which the
primary currency of such supplemental tranche is not one of the currencies set forth in the
definition of “Primary Currency” at the time of such Supplemental Tranche Request
(each such new Tranche, a “Supplemental Tranche”).




     8.14.2 Supplemental Addendums. Each Supplemental Tranche Request shall be made
in the form of an addendum substantially in the form of Exhibit H (a “Supplemental
Addendum”) and sent to Global Administrative Agent and shall set forth (a) the proposed
Primary Currency and Alternative Currencies of such Supplemental Tranche, (b) the proposed
Supplemental Primary Location, (c) the proposed interest types and rates for such Supplemental
Tranche, (d) the type and amount of any subfacilities of such Supplemental Tranche, (e) the
proposed borrowers under such Tranche, and (f) any other specific terms of such Supplemental
Tranche that ProLogis deems necessary; provided that the availability period and
maturity of any loans under the Supplemental Tranche shall be the same as the U.S. Tranche.
Promptly after a Supplemental Tranche Request, ProLogis shall, subject to the approval of
Global Administrative Agent (which shall not be unreasonably



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withheld or delayed) appoint the
proposed Funding Agent for such requested Supplemental Tranche.




     8.14.3 Conditions to Supplemental Tranche. As conditions precedent to the
addition of a Supplemental Tranche to this Agreement, (a) each of the conditions set forth in
Section 8.13 must be satisfied and there must be an increase in the Aggregate Tranche
Commitments, (b) each Lender providing a commitment under the Supplemental Tranche must be an
Increasing Lender or Subsequent Lender, (c) each Lender providing a commitment under such
Supplemental Tranche, the proposed Funding Agent for such Supplemental Tranche, and Global
Administrative Agent must execute the requested Supplemental Addendum, (d) each of the
proposed borrowers under such Supplemental Tranche shall be an existing Borrower or shall have
complied with Section 8.11, and (e) any other documents or certificates that shall be
reasonably requested by Global Administrative Agent in connection with the addition of the
Supplemental Tranche shall have been delivered Global Administrative Agent in form and
substance reasonably satisfactory to Global Administrative Agent.




     8.14.4 Effectiveness of Supplemental Tranche. If a Supplemental Tranche Request
is accepted in accordance with this Section, Global Administrative Agent, the applicable
Funding Agent, and ProLogis shall determine the effective date of such Supplemental Tranche
(the “Supplemental Tranche Effective Date”) and the final allocation of such
Supplemental Tranche. Global Administrative Agent shall promptly distribute a revised (i)
Schedule 2.1-1 with respect to the Initial Commitments, or (ii) Schedule 2.1-2
with respect to the Extended Commitments, to each Lender reflecting such new Supplemental
Tranche and notify each Lender of the Supplemental Tranche Effective Date.



ARTICLE IX

TAXES, YIELD PROTECTION AND ILLEGALITY




     9.1 Taxes.




     9.1.1 Payments Free of Taxes. Any and all payments by or on account of any
obligation of any Borrower hereunder or under any other Loan Document shall be made free and
clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes,
provided that if the Borrower shall be required by applicable law to deduct any
Indemnified Taxes (including any Other Taxes) from such payments, then (a) the sum payable
shall be increased as necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section) the applicable Credit
Party receives an amount equal to the sum it would have received had no such deductions been
made, (b) such Borrower shall make such deductions and (c) such Borrower shall timely pay the
full amount deducted to the relevant Governmental Authority in accordance with applicable law.




     9.1.2 Indemnification by Borrowers. The applicable Borrower shall indemnify each
Credit Party, within ten (10) days after demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or
asserted on or attributable to amounts payable under this Section) paid or payable by



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such
Credit Party on or with respect to any payment made to such Credit Party by or on account of
such Borrower hereunder or under any other Loan Document, and any penalties, interest and
reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified
Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of such payment or liability delivered
to a Borrower by a Lender or an L/C Issuer (with a copy to Global Administrative Agent), or by
Global Administrative Agent on its own behalf or on behalf of a Lender or L/C Issuer, shall be
conclusive absent demonstrable error.




        9.1.3 Evidence of Payments. As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by any Borrower to a Governmental Authority, such Borrower
shall deliver to Global Administrative Agent the original or a copy of a receipt issued by
such Governmental Authority evidencing such payment, a copy of the return reporting such
payment or other evidence of such payment reasonably satisfactory to Global Administrative
Agent.




        9.1.4 Status of Lenders. Any Foreign Lender or Non-U.S. Lender that is entitled
to an exemption from or reduction of withholding tax under the law of the jurisdiction in
which a Borrower is resident for tax purposes or is otherwise subject to tax, or any treaty to
which any such jurisdiction is a party or which otherwise benefits such Lender, with respect
to payments hereunder or under any other Loan Document shall deliver to ProLogis (with a copy
to Global Administrative Agent), at the time or times prescribed by applicable law or
reasonably requested by ProLogis or Global Administrative Agent, such properly completed and
executed documentation prescribed by applicable law as will permit such payments to be made
without withholding or at a reduced rate of withholding. In addition, any Lender, if
requested by ProLogis or Global Administrative Agent, shall deliver such
other documentation prescribed by applicable law or reasonably requested by ProLogis or
Global Administrative Agent as will enable ProLogis or Global Administrative Agent to
determine whether or not such Lender is subject to backup withholding or information reporting
requirements.




       Without limiting the generality of the foregoing, if a Borrower is resident for tax purposes
in the United States, has become effectively connected with a United States trade or business, is a
disregarded entity (as defined in Treasury Regulation section 301.7701-3 of the Code) of a resident
of the United States or is otherwise subject to tax in the United States, any Non-U.S. Lender shall
deliver to ProLogis and Global Administrative Agent (in such number of copies as shall be requested
by the recipient) on or prior to the date on which such Non-U.S. Lender becomes a Lender under this
Agreement (and from time to time thereafter upon the request of ProLogis or Global Administrative
Agent or an applicable Funding Agent, but only if such Non-U.S. Lender is legally entitled to do
so), whichever of the following is applicable:




     (a) duly completed copies of Internal Revenue Service Form W-8BEN claiming
eligibility for benefits of an income tax treaty to which the United States is a
party,




     (b) duly completed copies of Internal Revenue Service Form W-8ECI,



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     (c) duly completed copies of Internal Revenue Service Form W-8IMY,




     (d) in the case of a Non-U.S. Lender claiming the benefits of the exemption for
portfolio interest under section 881(c) of the Code, (x) a certificate to the effect
that such Non-U.S. Lender is not (A) a “bank” within the meaning of section
881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the applicable Borrower
within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign
corporation” described in section 881(c)(3)(C) of the Code and (y) duly completed
copies of Internal Revenue Service Form W-8BEN, or




     (e) any other form prescribed by applicable law as a basis for claiming
exemption from or a reduction in United States Federal withholding tax duly
completed together with such supplementary documentation as may be prescribed by
applicable law to permit ProLogis to determine the withholding or deduction required
to be made.




     Without limiting the obligations of Lenders set forth above regarding delivery of
certain forms and documents to establish each Lender’s status for U.S. withholding tax
purposes, each Lender agrees promptly to deliver to Global Administrative Agent, each
applicable Funding Agent, or ProLogis, as such Agent or ProLogis shall reasonably request,
on or prior to the Closing Date, and in a timely fashion thereafter, such other documents
and forms required by any relevant taxing authority under the Laws of any other
jurisdiction, duly executed and completed by such Lender, as are required under such Laws to
confirm such Lender’s entitlement to any available exemption from, or reduction of,
applicable withholding taxes in respect of all payments to be made to such
Lender outside of the U.S. by Borrowers pursuant to this Agreement or otherwise to
establish such Lender’s status for withholding tax purposes in such other jurisdiction.




     Each Lender shall promptly (i) notify Global Administrative Agent and each applicable
Funding Agent of any change in circumstances which would modify or render invalid any
claimed exemption from or reduction of Taxes or other Taxes, and (ii) take such steps as
shall not be materially disadvantageous to it, in the reasonable judgment of such Lender,
and as may be reasonably necessary (including the re-designation of its Lending Office) to
avoid any requirement of applicable Law that any Borrower make any deduction or withholding
for taxes from amounts payable to such Lender. Additionally, each Borrower shall promptly
deliver to the applicable Credit Party, as such Credit Party shall reasonably request, on or
prior to the Closing Date, and in a timely fashion thereafter, such documents and forms
required by any relevant taxing authorities under the Laws of any jurisdiction, duly
executed and completed by such Borrower, as are required to be furnished by such Credit
Party under such Laws in connection with any payment by such Credit Party of Indemnified
Taxes or Other Taxes, or otherwise in connection with the Loan Documents, with respect to
such jurisdiction.



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     9.1.5 Exemption Representation.




     (a) Each Lender represents and warrants (such Lender’s “Exemption
Representation”) to the Borrowers that, as of the date of this Agreement or, in
the case of a Person that becomes a Lender after the Closing Date, as of the date
such Person becomes a party hereto (and, in the case of a Lender that agrees to make
Loans under a Tranche, as of the date such agreement become effective), except as
specified in writing to Global Administrative Agent, the applicable Funding Agent
and ProLogis prior to the date of the applicable Exemption Representation, it is
entitled to receive payments from each Borrower under each Tranche with respect to
which it has a commitment to make Loans without any reduction or withholding in
respect of any Indemnified Taxes or Other Taxes and without any amount being
required to be paid by any applicable Borrower pursuant to Section 9.1.2;
provided that the Exemption Representation shall not apply to any
withholding tax imposed at any time on payments made by or on behalf of a Foreign
Obligor.




     (b) Notwithstanding any other provision of this Agreement, no Borrower shall be
obligated to pay any amount under this Section 9.1 to, or for the benefit
of, any Lender to the extent that such amount would not have been required to be
paid if (i) such Lender’s Exemption Representation had been accurate or (ii) such
Lender had complied with its obligations under Section 9.1.4.




     9.1.6 Treatment of Certain Refunds. If any Credit Party determines, in its sole
discretion, that it has received a refund of any Taxes as to which it has been indemnified by
any Borrower or with respect to which any Borrower has paid additional amounts pursuant to
this Section, it shall pay to such Borrower an amount equal to such refund (but only to the
extent of indemnity payments made, or additional amounts paid, by such Borrower under this
Section with respect to the Taxes giving rise to such refund), net of all
reasonable out-of-pocket expenses of such Credit Party, and without interest (other than
any interest paid by the relevant Governmental Authority with respect to such refund),
provided that such Borrower, upon the request of such Credit Party, agrees to repay
the amount paid over to such Borrower (plus any penalties, interest or other charges
imposed by the relevant Governmental Authority) to such Credit Party in the event such Credit
Party is required to repay such refund to such Governmental Authority. This Section shall not
be construed to require any Credit Party to make available its tax returns (or any other
information relating to its taxes that it deems confidential) to any Borrower or any other
Person.



     9.2 Illegality. If any Lender determines that any Law has made it unlawful, or that any
Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending
Office to make, maintain or fund Eurocurrency Rate Loans in any currency, or to determine or charge
interest rates based upon the Eurocurrency Rate, or any Governmental Authority has imposed material
restrictions on the authority of such Lender to purchase or sell, or to take deposits of, any
applicable currency in the applicable interbank market, then, on notice thereof by such Lender to
ProLogis through the applicable Funding Agent, any obligation of such Lender to make, continue or
convert Loans to Eurocurrency Rate Loans in the affected currency shall be suspended until such



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Lender notifies Global Administrative Agent and ProLogis that the circumstances giving rise to such
determination no longer exist. Upon receipt of such notice, the applicable Borrower shall, upon
demand from such Lender (with a copy to the applicable Funding Agent), prepay or, if applicable and
such Loans are denominated in Dollars under the U.S. Tranche, Canadian Dollars under the Canadian
Tranche, Yen under the Yen Tranche or Euro under the Euro Tranche, convert all applicable
Eurocurrency Rate Loans of such Lender to Base Rate Loans, ABR Rate Loans, or Substitute Rate
Loans, as applicable, either on the last day of the Interest Period therefor or on such earlier
date on which such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon
any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the
amount so prepaid or converted.



     9.3 Inability to Determine Rates.




     9.3.1 Determination of Rates. If the Tranche Required Lenders determine for
their Tranche (other than with respect to the Euro Tranche) that for any reason in connection
with any request for Eurocurrency Rate Loans or BA Rate Loans or a conversion to or
continuation thereof that (a) deposits are not being offered to banks in the applicable
interbank market for the currency, amount and Interest Period for such Loans, (b) adequate and
reasonable means do not exist for determining the Eurocurrency Rate or BA Rate, as applicable,
for the requested Interest Period for such Loans, or (c) the Eurocurrency Rate or BA Rate, as
applicable, for any requested Interest Period for such Loans does not adequately and fairly
reflect the cost to such Lenders of funding such Loans for the requested Interest Period, the
applicable Funding Agent will promptly so notify ProLogis, each Borrower in the affected
Tranche and each Lender in the affected Tranche. Thereafter, the obligation of such Lenders
to make or maintain Eurocurrency Rate Loans or BA Rate Loans in the affected currency or
currencies for the applicable Interest Period in the affected Tranche shall be suspended until
such Funding Agent (upon the instruction of the applicable Tranche Required Lenders) revokes
such notice. Upon receipt of such notice, the applicable Borrower may revoke any pending
request for a Borrowing of,
conversion to or continuation of Eurocurrency Rate Loans or BA Rate Loans, as applicable,
in the affected currency or currencies or, failing that, will be deemed to have converted such
request into a request for a Committed Borrowing of Base Rate Loans under the U.S. Tranche or
ABR Rate Loans under the Canadian Tranche or the Yen Tranche, as applicable, in the amount
specified therein, and with respect to Loans under the U.S. Tranche and the Yen Tranche, such
Loans shall be converted to the Primary Currency of the such Tranche in the Foreign Currency
Equivalent amount of such Loans to the extent such Loans are not in the Primary Currency of
the applicable Tranche at such time.




     9.3.2 Market Disruptions. (a) If Euro Lenders (including any applicable Fronting
Lenders) constituting at least thirty-five percent (35%) of the Euro Aggregate Commitments or
if the Euro Aggregate Commitments have been terminated, Euro Lenders holding in the aggregate
at least thirty-five percent (35%) of the Euro Total Outstandings determine that a requested
Borrowing or continuation is affected by an event of the type described in
Section 9.3.1(a), (b) or (c), or (b) if the Eurocurrency Rate is to
be determined by reference to Reference Banks at or about 11:00 a.m., Brussels time, on the
determination date for the Interest Period applicable to a Borrowing or continuation, and none
of the Reference Banks supplies a rate for the purpose of determining the



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Eurocurrency Rate
for such Borrowing or continuation, then Euro Funding Agent will promptly so notify ProLogis,
each Euro Borrower, and each Euro Lender of such event. Thereafter, the obligation of Euro
Lenders to make or maintain Eurocurrency Rate Loans in the currency of the requested Borrowing
or continuation for the affected currency shall be suspended until Euro Funding Agent (upon
the instruction Euro Required Lenders) revokes such notice. Upon receipt of such notice,
ProLogis may revoke any pending request for a Euro Committed Borrowing or continuation in the
affected currency, or, failing that, will be deemed to have converted such request into a
request for a Euro Committed Borrowing of Substitute Rate Loans denominated in Euro, and any
Euro Committed Loans that are not denominated in Euro and are affected by this provision shall
be converted to Euro in the Euro Equivalent amount of such Euro Loans at such time.



     9.4 Increased Costs Generally.




     9.4.1 Increased Costs. If any Change in Law shall:




     (a) impose, modify or deem applicable any reserve, special deposit, compulsory
loan, insurance charge or similar requirement against assets of, deposits with or
for the account of, or credit extended or participated in by, any Credit Party
(except (i) any reserve requirement contemplated by Section 9.4.5 and
(ii) any amount included in the Mandatory Cost, other than as set forth below);




     (b) subject any Credit Party to any tax of any kind whatsoever with respect to
this Agreement, any Letter of Credit, any participation in a Letter of Credit or any
Loan made by it, or change the basis of taxation of payments to such Credit Party in
respect thereof (except for Indemnified Taxes or Other Taxes covered by
Section 9.1 and the imposition of, or any change in the rate of, any
Excluded Tax);




     (c) result in the Mandatory Cost, as calculated hereunder, not representing the
cost to any Credit Party of complying with the requirements of the Bank of England
and/or the Financial Services Authority or the European Central Bank in relation to
its making, funding or maintaining Loans; or




     (d) impose on any Credit Party or any applicable interbank market any other
condition, cost or expense affecting this Agreement or any Loans made by such Credit
Party or any Letter of Credit or participation therein;




and the result of any of the foregoing shall be to increase the cost to such Credit Party of making
or maintaining any Loan (or of maintaining its obligation to make any Loan), or to increase the
cost to such Credit Party of participating in, issuing or maintaining any Letter of Credit (or of
maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the
amount of any sum received or receivable by such Credit Party hereunder (whether of principal,
interest or any other amount) then, upon request of such Credit Party, ProLogis will pay (or cause
the applicable Borrower to pay) to such Credit Party, such additional amount or amounts as will
compensate such Credit Party for such additional costs incurred or reduction suffered.



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     9.4.2 Capital Requirements. If any Credit Party determines that any Change in
Law affecting such Credit Party or any Lending Office of such Credit Party or such Credit
Party’s holding company, if any, regarding capital requirements has or would have the effect
of reducing the rate of return on such Credit Party’s capital or on the capital of such Credit
Party’s holding company, if any, as a consequence of this Agreement, the Commitments of such
Credit Party or the Loans made by, or participations in Letters of Credit held by, such Credit
Party, or the Letters of Credit issued by such Credit Party, to a level below that which such
Credit Party or such Credit Party’s holding company could have achieved but for such Change in
Law (taking into consideration such Credit Party’s policies and the policies of such Credit
Party’s holding company with respect to capital adequacy), then from time to time ProLogis
will pay (or cause the applicable Borrower to pay) to such Credit Party, such additional
amount or amounts as will compensate such Credit Party or such Credit Party’s holding company
for any such reduction suffered.




     9.4.3 Certificates for Reimbursement. Any Credit Party requesting compensation
pursuant to this Section 9.4 shall deliver to ProLogis (with a copy to Global
Administrative Agent) a certificate setting forth in reasonable detail the basis for such
request and a calculation of the amount necessary to compensate such Credit Party or its
holding company, as the case may be, as specified in Section 9.4.1 or 9.4.2
above, and any such certificate shall be conclusive absent demonstrable error. ProLogis shall
pay (or cause the applicable Borrower to pay) such Credit Party the amount shown as due on any
such certificate within fifteen (15) days after receipt thereof.




     9.4.4 Additional Reserve Requirements. Each applicable Borrower shall pay to
each Lender, (a) as long as such Lender shall be required to maintain reserves with respect to
liabilities or assets consisting of or including Eurocurrency funds or deposits (currently
known as “Eurocurrency liabilities”), additional interest on the unpaid principal
amount of each Eurocurrency Rate Loan equal to the actual costs of such reserves allocated to
such Loan by such Lender (as determined by such Lender in good faith, which determination
shall be conclusive absent demonstrable error), and (b) as long as such Lender shall be
required to comply with any reserve ratio requirement or analogous requirement of any other
central banking or financial regulatory authority imposed in respect of the funding of the
Eurocurrency Rate Loans, such additional costs (expressed as a percentage per annum and
rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs
allocated to such Loan by such Lender (as determined by such Lender in good faith, which
determination shall be conclusive absent demonstrable error), which in each case shall be due
and payable on each date on which interest is payable on such Loan, provided each
applicable Borrower shall have received at least fifteen (15) days’ prior notice (with a copy
to Global Administrative Agent) of such additional interest or costs from such Lender. If a
Lender fails to give notice fifteen (15) days prior to the relevant Interest Payment Date,
such additional interest or costs shall be due and payable fifteen (15) days from receipt of
such notice.




     9.4.5 Limitations on Lender Claims. Notwithstanding the foregoing provisions of
this Section 9.4, no Lender shall be entitled to compensation for any cost, increased
costs or liability resulting from a failure by such Lender to comply with any request from or
requirement of any central banking or financial regulatory authority (whether or not having



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the force of law, but if not having the force of law being a request of a nature with which
banks generally are expected or accustomed to comply).



     9.5 Compensation for Losses. Each Borrower agrees that it will, from time to time, compensate
each Lender for and hold each Lender harmless from any loss, cost or expense incurred by such
Lender as a result of:




     (a) any continuation, conversion, payment or prepayment of any Loan of such
Lender to such Borrower (other than a Base Rate Loan or ABR Rate Loan) on a day
other than the last day of the Interest Period for such Loan (whether voluntary,
mandatory, automatic, by reason of acceleration, or otherwise);




     (b) any failure by such Borrower (for a reason other than the failure of such
Lender to make a Loan) to prepay, borrow, continue or convert any Loan of (or to be
made by) such Lender to such Borrower (other than a Base Rate Loan or ABR Rate Loan)
on the date or in the amount notified by such Borrower;




     (c) any failure by such Borrower to make payment of any Loan or reimbursement
obligation under any Letter of Credit (or interest due thereon) in the currency in
which such Loan or reimbursement obligation is denominated; or




     (d) any assignment of a Eurocurrency Rate Loan or BA Rate Loan of such Lender
to such Borrower on a day other than the last day of the Interest Period therefor as
a result of a request by ProLogis pursuant to Section 16.12;




including any loss or expense arising from the liquidation or reemployment of funds obtained by it
to maintain such Loans or from fees payable to terminate the deposits from which such funds
were obtained or, solely in the case of subsection (c) above, any foreign exchange losses
(but excluding any loss of anticipated profits).




       For purposes of calculating amounts payable by a Borrower to a Lender under this
Section 9.5, each Lender shall be deemed to have funded each Eurocurrency Rate Loan made by
it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the offshore
interbank market for such currency for a comparable amount and for a comparable period, whether or
not such Eurocurrency Rate Loan was in fact so funded.




Any Lender requesting compensation pursuant to this Section 9.5 shall deliver to the
applicable Borrower (with copies to ProLogis, Global Administrative Agent and the applicable
Funding Agent) a certificate setting forth in reasonable detail a calculation of the amount
demanded and any such certificate shall be conclusive absent demonstrable error. The applicable
Borrower shall pay the applicable Lender the amount shown as due on any such certificate within
fifteen (15) days after receipt thereof.



     9.6 Mitigation Obligations; Replacement of Lenders.




     9.6.1 Designation of a Different Lending Office. If any Credit Party requests
compensation under Section 9.4, or any Borrower is required to pay any additional
amount



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to any Credit Party or any Governmental Authority for the account of any Credit Party
pursuant to Section 9.1, or if any Credit Party gives a notice pursuant to
Section 9.2, then such Credit Party shall use reasonable efforts to designate a
different Lending Office for funding or booking its Loans hereunder or to assign its rights
and obligations hereunder to another of its offices, branches or affiliates, if, in the
reasonable judgment of such Credit Party, such designation or assignment (a) would eliminate
or reduce amounts payable pursuant to Section 9.1 or 9.4, as the case may be,
in the future, or eliminate the need for the notice pursuant to Section 9.2, and (b)
in each case, would not subject such Credit Party to any unreimbursed cost or expense and
would not otherwise be disadvantageous to such Credit Party. ProLogis hereby agrees to pay
(or to cause the applicable Borrower to pay) all reasonable costs and expenses incurred by any
Credit Party in connection with any such designation or assignment.




     9.6.2 Delay in Requests. Failure or delay on the part of any Credit Party to
demand compensation pursuant to Section 9.1, 9.4 or 9.5 shall not
constitute a waiver of such Credit Party’s right to demand such compensation, provided
that no Borrower shall be required to compensate a Credit Party pursuant to any such
Section for any Indemnified Taxes, Other Taxes, increased cost, reduction in return, funding
loss or other amount (any of the foregoing, a “Compensation Amount”) incurred or
suffered more than six (6) months prior to the date that such Credit Party notified ProLogis
of the Change in Law or other event giving rise to such Compensation Amount and of such Credit
Party’s intention to claim compensation therefor (except that, if the Change in Law or other
event giving rise to such Compensation Amount is retroactive, then the six (6) month period
referred to above shall be extended to include the period of retroactive effect thereof).




     9.6.3 Replacement of Lenders. If any Lender requests compensation under
Section 9.4, or if any Borrower is required to pay any additional amount to any Lender
or
any Governmental Authority for the account of any Lender pursuant to Section 9.1,
ProLogis may replace such Lender in accordance with Section 16.12.



     9.7 Qualified Lender Status. If a Lender notifies the applicable Funding Agent (orally or in
writing ) that it is a Qualified Lender with respect to the imposition of a withholding tax, and
(a) such Qualified Lender is subject to withholding taxes immediately prior to and after the
funding of the applicable Loan, and (b) there were Fronting Lenders available to make such Loan on
behalf of such Lender as set forth in Section 2.2.2(b) or 4.2.2(b), as applicable,
then the applicable Borrower shall not be required to pay any withholding taxes imposed on the
payments to such Lender on account of such Loan. Furthermore, each Funding Agent shall be permitted
to rely solely on any notices, certificates, or Assignment and Assumptions provided by any Lender
regarding its status as a Qualified Lender, and such Funding Agent shall not be required to
independently verify such Lender’s status or request any updates from such Lender as to whether it
remains a Qualified Lender at the time of any request for a Credit Extension. Notwithstanding the
foregoing, this Section 9.7 shall not limit any right or remedy of any Lender under this
Article IX with respect to any Loan to the extent such Lender ceases to be a Qualified
Lender due to a Change in Law after the funding of such Loan.



     9.8 Survival. All obligations under this Article IX shall survive termination of the
Aggregate Tranche Commitments and repayment of all other Obligations hereunder.



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ARTICLE X

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS




     10.1 Conditions of Initial Credit Extension. The obligation of each L/C Issuer and each
Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following
conditions precedent:




     10.1.1 Documents. Global Administrative Agent’s receipt of the following, each
of which shall be originals or telecopies (followed promptly by originals) unless otherwise
specified, each properly executed by a Responsible Officer of the signing Loan Party, each
dated the Closing Date (or, in the case of certificates of governmental officials, a recent
date before the Closing Date) and each in form and substance reasonably satisfactory to each
Agent and each Lender:




     (a) executed counterparts of this Agreement, the Parent Guaranty, each
Subsidiary Guaranty, the Security Agency Agreement, and each Pledge Agreement,
sufficient in number for distribution to each Agent and ProLogis;




     (b) such certificates of resolutions or other action, incumbency certificates
and/or other certificates of Responsible Officers of each Loan Party as Global
Administrative Agent may reasonably require evidencing the identity, authority and
capacity of the Responsible Officers thereof authorized to execute and deliver the
Loan Documents to which such Loan Party is a party;




     (c) such documents and certifications as Global Administrative Agent may
reasonably require to evidence that each Loan Party is duly organized or formed in
the jurisdiction of its organization or formation;




     (d) favorable opinions of each of the law firms listed on
Schedule 10.1, as counsel to the Loan Parties as identified on
Schedule 10.1, addressed to each Agent, each L/C Issuer, and each Lender, as
to such matters concerning the Loan Parties and the Loan Documents as Global
Administrative Agent may reasonably request;




     (e) a certificate of a Responsible Officer of each Loan Party either
(i) attaching copies of all consents, licenses and approvals required in connection
with the execution, delivery and performance by such Loan Party, and the validity
against such Loan Party, of the Loan Documents to which it is a party, and such
consents, licenses and approvals shall be in full force and effect, or (ii) stating
that no such consents, licenses or approvals are so required;




     (f) a certificate signed by a Responsible Officer of ProLogis certifying
(i) that the conditions specified in Sections 10.2.1 and 10.2.2 have
been satisfied; (ii) that there has been no event or circumstance since the date of
the Audited Financial Statements that has had or would be reasonably expected to
have, either individually or in the aggregate, a Material Adverse Effect; and (iii)
the current Moody’s Rating, S&P Rating, and Fitch Rating;



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     (g) such other assurances, certificates, documents, consents or opinions as any
Agent, any L/C Issuer, the Swing Line Lenders, or any Tranche Required Lenders
reasonably may require; and




     (h) with respect to each Borrower that is a TMK, a certified copy of such
Borrower’s plan of securitization.




     10.1.2 Fees. Any fees required to be paid on or before the Closing Date shall
have been paid.




     10.1.3 Expenses. Unless waived by Global Administrative Agent, ProLogis shall
have paid all fees, charges and disbursements of counsel to Global Administrative Agent to the
extent invoiced prior to or on the Closing Date, plus such additional amounts of such
fees, charges and disbursements as shall constitute its reasonable estimate of such fees,
charges and disbursements incurred or to be incurred by it through the closing proceedings
(provided that such estimate shall not thereafter preclude a final settling of
accounts between ProLogis and Global Administrative Agent).




     10.1.4 Closing Deadline. The Closing Date shall have occurred on or before
October 15, 2005.




Without limiting the generality of the provisions of Section 15.4, for purposes of
determining compliance with the conditions specified in this Section 10.1, each Lender that
has signed this Agreement shall be deemed to have consented to, approved or accepted or to be
satisfied with each document or other matter required thereunder to be consented to or approved by
or acceptable or satisfactory to a Lender unless Global Administrative Agent shall have received
notice from such Lender prior to the proposed Closing Date specifying its objection thereto.



     10.2 Conditions to all Credit Extensions. The obligation of each Lender to honor any request
for a Credit Extension (other than a Committed Loan Notice requesting only a conversion of
Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans or BA Rate Loan) is
subject to the following conditions precedent:




     10.2.1 Representations and Warranties. The representations and warranties of
(a) Borrowers contained in Article XI and (b) each Loan Party contained in each other
Loan Document or in any document furnished at any time under or in connection herewith or
therewith, shall be true and correct in all material respects on and as of the date of such
Credit Extension, except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they shall be true and correct in all material
respects as of such earlier date, and except that for purposes of this Section 10.2,
the representations and warranties contained in subsections (a) and (b) of
Section 11.5 shall be deemed to refer to the most recent statements furnished pursuant
to clauses (a) and (b), respectively, of Section 12.1.




     10.2.2 Default. No Default shall exist or would result from such proposed Credit
Extension or the application of the proceeds thereof.



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     10.2.3 Request for Credit Extension. The applicable Funding Agent and, if
applicable, an L/C Issuer or a Swing Line Lender shall have received a Request for Credit
Extension in accordance with the requirements hereof.




     10.2.4 Market Events Affecting Alternative Currencies. In the case of a Credit
Extension to be denominated in an Alternative Currency of the applicable Tranche, there shall
not have occurred any change in national or international financial, political or economic
conditions or currency exchange rates or exchange controls which in the reasonable opinion of
the applicable Funding Agent, the applicable Tranche Required Lenders (in the case of any
Loans to be denominated in an Alternative Currency under such Tranche) or the applicable L/C
Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency under
such Tranche) would make it impracticable for such Credit Extension to be denominated in the
relevant Alternative Currency under such Tranche.




     10.2.5 ProLogis Resolutions Regarding Extension. With respect to any Credit
Extension to be funded on or after the Initial Maturity Date, Global Administrative Agent
shall have received (a) certified copies of resolutions or other action of ProLogis ratifying
the extension of the Initial Maturity Date to the Extended Maturity Date and (b) an opinion
letter of U.S. counsel to ProLogis, addressed to each Agent, each L/C Issuer, and each Lender
stating that ProLogis is duly authorized to make such extension.




Each request for a Credit Extension (other than a Committed Loan Notice requesting only a
conversion of Committed Loans to another Type or a continuation of Eurocurrency Rate Loans or BA
Rate Loans) submitted by ProLogis shall be deemed to be a representation and warranty that the
conditions specified in Sections 10.2.1 and 10.2.2 have been satisfied on and as of
the date of the applicable Credit Extension.



ARTICLE XI

REPRESENTATIONS AND WARRANTIES





Each Borrower represents and warrants to the Credit Parties that:



     11.1 Existence, Qualification and Power; Compliance with Laws. Each Company (a) is duly
organized or formed, validly existing and in good standing under the Laws of the jurisdiction of
its incorporation or organization, (b) has all requisite power and authority and all requisite
governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and
carry on its business and (ii) execute, deliver and perform its obligations under the Loan
Documents to which it is a party, (c) is duly qualified and is licensed and in good standing under
the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct
of its business requires such qualification or license, and (d) is in compliance with all Laws;
except in each case referred to in clause (b)(i), (c) or (d) above, to the
extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.



     11.2 Authorization; No Contravention. The execution, delivery and performance by each Loan
Party of each Loan Document to which such Person is party, have been duly authorized by all
necessary corporate or other organizational action, and do not and will not: (a) contravene the



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terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or
contravention of, or the creation of any Lien under, or require any payment to be made under (i)
any Contractual Obligation to which such Person is a party or affecting such Person or the
properties of such Person or any of its Consolidated Subsidiaries or (ii) any order, injunction,
writ or decree of any Governmental Authority or any arbitral award to which such Person or its
property is subject; or (c) violate any Law. Each Company is in compliance with all Contractual
Obligations referred to in clause (b)(i), except to the extent that failure to do so could
not reasonably be expected to have a Material Adverse Effect.



     11.3 Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing
with, any Governmental Authority or any other Person is necessary or required in connection with
the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement
or any other Loan Document.



     11.4 Binding Effect. This Agreement has been, and each other Loan Document, when delivered
hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto.
This Agreement constitutes, and each other Loan Document when so delivered will constitute, a
legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is
party thereto in accordance with its terms, subject to applicable Debtor Relief Laws and general
principles of equity.



     11.5 Financial Statements.




     (a) The Audited Financial Statements (i) were prepared in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein; (ii) fairly present the financial condition of the
Companies as of the date thereof and their results of operations for the period
covered thereby in accordance with GAAP consistently applied throughout the
period covered thereby, except as otherwise expressly noted therein; and (iii) show
(either in the text thereof or the notes thereto) all material Liabilities of the
Companies as of the date thereof.




     (b) The unaudited consolidated balance sheet of the Companies dated March 31,
2009, and the related consolidated statements of income or operations, shareholders’
equity and cash flows for the fiscal quarter ended on that date (i) were prepared in
accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein, and (ii) fairly present the financial
condition of the Companies as of the date thereof and their results of operations
for the period covered thereby, subject, in the case of clauses (i) and
(ii), to the absence of footnotes and to normal year-end audit adjustments.



     11.6 Litigation. As of the Closing Date, there are no actions, suits, proceedings, claims or
disputes pending or, to the knowledge of any Borrower after due and diligent investigation,
threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority,
by or against any Company or against any of Company’s properties or revenues that (a) purport to
affect or pertain to this Agreement or any other Loan Document, or any of the transactions



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contemplated hereby, or (b) except as specifically disclosed in Schedule 11.6, either
individually or in the aggregate, if determined adversely, could reasonably be expected to have a
Material Adverse Effect.



     11.7 No Default. No Company is in default under or with respect to any Contractual Obligation
that could, either individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. No Default has occurred and is continuing or would result from the consummation of
the transactions contemplated by this Agreement or any other Loan Document.



     11.8 Ownership of Property; Liens. ProLogis and each of its Consolidated Subsidiaries has
good record and marketable title in fee simple to, or valid leasehold interests in, all real
property necessary or used in the ordinary conduct of its business, except for such defects in
title as could not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.



     11.9 Environmental Compliance. Each Company conducts in the ordinary course of business a
review of the effect of existing Environmental Laws and claims alleging potential Liability or
responsibility for violation of any Environmental Law on their respective businesses, operations
and properties, and as a result thereof the Companies have reasonably concluded that, except as
specifically disclosed in Schedule 11.9, such Environmental Laws and claims could not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.



     11.10 Insurance. The properties of each Company are insured with financially sound and
reputable insurance companies not Affiliates of ProLogis, in such amounts, with such deductibles
and covering such risks as are customarily carried by companies engaged in similar businesses and
owning similar properties in localities where such Company conducts business; provided that
any Company may maintain insurance with an insurance company that is an Affiliate of ProLogis, to
the extent such insurance company is reasonably acceptable to Global Administrative
Agent and to the extent such self-insurance is permitted by the jurisdiction under which such
Company operates, solely for the purpose of covering up to $25,000,000 of any applicable insurance
claim.



     11.11 Taxes. Each Company has filed all Federal and other material state, provincial, and
other Tax returns and reports required to be filed, and has paid, collected, withheld and remitted
all Federal and other material state, provincial, and other material Taxes, assessments, fees and
other governmental charges levied or imposed upon it or its properties, income or assets otherwise
due and payable, or which it has been required to collect or withhold and remit, except those which
are being contested in good faith by appropriate proceedings diligently conducted and for which
adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment
against ProLogis or any Consolidated Subsidiary that would, if made, have a Material Adverse
Effect.



     11.12 Pension Law Compliance.




     (a) Each Plan is in compliance in all material respects with the applicable
provisions of applicable Laws. Each Plan that is intended to qualify under
Section 401(a) of the Code has received a favorable determination or



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opinion letter
from the IRS or an application for such a letter is currently being processed by the
IRS with respect thereto and, to the best knowledge of ProLogis, nothing has
occurred which would prevent, or cause the loss of, such qualification. ProLogis
and each ERISA Affiliate have made all required contributions to each Pension Plan
subject to Section 412 of the Code, and no application for a funding waiver or an
extension of any amortization period pursuant to Section 412 of the Code has been
made with respect to any such Pension Plan.




     (b) There are no pending or, to the best knowledge of any Borrower, threatened
claims, actions or lawsuits, or action by any Governmental Authority, with respect
to any Plan that could reasonably be expected to have a Material Adverse Effect.
Neither ProLogis nor any other Borrower has knowledge of any prohibited transaction
(within the meaning of Section 4975 of the Code or Section 406 of ERISA) or
violation of the fiduciary responsibility rules (within the meaning of Section 404
or 405 of ERISA) with respect to any Plan that has resulted or could reasonably be
expected to result in a Material Adverse Effect.




     (c) (i) No ERISA Event has occurred or is reasonably expected to occur; (ii)
neither ProLogis nor any ERISA Affiliate has incurred, or reasonably expects to
incur, any Liability under Title IV of ERISA with respect to any Pension Plan (other
than premiums due and not delinquent under Section 4007 of ERISA); (iii) neither
ProLogis nor any ERISA Affiliate has incurred any unsatisfied, or reasonably expects
to incur any, Liability (and no event has occurred which, with the giving of notice
under Section 4219 of ERISA, would result in such Liability) under Section 4201 or
4243 of ERISA with respect to a Multiemployer Plan; and (iv) neither ProLogis nor
any ERISA Affiliate has
engaged in a transaction that reasonably could be expected to be subject to
Sections 4069 or 4212(c) of ERISA.



     11.13 Margin Regulations; Investment Company Act.




     (a) No Borrower is engaged or will engage, principally or as one of its
important activities, in the business of purchasing or carrying margin stock (within
the meaning of Regulation U issued by the FRB), or extending credit for the purpose
of purchasing or carrying margin stock.




     (b) No Borrower is or is required to be registered as an “investment company”
under the Investment Company Act of 1940.



     11.14 Disclosure. Each Borrower has disclosed to the Credit Parties all agreements,
instruments and corporate or other restrictions to which any Company is subject, and all other
matters known to it, that, individually or in the aggregate, could reasonably be expected to result
in a Material Adverse Effect. No report, financial statement, certificate or other information
furnished (whether in writing or orally) by or on behalf of any Loan Party to any Credit Party in
connection with the transactions contemplated hereby and the negotiation of this Agreement or
delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by
other



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information so furnished) contains any material misstatement of fact or omits to state any
material fact necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading in any material respect; provided that, with respect
to projected financial information, each Borrower represents only that such information was
prepared in good faith based upon assumptions believed to be reasonable at the time.



     11.15 Compliance with Laws. Each Company is in compliance in all material respects with the
requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its
properties, except in such instances in which (a) such requirement of Law or order, writ,
injunction or decree is being contested in good faith by appropriate proceedings diligently
conducted or (b) the failure to comply therewith, either individually or in the aggregate, could
not reasonably be expected to have a Material Adverse Effect.



     11.16 Dutch Banking Act. Each Dutch Borrower is in compliance with the Dutch Banking Act and
any regulations issued pursuant thereto.



     11.17 Solvency. Each Borrower is, and after giving effect to all Obligations hereunder will
be, Solvent.



     11.18 Exemption from ERISA; Plan Assets. The assets of each Company are not “plan assets” as
defined in 29 C.F.R. § 2510.3-101(a)(1) (or any successor regulation) of any Plan.



     11.19 Pledge of Unencumbered Pool Properties. ProLogis and the applicable Companies have the
ability to grant a first priority Lien (other than with respect to Permitted Liens) in the
Unencumbered Pool Properties to Global Administrative Agent, for the benefit of the Lenders,
without (a) creating, or requiring the creation of, a Lien in favor of any other Person on such
Unencumbered Pool Properties, and (b) conflicting, breaching, or contravening any material
Contractual Obligation to which ProLogis or such other Company is a party or affecting such
Person or the properties of such Person or any of its Consolidated Subsidiaries.



ARTICLE XII

AFFIRMATIVE COVENANTS





So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation shall
remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding:



     12.1 Financial Statements. ProLogis shall deliver to Global Administrative Agent, in form and
detail satisfactory to Global Administrative Agent:




     (a) as soon as available, but in any event within ninety (90) days after the
end of each fiscal year of ProLogis (commencing with the fiscal year ended December
31, 2005), a consolidated balance sheet of the Companies as at the end of such
fiscal year, and the related consolidated statements of income or operations, equity
and cash flows for such fiscal year, setting forth in each case in comparative form
the figures for the previous fiscal year, all in reasonable detail, audited and
accompanied by a report and opinion of a Registered Public Accounting Firm of
nationally recognized standing reasonably acceptable to Global Administrative Agent,
which report and opinion shall be prepared in



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accordance with generally accepted
auditing standards and applicable Securities Laws; and




     (b) as soon as available, but in any event within forty-five (45) days after
the end of each of the first three (3) fiscal quarters of each fiscal year of
ProLogis (commencing with the fiscal quarter ended June 30, 2005), a consolidated
balance sheet of the Companies as at the end of such fiscal quarter, and the related
consolidated statements of income or operations for such fiscal quarter and for the
portion of ProLogis’ fiscal year then ended, and equity and cash flows for the
portion of the fiscal year then ended, setting forth in each case in comparative
form a balance sheet as of the end of the previous fiscal year and statements of
income or operation and cash flows for the corresponding portion of the previous
fiscal year, all in reasonable detail, certified by a Responsible Officer of
ProLogis as fairly presenting the financial condition, results of operations, equity
and cash flows of the Companies, subject only to normal year-end audit adjustments
and the absence of footnotes.




As to any information contained in materials furnished pursuant to Section 12.2(d),
ProLogis shall not be separately required to furnish such information under clause (a) or
(b) above, but the foregoing shall not be in derogation of the obligation of Borrower to
furnish the information and materials described in clauses (a) and (b) above at the
times specified therein.



     12.2 Certificates; Other Information. ProLogis shall deliver to Global Administrative Agent,
in form and detail satisfactory to Global Administrative Agent:




     (a) concurrently with the delivery of each set of financial statements referred
to in Section 12.1(a), an opinion from a Registered Public Accounting
Firm of nationally recognized standing to the effect that such financial
statements were prepared in accordance with GAAP and present fairly, in all material
respects, the consolidated financial condition of ProLogis as of the date thereof
and the consolidated results of operations of ProLogis for the fiscal year then
ended;




     (b) concurrently with the delivery of each set of financial statements referred
to in Sections 12.1(a) and (b), a duly completed Compliance
Certificate signed by a Responsible Officer of ProLogis, which shall include a
schedule of all Unencumbered Pool Properties, each Unencumbered Pool Property that
is owned by an Eligible Consolidated Subsidiary, and each Property that has been
added or removed as an Unencumbered Pool Property since the last Compliance
Certificate delivered hereunder;




     (c) promptly after any request by Global Administrative Agent, copies of any
detailed audit reports, management letters or recommendations submitted to the board
of trustees (or the audit committee of the board of trustees) of ProLogis by
independent accountants in connection with the accounts or books of ProLogis or any
other Company, or any audit of any of them;



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     (d) promptly after filing, true, correct, and complete copies of all material
reports or filings filed by or on behalf of any Company with any Governmental
Authority (including copies of each Form 10-K, Form 10-Q, and Form S-8 filed by or
on behalf of any Company with the SEC); and




     (e) promptly, such additional information regarding the business, financial or
corporate affairs of any Company (and to the extent available to a Company, any
other Borrower), or compliance with the terms of the Loan Documents, as Global
Administrative Agent may from time to time reasonably request.




Documents required to be delivered pursuant to Section 12.1(a) or (b) or
Section 12.2(d) (to the extent any such documents are included in materials otherwise filed
with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been
delivered on the date (i) on which Borrower posts such documents, or provides a link thereto on
ProLogis’ website on the Internet at the website address listed on Schedule 16.2; or (ii)
on which such documents are posted on ProLogis’ behalf on an Internet or intranet website, if any,
to which each Credit Party has access (whether a commercial, third-party website or whether
sponsored by Global Administrative Agent); provided that: (A) ProLogis shall deliver paper
copies of such documents to Global Administrative Agent that requests ProLogis to deliver such
paper copies until a written request to cease delivering paper copies is given by Global
Administrative Agent and (B) ProLogis shall notify Global Administrative Agent (by telecopier or
electronic mail) of the posting of any such documents and, if requested, provide to Global
Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such
documents. Notwithstanding anything contained herein, in every instance ProLogis shall be required
to provide paper copies of the Compliance Certificates required by Section 6.2.2 to Global
Administrative Agent. Except for such Compliance Certificates, Global Administrative Agent shall
have no obligation
to request the delivery or to maintain copies of the documents referred to above, and in any event
shall have no responsibility to monitor compliance by ProLogis with any such request for delivery,
and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies
of such documents.




ProLogis hereby acknowledges that (a) Agents and/or the Arrangers will make available to each
Lender and the L/C Issuers materials and/or information provided by or on behalf of
ProLogis hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on
IntraLinks or another similar electronic system (the “Platform”) and (b) certain Lenders
may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public
information with respect to ProLogis or its securities) (each, a “Public Lender”).
ProLogis hereby agrees that: (w) all Borrower Materials that are to be made available to Public
Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the
word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials
“PUBLIC,” ProLogis shall be deemed to have authorized each Credit Party to treat such Borrower
Materials as not containing any material non-public information with respect to ProLogis or its
securities for purposes of United States Federal and state securities laws (provided that
to the extent such Borrower Materials constitute Information, they shall be treated as set forth in
Section 16.7); (y) all Borrower Materials marked “PUBLIC” are permitted to be made
available through a portion of the Platform designated “Public Investor;” and (z) Agents



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and the
Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being
suitable only for posting on a portion of the Platform not designated “Public Investor.”
Notwithstanding the foregoing, ProLogis shall have no obligation to mark any Borrower Materials
“PUBLIC”.



     12.3 Notices. ProLogis shall promptly notify Global Administrative Agent:




     (a) of the occurrence of any Default;




     (b) of any matter that has resulted or could reasonably be expected to result
in a Material Adverse Effect, including: (i) breach or non-performance of, or any
default under, a Contractual Obligation of any Company; (ii) any dispute,
litigation, investigation, proceeding or suspension between any Company and any
Governmental Authority; or (iii) the commencement of, or any material development
in, any litigation or proceeding affecting any Company, including pursuant to any
applicable Environmental Laws;




     (c) of the occurrence of any ERISA Event;




     (d) of any material change in accounting policies or financial reporting
practices by Borrower or any Consolidated Subsidiary (except to the extent disclosed
in financial statements provided pursuant to Section 12.1, including the
footnotes to such financial statements);




     (e) of the occurrence of any Internal Control Event; and




     (f) promptly upon receipt by ProLogis of notice thereof, and in any event
within five (5) Business Days after any change in the Moody’s Rating, the S&P
Rating, or the Fitch Rating, notice of such change.




Each notice pursuant to this Section 12.3 shall be accompanied by a statement of a
Responsible Officer of ProLogis setting forth details of the occurrence referred to therein and
stating what action ProLogis has taken and proposes to take with respect thereto. Each notice
pursuant to Section 12.3(a) shall describe with particularity any and all provisions of
this Agreement and any other Loan Document that have been breached. Global Administrative Agent
shall promptly notify Lenders of any notice received under this Section 12.3.



     12.4 Payment of Obligations. ProLogis shall, and shall cause each other Company to, pay and
discharge as the same shall become due and payable, all its Liabilities (including tax
Liabilities), except to the extent (a) the same are being contested in good faith by appropriate
proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained
therefor, or (b) the failure to pay and discharge Liabilities could not reasonably be expected to
result in a Material Adverse Effect.



     12.5 Preservation of Existence, Etc. ProLogis shall, and shall cause each other Loan Party
to: (a) preserve, renew and maintain in full force and effect its legal existence and good standing
under the Laws of the jurisdiction of its organization except in a transaction permitted by
Section 13.4 or 13.5; (b) take all reasonable action to maintain all rights,
privileges, permits, licenses



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and franchises necessary or desirable in the normal conduct of its
business, except to the extent that failure to do so could not reasonably be expected to have a
Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade
names and service marks, the non-preservation of which could reasonably be expected to have a
Material Adverse Effect.



     12.6 Maintenance of Properties. ProLogis shall, and shall cause each other Company to:
(a) maintain, preserve and protect all of its material properties and equipment necessary in the
operation of its business in good working order and condition, ordinary wear and tear excepted; and
(b) make all necessary repairs thereto and renewals and replacements thereof, in each case except
where the failure to do so could not reasonably be expected to have a Material Adverse Effect.



     12.7 Maintenance of Insurance. ProLogis shall, and shall cause each other Company to,
maintain with financially sound and reputable insurance companies not Affiliates of ProLogis,
insurance in such amounts, with such deductibles and covering such risks as is customarily carried
by companies engaged in similar businesses and owning similar properties in localities where such
Company conducts business; provided that any Company may maintain insurance with an
insurance company that is an Affiliate of ProLogis, to the extent such insurance company is
reasonably acceptable to Global Administrative Agent and to the extent such self-insurance is
permitted by the jurisdiction under which such Company operates, solely for the purpose of covering
up to $25,000,000 of any applicable insurance claim.



     12.8 Compliance with Laws. ProLogis shall, and shall cause each other Company to, comply in
all material respects with the requirements of all Laws and all orders, writs, injunctions and
decrees applicable to it or to its business or property, except in such instances in which (a) such
requirement of Law or order, writ, injunction or decree is being contested in good faith by
appropriate proceedings diligently conducted, or (b) the failure to comply therewith could not
reasonably be expected to have a Material Adverse Effect.



     12.9 Books and Records. ProLogis shall, and shall cause each other Company to, maintain
proper books of record and account, in which true and correct entries are made that are sufficient
to prepare ProLogis’ financial statements in conformity with GAAP consistently applied.



     12.10 Inspection Rights. Upon reasonable request, and subject to Section 16.7,
ProLogis shall, and shall cause each other Company to, allow any Agent (or its Related Parties who
may be accompanied by a Related Party of one (1) or more Lenders) to inspect any of its properties,
to review reports, files, and other records and to make and take away copies thereof, and to
discuss (provided that ProLogis or the applicable Eligible Affiliate is given the
opportunity to be present for such discussions) any of its affairs, conditions, and finances with
its directors, officers, employees, or representatives from time to time upon reasonable notice,
during normal business hours; provided that unless a Default has occurred and is continuing
and except in the case of Global Administrative Agent and its Related Parties, such inspections
shall be at the applicable Credit Party’s sole cost and expense.



     12.11 Use of Proceeds. Each Borrower shall use the proceeds of the Credit Extensions for
general corporate purposes not in contravention of any Law or of any Loan Document,
provided that Yen Borrowers shall only use the proceeds of Yen Credit Extensions
denominated in Yen for (a) refinancing obligations under the agreement referred to in clause
(b) of the definition of Existing



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Credit Agreements, (b) funding the acquisition and
development of Properties, or the acquisition of beneficial interests in Properties, in Japan, (c)
funding the acquisition of preferred shares in entities held in a Japan Properties Fund and (d)
working capital and other general corporate purposes in connection with the Companies’ operations
in Japan.



     12.12 REIT Status. ProLogis shall, at all times, qualify as a REIT (including its
organization and method of operations and those of its Consolidated Subsidiaries).



     12.13 Guaranties.




     (a) Pursuant to the Parent Guaranty, ProLogis shall Guarantee the Obligations of all
Affiliate Borrowers.




     (b) ProLogis shall cause International Finance, each other Affiliate Borrower (other
than any Property Fund Borrower, any Short Term Affiliate Borrower and any Finance
Subsidiary) and each Major Subsidiary (other than any Finance Subsidiary) to execute a
Subsidiary Guaranty (provided that a Major Subsidiary shall only be required to
execute such Subsidiary Guaranty on the Closing Date and thereafter within thirty days (30)
after the end of each fiscal quarter during the term of this Agreement) that Guarantees the
Obligations under each Tranche except to the extent that the Guarantee of such Obligations
(i) is prohibited by the Laws of the jurisdiction in which such Affiliate Borrower or Major
Subsidiary, as applicable, is organized or (ii) would result in material adverse tax
Liabilities to ProLogis, such Affiliate Borrower, or such Major Subsidiary; provided
that, except for PLD Europe Finance B.V. and ProLogis U.K. Funding II B.V., no Affiliate
Borrower or Major Subsidiary that is organized under the Laws of the United
Kingdom or a Participating Member State shall be required to execute a Subsidiary
Guaranty. On the Closing Date, ProLogis shall cause each Affiliate Borrower and each Major
Subsidiary listed on Schedule 12.13 to execute a Subsidiary Guaranty that Guarantees
the Obligations under each Tranche listed on such Schedule 12.13.



     12.14 Collateral. Within thirty days (30) after the end of each fiscal quarter during the
term of this Agreement, ProLogis shall cause each Company (other than International Finance and any
Finance Subsidiary) to grant to Collateral Agent, for the benefit of all Designated Senior Debt, on
a pari passu basis, a first-priority Lien in all Indebtedness (a) in excess of $1,000,000 payable
to such Company by each Consolidated Subsidiary that does not Guarantee all of the Obligations, and
(b) in excess of $25,000,000 payable to such Company by each Unconsolidated Affiliate (and its
Consolidated Subsidiaries), in each case except to the extent that the granting of such Lien (x) is
not permitted by applicable Laws or (y) would result in material adverse tax Liabilities to
ProLogis or such Company; provided that, except for PLD Europe Finance B.V., ProLogis U.K.
Funding B.V. and ProLogis U.K. Funding II B.V. (in each case to the extent such Company is required
to grant a Lien pursuant to the foregoing provisions of this Section 12.14), no Company
that is organized under the Laws of the United Kingdom or a Participating Member State shall be
required to grant any Lien to Collateral Agent pursuant to this Section 12.14. On the
Closing Date, ProLogis shall, and shall cause each other Company listed on Schedule 12.14
to, grant to Collateral Agent, for the benefit of all Designated Senior Debt, on a pari passu
basis, a first-priority Lien in all Indebtedness listed on such Schedule 12.14.



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     12.15 Pledge by International Finance. Within thirty days (30) after the end of each fiscal
quarter during the term of this Agreement, ProLogis shall cause International Finance to grant to
ProLogis a first-priority Lien in (a) all Indebtedness (i) payable to International Finance by each
Consolidated Subsidiary that does not Guarantee all of the Obligations, and (ii) in excess of
$25,000,000 payable to International Finance by each Unconsolidated Affiliate (and its Consolidated
Subsidiaries) and (b) all Equity Interests in Finance Subsidiaries owned by International Finance,
in each case except to the extent that the granting of such Lien (x) is not permitted by applicable
Laws or (y) would result in material adverse tax Liabilities to ProLogis or International Finance.



     12.16 Claims Pari Passu. Each Loan Party shall ensure that at all times the claims of the
Credit Parties under the Loan Documents rank at least pari passu with the claims of all its
unsecured and unsubordinated creditors other than those claims that are preferred by Debtor Relief
Laws.



ARTICLE XIII

NEGATIVE COVENANTS





So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation shall
remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding:



     13.1 Investments. ProLogis shall not permit, as of any date, the Companies’ aggregate direct
Investments in raw land, Non-Industrial Properties, Retail Properties, and Properties subject to a
ground lease to a Person that is not an Affiliate of ProLogis to exceed in the aggregate
twenty-five percent (25%) of Total Asset Value.



     13.2 Secured Indebtedness; Subsidiary Indebtedness.




     (a) ProLogis shall not permit the aggregate amount of all Secured Debt of the Companies
at any time outstanding to exceed thirty percent (30%) of Total Asset Value.




     (b) ProLogis shall not permit any Consolidated Subsidiary to incur Indebtedness in
respect of any publicly-traded debt securities (“Public Debt”); provided
that (i) any Consolidated Subsidiary may incur Permitted Subsidiary Public Debt (as defined
below); and (ii) any Consolidated Subsidiary may incur additional Public Debt that does not
(at the time of issuance or at any time thereafter unless such Public Debt becomes Permitted
Subsidiary Public Debt) constitute Designated Senior Debt so long as, after giving effect to
such incurrence, the aggregate outstanding principal amount (without duplication if any such
Public Debt is guaranteed by any other Consolidated Subsidiary) of all Public Debt (other
than Permitted Subsidiary Public Debt) of all Consolidated Subsidiaries would not exceed the
Dollar Equivalent of $750,000,000. For purposes of the foregoing, “Permitted Subsidiary
Public Debt” means any Public Debt (i) issued by a Consolidated Subsidiary that is a
Subsidiary Guarantor or (ii) issued pursuant to documentation that (A) provides (initially
or via amendment) that, upon the occurrence of the Trigger Date, the trustee or other
relevant party that is to receive payments on behalf of the holders of such Public Debt
agrees that it will turn over such payments to Collateral Agent for sharing in accordance
with the terms of the Security Agency



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Agreement and (B) otherwise is in form reasonably
satisfactory to Global Administrative Agent.



     13.3 Fundamental Changes. ProLogis shall not, and shall not permit any other Company or other
Borrower to, merge, dissolve, liquidate, consolidate with or into another Person, except that, so
long as no Default exists or would result therefrom:




     (a) any Consolidated Subsidiary may merge with ProLogis, provided that
ProLogis shall be the continuing or surviving Person;




     (b) any Consolidated Subsidiary may merge with any one or more other
Consolidated Subsidiaries, provided that if any party to such merger was a
Subsidiary Guarantor, then the continuing or surviving Person must be a Subsidiary
Guarantor; and




     (c) any Company (other than ProLogis or any other Borrower) may be voluntarily
dissolved or liquidated under the laws of its jurisdiction of organization
(excluding any Debtor Relief Law).



     13.4 Dispositions. ProLogis shall not, and shall not permit any other Company to, make any
Disposition, except:




     (a) Dispositions of obsolete or worn out property, whether now owned or
hereafter acquired, in the ordinary course of business;




     (b) Dispositions of property to the extent that (i) such property is exchanged
for credit against the purchase price of similar replacement property or
(ii) the proceeds of such Disposition are reasonably promptly applied to the
purchase price of similar replacement property;




     (c) Dispositions of property by any Consolidated Subsidiary to ProLogis or
another Consolidated Subsidiary; provided that if the transferor of such
property is a Borrower or a Guarantor, the transferee thereof must either be a
Borrower or a Guarantor;




     (d) Dispositions permitted by Section 13.3;




     (e) leases of Properties in the ordinary course of business;




     (f) reserved;




     (g) sales or other transfers of assets to Property Funds; and




     (h) other sales or other transfers of assets during any period of four (4)
consecutive fiscal quarters having a fair market value of not more than twenty
percent (20%) of the fair market value of all assets of the Companies as of the
first (1st) day of such period or, if greater, immediately prior to such
sale or transfer;



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provided that any Disposition pursuant to clauses (a), (b), (g) and
(h) shall be for fair market value.



     13.5 Restricted Payments. ProLogis shall not, and shall not permit any other Company to,
declare or make, directly or indirectly, any Restricted Payment, or incur any obligation
(contingent or otherwise) to do so, except that:




     (a) any Consolidated Subsidiary may make Restricted Payments to ProLogis or
another Consolidated Subsidiary;




     (b) so long as no Default exists of would result therefrom, any Consolidated
Subsidiary may make Restricted Payments to any other Person that owns an Equity
Interest in such Consolidated Subsidiary, so long as payments are concurrently made
ratably to all holders of the type of Equity Interest in respect of which such
Restricted Payment is being made;




     (c) any Company may declare and make dividend payments or other distributions
payable solely in the common stock or other common Equity Interests of such Person;




     (d) any Company may purchase, redeem or otherwise acquire Equity Interests
issued by it with the proceeds received from the substantially concurrent issue of
new shares of its common stock or other common Equity Interests;




     (e) ProLogis may pay cash dividends and make other cash distributions to the
holders of its Equity Interests in an amount not to exceed in
the aggregate the greater of (i) ninety-five percent (95%) of the
aggregate, cumulative “Funds from Operations” (excluding non-cash impairment
charges, write-downs, or losses) of ProLogis as reported to its shareholders in
either the annual report of ProLogis filed by or on behalf of ProLogis with the SEC
on a Form 10-K or the quarterly investment package prepared for the holders of its
Equity Interests after December 31, 2008, and (ii) the amount of Restricted Payments
required to be paid by ProLogis in order for ProLogis to eliminate its REIT taxable
income and/or to maintain its status as a REIT;




     (f) Restricted Payments in connection with employee and trustee stock option
plans or similar employee or trustee incentive arrangements so long as any such
Restricted Payments that are paid in cash are permitted pursuant to Section
13.5(g); and




     (g) ProLogis may purchase, redeem or otherwise acquire any of its Equity
Interests; provided that (i) no Default exists before or after giving effect
to such purchase, redemption or other acquisition, and (ii) after giving effect to
such purchase, redemption or other acquisition, the sum of (x) the aggregate
purchase price, redemption price or other acquisition price paid or payable in cash
of all such purchases, redemptions or other acquisitions and (y) all Restricted
Payments paid or payable in cash that are permitted pursuant to Section
13.5(f) since the Third Amendment Effective Date shall not exceed the sum of (A)
the amount by



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which the amount calculated in Section 13.5(e)(i) exceeds the
aggregate amount of all cash dividends and cash distributions made by ProLogis after
December 31, 2008 plus (B) $50,000,000.



     13.6 Change in Nature of Business. ProLogis shall not, and ProLogis shall not permit any
other Company to, engage in any material line of business substantially different from those lines
of business conducted by the Companies or Catellus and its subsidiaries on the date hereof or any
business substantially related or incidental thereto.



     13.7 Transactions with Affiliates. ProLogis shall not, and shall not permit any other Company
to, enter into any transaction of any kind with any Affiliate of ProLogis, whether or not in the
ordinary course of business; provided that the foregoing restriction shall not apply to
(a) transactions with existing shareholders of Consolidated Subsidiaries and Unconsolidated
Affiliates, (b) transactions in the ordinary course of business (i) on fair and reasonable terms
substantially as favorable to such Borrower or such Company as would be obtainable by such Borrower
or such Company at the time in a comparable arm’s length transaction with a Person other than an
Affiliate or (ii) that comply with the requirements of the North America Security Administrators
Association’s Statement of Policy of Real Estate Investment Trusts, (c) payments to or from such
Affiliates under leases of commercial space on market terms, (d) payment of fees under asset or
property management agreements under terms and conditions available from qualified management
companies, (e) intercompany Liabilities and other Investments between any Company and its
Consolidated Subsidiaries and Unconsolidated Affiliates otherwise permitted pursuant to this
Agreement, (f) transactions between Companies, and (g) transactions otherwise permitted hereunder.



     13.8 Negative Pledge Agreements; Burdensome Agreements.




     (a) ProLogis shall not, and shall not permit any other Company to, grant a Lien
(other than Permitted Liens) to any Person in (i) any Unencumbered Pool Property,
(ii) any Property with Unencumbered NOI that is used in the calculation of
Unencumbered Debt Service Coverage Ratio, or (iii) the Equity Interests of any
Company (other than ProLogis) that owns an Unencumbered Pool Property or whose
Unencumbered NOI is used in the calculation of Unencumbered Debt Service Coverage
Ratio.




     (b) ProLogis shall not, and shall not permit any other Company to, enter into
any negative pledge or other agreement with any other Person such that ProLogis or
any Company that is an Affiliate Borrower, a Subsidiary Guarantor or an Eligible
Consolidated Subsidiary shall be prohibited from granting to Global Administrative
Agent, for the benefit of the Credit Parties, a first-priority Lien in (i) any
Unencumbered Pool Property, (ii) any Property with Unencumbered NOI that is used in
the calculation of Unencumbered Debt Service Coverage Ratio, or (iii) the Equity
Interests of any Company (other than ProLogis) that owns an Unencumbered Pool
Property or whose Unencumbered NOI is used in the calculation of Unencumbered Debt
Service Coverage Ratio; provided that the foregoing shall not apply to
restrictions in any Designated Senior Debt that require that any Liens in any
property, assets, or revenues of any Company secure



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such Designated Senior Debt on a
pari passu basis. Nothing herein should be construed as creating a Lien.




     (c) ProLogis shall not permit any Consolidated Subsidiary to enter into any
Contractual Obligation (other than this Agreement, any other Loan Document or any
other agreement or document evidencing or governing Indebtedness of such
Consolidated Subsidiary) that limits the ability of such Consolidated Subsidiary to
make Restricted Payments to any Company.



     13.9 Use of Proceeds. Borrowers shall not use the proceeds of any Credit Extension, whether
directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry
margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the
purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for
such purpose.



     13.10 Financial Covenants.




     13.10.1 Consolidated Tangible Net Worth. ProLogis shall not permit Consolidated
Tangible Net Worth at any time to be less than the sum of (a) $6,600,000,000 and (b)
an amount equal to seventy percent (70%) of the aggregate increases in Shareholders’ Equity
after the Third Amendment Effective Date by reason of the issuance and sale of Equity
Interests of any Company (other than (x) the issuance and sale of preferred Equity Interests
in substitution and replacement of other preferred Equity Interests that ProLogis redeemed or
otherwise acquired pursuant to a Permitted Redemption to the extent that the net proceeds from
such issuance and sale do not exceed
the amount of such Permitted Redemption and (y) issuances to a Company), including upon
any conversion of debt securities of any Company into such Equity Interests.




     13.10.2 Consolidated Leverage Ratio. ProLogis shall not permit the Consolidated
Leverage Ratio at any time to be greater than the Maximum Leverage Ratio.




     13.10.3 Fixed Charge Coverage Ratio. ProLogis shall not permit the Fixed Charge
Coverage Ratio, as of the last day of any fiscal quarter, to be less than 1.50 to 1.0.




     13.10.4 Unencumbered Debt Service Coverage Ratio. ProLogis shall not permit the
Unencumbered Debt Service Coverage Ratio, as of the last day of any fiscal quarter, to be less
than 1.50 to 1.0.



     13.11 Unencumbered Pool Asset Value. ProLogis shall not permit at any time (a) the sum of
(without duplication) (i) the Dollar Equivalent of the Total Global Outstandings, plus (ii)
all Settlement Debt, plus (iii) the amount of any assessment bonds secured by Liens on any
Unencumbered Pool Property to the extent that the applicable Company is in material default under
the terms thereof, and plus (iv) the Dollar Equivalent of any other Indebtedness (other
than Non-Recourse Debt and obligations related thereto) of the Companies (determined on a
consolidated basis) maturing within one (1) year after the applicable date of determination to be
greater than (b) the product of (i) fifty five percent (55%) times (ii) the Unencumbered
Pool Asset Value as of the last day of the most-recent fiscal quarter ending on or prior to the
applicable date of determination.



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     13.12 International Finance. ProLogis shall not permit International Finance to (a) cease to
be a Wholly-owned Subsidiary of ProLogis; (b) engage in any material business other than
(i) lending funds to ProLogis, other Companies or Unconsolidated Affiliates, (ii) holding Equity
Interests in Companies and (iii) activities incidental to the foregoing; or (c) incur any
Indebtedness other than (i) Indebtedness to ProLogis or a Subsidiary Guarantor, (ii) Indebtedness
under this Agreement, (iii) Indebtedness in respect of the 4.375% notes due 2011 in the original
principal amount of EUR 350,000,000 or (iv) other Indebtedness guaranteed by ProLogis that
constitutes Designated Senior Debt.



ARTICLE XIV

EVENTS OF DEFAULT AND REMEDIES




     14.1 Events of Default. Any of the following shall constitute an “Event of Default”:




     14.1.1 Non-Payment. Any Borrower or any other Loan Party fails to pay (a) when
and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation,
or (b) within three (3) Business Days after the same becomes due, any interest on any Loan or
on any L/C Obligation, or any fee due hereunder, or (c) within five (5) days after the same
becomes due, any other amount payable hereunder or under any other Loan Document.




     14.1.2 Specific Covenants. ProLogis (or, if applicable, any other Loan Party)
fails to perform or observe any term, covenant or agreement contained in any of
Section 12.10, 12.13, 13.2, 13.5, or 13.10.




     14.1.3 Other Defaults. ProLogis (or, if applicable, any other Loan Party) fails
to perform or observe any other covenant or agreement (not specified in Section 14.1.1
or 14.1.2 above) contained in any Loan Document on its part to be performed or
observed and such failure continues for thirty (30) days (less, in the case of
Section 12.3, the number of days between the date a Responsible Officer of ProLogis
obtained knowledge of such failure and the date that notice thereof is given pursuant to
Section 12.3) after the first to occur of (a) a Responsible Officer of ProLogis
obtaining knowledge of such failure or (b) ProLogis’ receipt of notice from Global
Administrative Agent of such failure; provided that if such failure is of such a
nature that can be cured but cannot with reasonable effort be completely cured within thirty
(30) days, then such thirty (30) day period shall be extended for such additional period of
time (not exceeding thirty (30) additional days) as may be reasonably necessary to cure such
failure so long as ProLogis (or the applicable Loan Party) commences such cure within such
thirty (30) day period and diligently prosecutes same until completion.




     14.1.4 Representations and Warranties. Any representation, warranty,
certification or statement of fact made or deemed made by or on behalf of any Borrower or any
other Loan Party herein, in any other Loan Document, or in any document delivered in
connection herewith or therewith shall be incorrect or misleading in any material respect when
made or deemed made.



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     14.1.5 Cross-Default.




     (a) Any Company fails to make any payment when due (whether by scheduled
maturity, required prepayment, acceleration, demand, or otherwise) in respect of any
Indebtedness or Guarantee (other than Indebtedness hereunder or under any other Loan
Document and Indebtedness under Swap Contracts) having an aggregate principal amount
(including amounts owing to all creditors under any combined or syndicated credit
arrangement) of more than $50,000,000; or




     (b) Any Company fails to observe or perform any other agreement or condition
relating to or in respect of any Indebtedness or Guarantee or contained in any
instrument or agreement evidencing, securing or relating to the same, or any other
event (excluding voluntary actions by the applicable Company) occurs, the effect of
which default or other event is to cause Indebtedness having an aggregate principal
amount (including amounts owing to all creditors under any combined or syndicated
credit arrangement) of more than $50,000,000, to be demanded or to become due or to
be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an
offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior
to its stated maturity, or such Guarantee to become payable or cash collateral in
respect thereof to be demanded; or




     (c) There occurs under any Swap Contract an Early Termination Date (as defined
in such Swap Contract) resulting from (i) any event of default under such Swap
Contract as to which any Borrower or any Consolidated Subsidiary is the Defaulting
Party (as defined in such Swap Contract) or (ii) any Termination Event (as so
defined) under such Swap Contract as to which any Borrower or any
Consolidated Subsidiary is an Affected Party (as so defined) and, in either
event, the Swap Termination Value owed by any Borrower or such Consolidated
Subsidiary as a result thereof is greater than $50,000,000 and such amount is not
paid when due.




     14.1.6 Insolvency Proceedings, Etc. Any Company institutes or consents to the
institution of any proceeding under any Debtor Relief Law, or makes an assignment for the
benefit of creditors; or applies for or consents to the appointment of any receiver, trustee,
custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any
material part of its property; or any receiver, trustee, custodian, conservator, liquidator,
rehabilitator or similar officer is appointed without the application or consent of such
Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or
any proceeding under any Debtor Relief Law relating to any Company or to all or any material
part of its property is instituted without the consent of such Company and continues
undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any
such proceeding.




     14.1.7 Inability to Pay Debts; Attachment. (a) Any Company becomes unable or
admits in writing its inability or fails generally to pay its debts as they become due, or (b)
any writ or warrant of attachment or execution or similar process is issued or levied against



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all or any material part of the property of any Company and is not released, vacated or fully
bonded within thirty (30) days after its issue or levy.




     14.1.8 Judgments. There is entered against any Company (a) a final judgment or
order for the payment of money in an aggregate amount exceeding $50,000,000 (to the extent not
covered by insurance as to which the insurer does not dispute coverage), or (b) any one or
more non-monetary final judgments that have, or could reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect and, in either case, (i)
enforcement proceedings are commenced by any creditor upon such judgment or order, or (ii)
there is a period of ten (10) consecutive days during which a stay of enforcement of such
judgment, by reason of a pending appeal or otherwise, is not in effect.




     14.1.9 ERISA. (a) An ERISA Event occurs with respect to a Pension Plan or
Multiemployer Plan which has resulted or could reasonably be expected to result in Liability
of any Company under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the
PBGC in an aggregate amount in excess of $5,000,000, or (b) ProLogis or any ERISA Affiliate
fails to pay when due, after the expiration of any applicable grace period, any installment
payment with respect to its withdrawal Liability under Section 4201 of ERISA under a
Multiemployer Plan in an aggregate amount in excess of $5,000,000.




     14.1.10 Invalidity of Loan Documents. Any provision of any Loan Document, at any
time after its execution and delivery and for any reason other than as expressly permitted
hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full
force and effect (unless such cessation would not affect the obligations of any applicable
Loan Party or the rights and remedies of any Credit Party, in each case, in any material
respect); or any Loan Party contests in any manner the validity or enforceability of
any provision of any Loan Document; or any Loan Party denies that it has any or further
Liability or obligation under any Loan Document, or purports to revoke, terminate or rescind
any provision of any Loan Document.




     14.1.11 Change of Control. (a) A Change of Control occurs or (b) ProLogis shall
cease to own Equity Interests of any Affiliate Borrower unless all Loans of such Affiliate
Borrower have been paid in full.




     14.1.12 Plan Assets. The assets of any Borrower at any time constitute “plan
assets” as defined in 29 C.F.R. § 2510.3-101(a)(1) (or any successor regulation).




     14.1.13 Insolvency Proceedings in Japan. Any Company which is incorporated or
established in Japan takes any corporate or legal actions, or any other action or legal
proceeding is commenced against such Company for the purpose of winding-up, dissolution,
liquidation, administration or re-organization or for the appointment of a liquidator,
receiver, administrator, administrative receiver, conservator, custodian, trustee or similar
officer of it or of all or any material part of its revenues and assets (unless such
winding-up, dissolution, liquidation, administration, re-organization or appointment is
permitted under this Agreement or is otherwise carried out in connection with a reconstruction
or amalgamation when solvent, on terms previously approved by Global



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Administrative Agent)
under any domestic or foreign bankruptcy, insolvency, receivership or similar Law now or
hereafter in effect (including, under Japanese Law, any corporate action or proceedings
relating to the commencement of bankruptcy proceedings (hasan tetsuzuki), the commencement of
civil rehabilitation proceedings (minji saisei tetsuzuki), the commencement of corporate
reorganization proceedings (kaisha kosei tetsuzuki), the commencement of company arrangement
(kaisha seiri) or the commencement of special liquidation (tokubetsu seisan));
provided that there shall be no Event of Default under this Section 14.1.13, to the
extent any such action or proceeding is not initiated by, at the request of, or with the
agreement of, such Company and such action, legal proceeding or appointment continues
undischarged or unstayed for a period ending on the earlier of (a) thirty (30) days after
commencement or, if earlier, the date on which such proceeding is advertised and (b) a
judgment to commence proceedings (or preservative order) has been made in relation to the
matter in respect of which the action, proceeding or appointment was initiated.



     14.2 Remedies Upon Event of Default. If any Event of Default occurs and is continuing, Global
Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders,
take any or all of the following actions:




     (a) declare the commitment of each Lender to make Loans and any obligation of
any L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such
commitments and obligation shall be terminated;




     (b) declare the unpaid principal amount of all outstanding Loans, all interest
accrued and unpaid thereon, and all other amounts owing or payable hereunder or
under any other Loan Document to be immediately due and payable,
without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived by each Borrower;




     (c) require that each Borrower Cash Collateralize its respective L/C
Obligations (in an amount equal to the then Outstanding Amount of such L/C
Obligations); and




     (d) exercise on behalf of itself and each Lender all rights and remedies
available to it and Lenders under the Loan Documents;




provided that upon the occurrence of an actual or deemed entry of an order for relief with
respect to any Borrower under the Bankruptcy Code of the United States, the obligation of each
Lender to make Loans and any obligation of any L/C Issuer to make L/C Credit Extensions shall
automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and
other amounts as aforesaid shall automatically become due and payable, and the obligation of each
Borrower to Cash Collateralize its respective L/C Obligations as aforesaid shall automatically
become effective, in each case without further act of Global Administrative Agent or any Lender.



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     14.3 Application of Funds.




     (a) Any amount applied to the Obligations of a Borrower during the existence of an Event of
Default but prior to the Trigger Date shall be applied, first, to the fees and expenses of the
applicable Agents to the extent then due and payable and such Borrower has liability therefor, and,
then, to the Obligations of such Borrower specified by the Required Lenders; provided that,
so long as no Event of Default exists under Section 14.1.1, no amount shall be applied in a
manner that results in an Event of Default under Section 14.1.1 if such payment could be
applied in a manner that would not result in such an Event of Default.




     (b) Any amount applied to the Obligations of a Borrower on and after the Trigger Date shall be
applied to such Obligations as set forth in the Security Agency Agreement.



ARTICLE XV

AGENTS




     15.1 Appointment and Authority.




     (a) Each Lender and each L/C Issuer hereby irrevocably appoints Bank of America
to act on its behalf as Global Administrative Agent and Collateral Agent hereunder
and under the other Loan Documents and authorizes Global Administrative Agent and
Collateral Agent to take such actions on its behalf and to exercise such powers as
are delegated to Global Administrative Agent and Collateral Agent, as applicable, by
the terms hereof or thereof, together with such actions and powers as are reasonably
incidental thereto.




     (b) Each U.S. Lender and each U.S. L/C Issuer hereby irrevocably appoints Bank
of America to act on its behalf as U.S. Funding Agent hereunder and under the other
Loan Documents and authorizes U.S. Funding Agent to take
such actions on its behalf and to exercise such powers as are delegated to U.S.
Funding Agent, as applicable, by the terms hereof or thereof, together with such
actions and powers as are reasonably incidental thereto.




     (c) Each Canadian Lender hereby irrevocably appoints Bank of America, acting
through its Canada branch, to act on its behalf as Canadian Funding Agent hereunder
and under the other Loan Documents and authorizes Canadian Funding Agent to take
such actions on its behalf and to exercise such powers as are delegated to Canadian
Funding Agent by the terms hereof or thereof, together with such actions and powers
as are reasonably incidental thereto.




     (d) Each Euro Lender and each Euro L/C Issuer hereby irrevocably appoints ABN
AMRO to act on its behalf as Euro Funding Agent hereunder and under the other Loan
Documents and authorizes Euro Funding Agent to take such actions on its behalf and
to exercise such powers as are delegated to Euro Funding Agent by the terms hereof
or thereof, together with such actions and powers as are reasonably incidental
thereto.



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     (e) Each Yen Lender and each Yen L/C Issuer hereby irrevocably appoints SMBC to
act on its behalf as Yen Funding Agent hereunder and under the other Loan Documents
and authorizes Yen Funding Agent to take such actions on its behalf and to exercise
such powers as are delegated to Yen Funding Agent by the terms hereof or thereof,
together with such actions and powers as are reasonably incidental thereto.




     (f) Each KRW Lender hereby irrevocably appoints SMBC to act on its behalf as
KRW Funding Agent hereunder and under the other Loan Documents and authorizes KRW
Funding Agent to take such actions on its behalf and to exercise such powers as are
delegated to KRW Funding Agent by the terms hereof or thereof, together with such
actions and powers as are reasonably incidental thereto.




     The provisions of this Article are solely for the benefit of Agents, Lenders, and L/C Issuers,
and no Loan Party shall have rights as a third party beneficiary of any of such provisions.



     15.2 Rights as a Lender. Any Person serving as an Agent hereunder shall have the same rights
and powers in its capacity as a Lender as any other Lender and may exercise the same as though it
were not an Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or
the context otherwise requires, include each Person serving as an Agent hereunder in its individual
capacity. Any Person and its Affiliates may accept deposits from, lend money to, act as the
financial advisor or in any other advisory capacity for and generally engage in any kind of
business with ProLogis and its Affiliate as if such Person were not an Agent hereunder and without
any duty to account therefor to Lenders.



     15.3 Exculpatory Provisions. No Agent shall have any duties or obligations except those
expressly set forth herein and in the other Loan Documents. Without limiting the generality of the
foregoing, no Agent:




     (a) shall be subject to any fiduciary or other implied duties, regardless of
whether a Default has occurred and is continuing;




     (b) shall have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly contemplated
hereby or by the other Loan Documents that such Agent is required to exercise as
directed in writing by the Required Lenders (or such other number, percentage or
group of Lenders as shall be expressly provided for herein or in the other Loan
Documents), provided that no Agent shall be required to take any action
that, in its opinion or the opinion of its counsel, may expose such Agent to
liability or that is contrary to any Loan Document or applicable law; and




     (c) shall, except as expressly set forth herein and in the other Loan
Documents, have any duty to disclose, or be liable for failure to disclose, any
information relating to ProLogis or any of its Affiliates that is communicated to or
obtained by such Agent or any of its Affiliates.



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No Agent shall be liable for any action taken or not taken by it (i) with the consent or at the
request of the Required Lenders (or such other number, percentage or group of Lenders as shall be
necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances
as provided in Sections 16.1 and 14.2) or (ii) in the absence of its own gross
negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default unless
and until notice describing such Default is given to such Agent by ProLogis, a Lender or an L/C
Issuer.




No Agent shall be responsible for or have any duty to ascertain or inquire into (1) any statement,
warranty or representation made in or in connection with this Agreement or any other Loan Document
(other than its own statements, warranties and representations), (2) the contents of any
certificate, report or other document delivered hereunder or thereunder or in connection herewith
or therewith, (3) the performance or observance of any of the covenants, agreements or other terms
or conditions set forth herein or therein or the occurrence of any Default, (4) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any
other agreement, instrument or document or (5) the satisfaction of any condition set forth in
Article X or elsewhere herein, other than to confirm receipt of items expressly required to
be delivered to such Agent.



     15.4 Reliance by Agents. Each Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent, statement, instrument,
document or other writing (including any electronic message, Internet or intranet website posting
or other distribution) believed by it to be genuine and to have been signed, sent or otherwise
authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally
or by telephone and believed by it to have been made by the proper Person, and shall not incur any
liability for relying thereon. In determining compliance with any condition hereunder to the
making
of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the
satisfaction of a Lender or any L/C Issuer, each Agent may presume that such condition is
satisfactory to such Lender or such L/C Issuer unless such Agent shall have received notice to the
contrary from such Lender or such L/C Issuer prior to the making of such Loan or the issuance of
such Letter of Credit. Any Agent may consult with legal counsel (who may be counsel for the
Companies), independent accountants and other experts selected by it, and shall not be liable for
any action taken or not taken by it in accordance with the advice of any such counsel, accountants
or experts.



     15.5 Delegation of Duties. Each Agent may perform any and all of its duties and exercise its
rights and powers hereunder or under any other Loan Document by or through any one or more
sub-agents appointed by such Agent. Each Agent and any such sub-agent may perform any and all of
its duties and exercise its rights and powers by or through its Related Parties. The exculpatory
provisions of this Article shall apply to any such sub-agent and to the Related Parties of each
Agent and any such sub-agent, and shall apply to their respective activities in connection with the
syndication of the credit facilities provided for herein as well as activities as an Agent.



     15.6 Resignation of Global Administrative Agent. Global Administrative Agent may at any time
give notice of its resignation to each Funding Agent, Lenders, each L/C Issuer and ProLogis. Upon
receipt of any such notice of resignation, the Required Lenders shall have the right, in
consultation with ProLogis, to appoint a successor, which shall be a bank with an office in the
United States, or an Affiliate of a bank with an office in the United States. If no such successor
shall



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have been so appointed by the Required Lenders and shall have accepted such appointment
within thirty (30) days after retiring Global Administrative Agent gives notice of its resignation,
then retiring Global Administrative Agent may on behalf of Lenders and L/C Issuer, appoint a
successor Global Administrative Agent meeting the qualifications set forth above; provided
that if Global Administrative Agent shall notify ProLogis and Lenders that no qualifying Person has
accepted such appointment, then such resignation shall nonetheless become effective in accordance
with such notice and (1) retiring Global Administrative Agent shall be discharged from its duties
and obligations hereunder and under the other Loan Documents (except that in the case of any
collateral security held by Global Administrative Agent on behalf of Lenders or L/C Issuer under
the Loan Documents, the retiring Global Administrative Agent shall continue to hold such collateral
security until such time as a successor Global Administrative Agent is appointed) and (2) all
payments, communications and determinations provided to be made by, to or through Global
Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until
such time as the Required Lenders appoint a successor Global Administrative Agent as provided for
above in this Section. Upon the acceptance of a successor’s appointment as Global Administrative
Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring (or retired) Global Administrative Agent, and the retiring
Global Administrative Agent shall be discharged from all of its duties and obligations hereunder or
under the other Loan Documents (if not already discharged therefrom as provided above in this
Section). The fees payable by ProLogis to a successor Global Administrative Agent shall be the
same as (but without duplication with) those payable to its predecessor unless otherwise agreed
between ProLogis and such successor. After the retiring Global Administrative Agent’s resignation
hereunder and under the other Loan Documents, the provisions of this Article and
Section 16.4 shall continue in effect for the benefit of such retiring Global
Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions
taken or omitted to be taken by any of them while the retiring Global Administrative Agent was
acting as Global Administrative Agent.



     15.7 Resignation of Funding Agents. Each Funding Agent may at any time give notice of its
resignation as Funding Agent for a Tranche to the Lenders with commitments in such Tranche, Global
Administrative Agent and ProLogis. Upon receipt of any such notice of resignation, Global
Administrative Agent shall have the right, in consultation with ProLogis, to appoint a successor,
which shall be a bank with an office in the applicable jurisdiction of the affected Tranche, or an
Affiliate of a bank with an office in the applicable jurisdiction of the affected Tranche. If no
such successor shall have been so appointed by Global Administrative Agent and shall have accepted
such appointment within thirty (30) days after the retiring Funding Agent gives notice of its
resignation, then the retiring Funding Agent may on behalf of the applicable Lenders appoint a
successor Funding Agent for the applicable Tranche meeting the qualifications set forth above;
provided that if Funding Agent shall notify Global Administrative Agent, ProLogis and the
applicable Lenders that no qualifying Person has accepted such appointment, then such resignation
shall nonetheless become effective in accordance with such notice and (1) the retiring Funding
Agent shall be discharged from its duties and obligations hereunder and under the other Loan
Documents with respect to the applicable Tranche and (2) all payments, communications and
determinations provided to be made by, to or through such Funding Agent with respect to such
Tranche shall instead be made by or to Global Administrative Agent directly, until such time as
Global Administrative Agent appoints a successor Funding Agent for such Tranche as provided for
above in this Section. Upon the acceptance of a successor’s appointment as the applicable Funding
Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers,



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privileges and duties of the retiring (or retired) Funding Agent with respect to the applicable
Tranche, and the retiring Funding Agent shall be discharged from all of its duties and obligations
hereunder or under the other Loan Documents with respect to such Tranche (if not already discharged
therefrom as provided above in this Section). The fees payable by ProLogis to a successor Funding
Agent (including, if applicable, to Global Administrative Agent for any period) shall be the same
as (but without duplication of) those payable to its predecessor unless otherwise agreed between
ProLogis and such successor. After the retiring Funding Agent’s resignation hereunder and under
the other Loan Documents, the provisions of this Article and Section 16.4 shall continue in
effect for the benefit of such retiring Funding Agent, its sub-agents and their respective Related
Parties in respect of any actions taken or omitted to be taken by any of them while the retiring
Funding Agent was acting as a Funding Agent.




Any resignation by (a) U.S. Funding Agent pursuant to this Section shall also constitute its
resignation as a U.S. L/C Issuer, a Fronting Lender, and U.S. Swing Line Lender, (b) Canadian
Funding Agent pursuant to this Section shall also constitute its resignation as a Canadian L/C
Issuer, (c) Euro Funding Agent pursuant to this Section shall also constitute its resignation as a
Euro L/C Issuer, Fronting Lender and Euro Swing Line Lender, and (d) Yen Funding Agent pursuant to
this Section shall also constitute its resignation as a Yen L/C Issuer and a Fronting Lender.




If any Person resigns as an L/C Issuer under this Section, it shall retain all the rights, powers,
privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it
and outstanding as of the effective date of its resignation as an L/C Issuer and all L/C
Obligations with respect thereto (including the right to require Lenders to make Committed Loans or
fund risk participations in unreimbursed amounts). If any Person resigns as a Fronting Lender or
Swing Line Lender under this Section, it shall retain all the rights of a Fronting Lender or Swing
Line Lender provided for hereunder with respect to Fronting Loans or Swing Line
Loans, as applicable, made by it and outstanding as of the effective date of such resignation,
including the right to require Lenders to make Committed Loans or fund risk participations of such
outstanding Loans (in the original currency of such Loans).




Upon the acceptance of a successor’s appointment as the applicable Funding Agent hereunder,
(a) such successor shall succeed to and become vested with all of the rights, powers, privileges
and duties of the retiring L/C Issuer, Fronting Lender and Swing Line Lender (to the extent such
Funding Agent maintained these roles immediately prior to is resignation) under the applicable
Tranche, (b) the applicable retiring L/C Issuer, Fronting Lender and Swing Line Lender shall be
discharged from all of their respective duties and obligations hereunder or under the other Loan
Documents under the applicable Tranche, and (c) the successor L/C Issuer shall issue letters of
credit in substitution for the Letters of Credit under the applicable Tranche, if any, outstanding
at the time of such succession or make other arrangements satisfactory to such retiring L/C Issuer
to effectively assume the obligations of such retiring L/C Issuer with respect to such Letters of
Credit.



          15.8 Non-Reliance on Agents and Other Lenders. Each Lender and each L/C Issuer acknowledges
that it has, independently and without reliance upon any Agent or any other Lender or any of their
Related Parties and based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement. Each Lender



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and each L/C Issuer
also acknowledges that it will, independently and without reliance upon any Agent or any other
Lender or any of their Related Parties and based on such documents and information as it shall from
time to time deem appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Agreement, any other Loan Document or any related agreement or any
document furnished hereunder or thereunder.



       15.9 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of Global
Co-Syndication Agents, Global Book Managers, or Global Lead Arrangers listed on the cover page
hereof shall have any powers, duties or responsibilities under this Agreement or any of the other
Loan Documents, except in their capacities, as applicable, as an Agent, a Lender or an L/C Issuer
hereunder.



       15.10 Global Administrative Agent May File Proofs of Claim. In case of the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to any Loan Party, Global Administrative Agent
(irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable
as herein expressed or by declaration or otherwise and irrespective of whether Global
Administrative Agent shall have made any demand on any Borrower) shall be entitled and empowered,
by intervention in such proceeding or otherwise:




     (a) to file and prove a claim for the whole amount of the principal and
interest owing and unpaid in respect of the Loans, L/C Obligations, and all other
Obligations that are owing and unpaid and to file such other documents as may be
necessary or advisable in order to have the claims of Lenders, L/C Issuers, and
Agents (including any claim for the reasonable compensation, expenses, disbursements
and advances of Lenders, L/C Issuers, and Agents and their respective agents and
counsel and all other amounts due Lenders, L/C Issuers, and
Agents under Sections 7.9, 7.10, 8.5, and 16.4)
allowed in such judicial proceeding; and




     (b) to collect and receive any monies or other property payable or deliverable
on any such claims and to distribute the same;




and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Lender and each L/C Issuer to make
such payments to Global Administrative Agent and, in the event that Global Administrative Agent
shall consent to the making of such payments directly to Lenders and L/C Issuers, to pay to Global
Administrative Agent any amount due to Global Administrative Agent under Sections 8.5 and
16.4.




Nothing contained herein shall be deemed to authorize Global Administrative Agent to authorize or
consent to or accept or adopt on behalf of any Lender or any L/C Issuer any plan of reorganization,
arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to
authorize Global Administrative Agent to vote in respect of the claim of any Lender in any such
proceeding.



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     15.11 Collateral and Guaranty Matters. Lenders and L/C Issuers irrevocably authorize
Collateral Agent at its option and in its discretion:




     (a) to release (i) any Lien on any property granted to or held by Collateral Agent
under any Loan Document or any Guarantor from its obligations under its Guaranty, in each
case as permitted by the Security Agency Agreement, and (ii) any Lien on any Indebtedness
that does not exceed the applicable threshold amount set forth in Section 12.14(a)
or (b);




     (b) to release any Lien on any property granted to or held by Collateral Agent under
any Loan Document (i) upon termination of all of the Aggregate Tranche Commitments and
payment in full of all Obligations (other than contingent indemnification obligations that
are not yet due and payable) and the expiration or termination of all Letters of Credit (or
other provisions for the payment of the obligations of the applicable Borrower with respect
thereto reasonably satisfactory to the applicable L/C Issuer), (ii) that is sold or to be
sold as part of or in connection with any sale permitted hereunder or under any other Loan
Document, or (iii) subject to Section 16.1, if approved, authorized or ratified in
writing by the necessary Lenders; and




     (c) to release any Subsidiary Guarantor from its obligations under the Subsidiary
Guaranty if such Person ceases to be an Affiliate Borrower or a Major Subsidiary as a result
of a transaction permitted hereunder.




     Upon request by Collateral Agent or any other Agent at any time, the Required Lenders or the
applicable Tranche Required Lenders will confirm or deny in writing such Agent’s authority to
release its interest in particular types or items of property.



     15.12 Security Agency Agreement. Each Lender authorizes Global Administrative Agent to
execute and deliver the Security Agency Agreement on behalf of such Lender, and each Lender
acknowledges that, upon such execution and delivery by Global Administrative Agent, such
Lender will be a “Credit Party” under, and shall be bound by all of the provisions of, the
Security Agency Agreement as if it were a signatory thereto. Each Lender acknowledges that (a) it
and its counsel have had an opportunity to review the Security Agency Agreement prior to the
Closing Date (or, in the case of any Lender that becomes a party hereto after the Closing Date,
prior to becoming a Lender hereunder); and (b) pursuant to the Security Agency Agreement, it may be
required to (and each Lender agrees that under the applicable circumstances set forth in the
Security Agency Agreement) return to Collateral Agent (or to Global Administrative Agent for
delivery to Collateral Agent) amounts paid to such Lender for application to the Obligations.



ARTICLE XVI

MISCELLANEOUS




     16.1 Amendments, Etc. Except as otherwise expressly provided herein, no amendment or waiver
of any provision of this Agreement or any other Loan Document, and no consent to any departure by
ProLogis or any other Loan Party therefrom, shall be effective unless in writing signed by the
Required Lenders and ProLogis or the applicable Loan Party, as the case may be, and acknowledged by
Global Administrative Agent, and each such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given; provided that (a)



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to the
extent an amendment or waiver of any provision of this Agreement or any other Loan Document only
affects a specific Tranche, then such amendment or waiver shall be effective with the written
consent of the applicable Tranche Required Lenders and ProLogis and acknowledged by Global
Administrative Agent and the applicable Funding Agent; and (b) no amendment, waiver or consent
shall:




     (i) extend or increase the Commitment (except for adjustments from time to time
in accordance with this Agreement) of any Lender (or reinstate any Commitment of any
Lender terminated pursuant to Section 14.2) without the written consent of
such Lender;




     (ii) postpone any date fixed by this Agreement or any other Loan Document for
any scheduled payment of principal, interest, fees or other amounts due to any
Lender hereunder or under any other Loan Document without the written consent of
each Lender directly affected thereby;




     (iii) reduce the principal of, or the rate of interest specified herein on, any
Loan or L/C Borrowing, or any fees or other amounts payable hereunder or under any
other Loan Document, without the written consent of each Lender and/or Agent
directly affected thereby; provided that only the consent of the Required
Lenders shall be necessary to amend the definition of “Default Rate” or to waive any
obligation of any Borrower to pay interest or Letter of Credit Fees at the Default
Rate;




     (iv) change Section 8.9 or Section 14.3 in a manner that would
alter the pro rata sharing of payments required thereby without the
written consent of each affected Lender;




     (v) amend the definition of “Alternative Currency” for any Tranche
without the written consent of each Applicable Tranche Lender;




     (vi) change any provision of this Section 16.1, the definition of
“Required Lenders”, the definition of “Tranche Required Lenders” or
any of the definitions listed in the definition of “Tranche Required
Lenders” or any other provision hereof specifying the number or percentage of
the aggregate Lenders (or of the Lenders in a particular Tranche) required to amend,
waive or otherwise modify any rights hereunder (or under such Tranche) or make any
determination or grant any consent hereunder (or under such Tranche) without the
written consent of each Lender (or each Lender in such Tranche);




          (vii) authorize Collateral Agent to release ProLogis from the ProLogis
Guaranty, any Major Subsidiary from any Subsidiary Guaranty (except to the extent
permitted by Section 15.11(c)), or all or substantially all of the
Subsidiary Guarantors from the Subsidiary Guaranties without the written consent of
each Lender; and



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          (viii) authorize Collateral Agent to release all or substantially all of the
Collateral in any transaction or series of related transactions without the written
consent of each Lender;




and provided, further, that (A) no amendment, waiver or consent shall, unless in
writing and signed by the applicable L/C Issuer in addition to Lenders required above, affect the
rights or duties of such L/C Issuer under this Agreement or any Issuer Document relating to any
Letter of Credit issued or to be issued by it; (B) no amendment, waiver or consent shall, unless in
writing and signed by the applicable Swing Line Lender or Fronting Lender in addition to Lenders
required above, affect the rights or duties of such Swing Line Lender or such Fronting Lender, as
applicable, under this Agreement; and (C) no amendment, waiver or consent shall, unless in writing
and signed by the applicable Agent in addition to Lenders required above, affect the rights or
duties of such Agent under this Agreement or any other Loan Document. Notwithstanding anything to
the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any
amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be
increased or extended without the consent of such Lender.




Notwithstanding the foregoing, any changes to any definitions in the Loan Documents pursuant to a
Supplemental Addendum that do not adversely affect any Lenders (other than Lenders party to the
Supplemental Addendum) shall be effective upon the execution of such Supplemental Addendum pursuant
to Section 8.14. For purposes of this paragraph, the addition of a Supplemental Tranche
shall not be deemed as having an adverse affect on any Lender, so long as the requirements of
Section 8.14 have been satisfied.



     16.2 Notices; Effectiveness; Electronic Communication.




     16.2.1 Notices Generally. Except in the case of notices and other communications
expressly permitted to be given by telephone (and except as provided in
subsection (b) below), all notices and other communications provided for herein
shall be in writing and shall be delivered by hand or overnight courier service, mailed by
certified or registered mail or sent by telecopier as follows, and all notices and other
communications expressly permitted hereunder to be given by telephone shall be made to the
applicable telephone number, as follows:




     (a) if to Borrowers, any Agent, any L/C Issuer or any Swing Line Lender, to the
address, telecopier number, electronic mail address or telephone number specified
for such Person on Schedule 16.2; and




     (b) if to any other Lender, to the address, telecopier number, electronic mail
address or telephone number specified in its Administrative Questionnaire.




Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall
be deemed to have been given when received; notices sent by telecopier shall be deemed to have been
given when sent, if confirmation of receipt has been received (except that, if not given during
normal business hours for the recipient, shall be deemed to have been given at the opening of
business on the next business day for the recipient). Notices delivered through



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electronic
communications to the extent provided in Section 16.2.2 , shall be effective as provided in
such Section 16.2.2.




     16.2.2 Electronic Communications. Notices and other communications to Lenders
and any L/C Issuer hereunder may be delivered or furnished by electronic communication
(including e-mail and Internet or intranet websites) pursuant to procedures approved by Global
Administrative Agent and the applicable Funding Agent; provided that the foregoing
shall not apply to notices to any Lender or any L/C Issuer pursuant to Article II if
such Lender or any L/C Issuer, as applicable, has notified Global Administrative Agent that it
is incapable of receiving notices under such Article by electronic communication. Global
Administrative Agent or ProLogis may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to procedures approved by
it, provided that approval of such procedures may be limited to particular notices or
communications.




     Unless Global Administrative Agent (in consultation with Funding Agents) otherwise
prescribes, (a) notices and other communications sent to an e-mail address shall be deemed
received upon the sender’s receipt of an acknowledgement from the intended recipient (such
as by the “return receipt requested” function, as available, return e-mail or other written
acknowledgement), provided that if such notice or other communication is not sent
during the normal business hours of the recipient, such notice or communication shall be
deemed to have been sent at the opening of business on the next business day for the
recipient, and (b) notices or communications posted to an Internet or intranet website shall
be deemed received upon the deemed receipt by the intended recipient at its e-mail address
as described in the foregoing clause (a) of notification that such notice or
communication is available and identifying the website address therefor.




     16.2.3 The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE
AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER
MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR
OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE
BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event
shall any Agent or any of its Related Parties (collectively, the “Agent Parties”) have
any liability to
any Borrower, any Lender, any L/C Issuer or any other Person for losses,
claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise)
arising out of any Borrower’s or any Agent’s transmission of Borrower Materials through the
Internet, except to the extent that such losses, claims, damages, liabilities or expenses are
determined by a court of competent jurisdiction by a final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Agent Party; provided
that in no event shall any Agent Party have any liability to



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any Borrower, any Lender, any L/C
Issuer or any other Person for indirect, special, incidental, consequential or punitive
damages (as opposed to direct or actual damages).




     16.2.4 Delivery to Funding Agents. Global Administrative Agent’s obligation
hereunder to deliver any information to any Lender may be satisfied by delivering the required
notice to the applicable Funding Agent, on behalf of such Lender, and such Funding Agent
agrees to promptly deliver such notices to the necessary Lender.




     16.2.5 Change of Address, Etc. Any Borrower, Agent, L/C Issuer or Swing Line
Lender may change its address, telecopier or telephone number for notices and other
communications hereunder by notice to the other parties hereto. Each other Lender may change
its address, telecopier or telephone number for notices and other communications hereunder by
notice to ProLogis, Global Administrative Agent and the applicable Funding Agent. In
addition, each Lender agrees to notify Global Administrative Agent and each applicable Funding
Agent from time to time to ensure that such Agents have on record (a) an effective address,
contact name, telephone number, telecopier number and electronic mail address to which notices
and other communications may be sent and (b) accurate wire instructions for such Lender.
Notwithstanding the foregoing, neither Global Administrative Agent nor any Funding Agent shall
change the location of Global Administrative Agent’s Office with respect to any currency or
Funding Agent’s Office, as applicable, if such change would result in increased costs to the
applicable Borrowers.




     16.2.6 Reliance by Agents, L/C Issuers and Lenders. Agents, L/C Issuers and
Lenders shall be entitled to rely and act upon any notice (including any telephonic Committed
Loan Notice or Swing Line Loan Notice) purportedly given by or on behalf of any Borrower even
if (a) such notice was not made in a manner specified herein, was incomplete or was not
preceded or followed by any other form of notice specified herein, or (b) the terms thereof,
as understood by the recipient, varied from any confirmation thereof. Each Borrower shall
indemnify each Agent, each L/C Issuer, each Lender and the
Related Parties of each of them from all losses, costs, expenses and liabilities
resulting from the reliance by such Person on any notice purportedly given by or on behalf of
any Borrower. All telephonic notices to and other telephonic communications with any Agent
may be recorded by such Agent, and each of the parties hereto hereby consents to such
recording.




     16.2.7 Notice from Funding Agents to Global Administrative Agent. On or before
the fifth (5th) Business Day of each calendar month, each Funding Agent shall
deliver to Global Administrative Agent a schedule, in form reasonably satisfactory to Global
Administrative Agent, setting forth the Aggregate Tranche Commitment of the applicable
Tranche, the Outstanding Amounts under such Tranche, and all outstanding Letters of Credit,
Fronting Loans of each Fronting Lender, and Swing Line Loans, if any, under such Tranche in
the applicable currency of such amounts or, at Global Administrative Agent’s request, in the
Foreign Currency Equivalent of such amounts, in each case as of the end of the calendar month
most recently ended. Furthermore, upon the request of Global Administrative Agent, each
Funding Agent shall promptly deliver to Global Administrative Agent copies of all notices it
has received under this Agreement from any Borrower or Lender, including all Committed Loan
Notices, to the extent



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requested by Global Administrative Agent. The parties hereto agree
Global Administrative Agent may deem such information from each Funding Agent as conclusive
absent demonstrable error, and Global Administrative Agent shall have no liability for
omissions or errors in the reports delivered by a Funding Agent.



     16.3 No Waiver; Cumulative Remedies. No failure by any Lender or any Agent to exercise, and
no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power
or privilege hereunder preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are
cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.



     16.4 Expenses; Indemnity; Damage Waiver.




     16.4.1 Costs and Expenses. ProLogis shall pay (a) all reasonable out-of-pocket
expenses incurred by any Agent and its Affiliates (including the reasonable fees, charges and
disbursements of counsel for such Agent), in connection with (x) the syndication of the credit
facilities provided for herein and the preparation, negotiation, execution, delivery and
administration of this Agreement and the other Loan Documents and (y) any amendments,
modifications or waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated); provided that ProLogis shall
have no liability under clause (x) for any fees, charges, or disbursements of any
counsel other than Haynes and Boone, LLP, Clifford Chance, Kim & Chang, Borden Ladner Gervais,
and any other counsel selected by the applicable Agent and approved by ProLogis (such approval
not to be unreasonably withheld or delayed) and (b) all reasonable out-of-pocket expenses
incurred by any Agent, any Lender or any L/C Issuer (including the reasonable fees, charges
and disbursements of any counsel for any Agent, any Lender or any L/C Issuer), and shall pay
all fees and time charges for attorneys who may be
employees of any Agent, any Lender or any L/C Issuer, in connection with the enforcement
or protection of its rights (i) in connection with this Agreement and the other Loan
Documents, including its rights under this Section, or (ii) in connection with the Loans or
Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during
any workout, restructuring or negotiations arising hereunder.




     16.4.2 Indemnification by Borrowers. ProLogis shall indemnify each Agent, each
Arranger, each Global Co-Syndication Agent (and any sub-agents thereof), each Lender, and each
L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being
called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all
losses, claims, damages, liabilities and related expenses (including the reasonable fees,
charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold
harmless each Indemnitee from all reasonable fees and time charges and disbursements for
attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted
against any Indemnitee by any third party or by any Borrower or any other Loan Party arising
out of, in connection with, or as a result of (a) the execution or delivery of this Agreement,
any other Loan Document or any agreement or instrument contemplated hereby or thereby, the
performance by the parties hereto of their respective



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obligations hereunder or thereunder, the
consummation of the transactions contemplated hereby or thereby, or, in the case of Global
Administrative Agent (and any sub-agent thereof) and its Related Parties only, the
administration of this Agreement and the other Loan Documents, (b) any Loan or Letter of
Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C
Issuer to honor a demand for payment under a Letter of Credit if the documents presented in
connection with such demand do not strictly comply with the terms of such Letter of Credit),
(c) any actual or alleged presence or release of Hazardous Materials on or from any property
owned or operated by any Borrower or any Eligible Affiliate, or any Environmental Liability
related in any way to any Borrower or any Eligible Affiliates, or (d) any actual or
prospective claim, litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory, whether brought by a third party or by
ProLogis or any other Loan Party, and regardless of whether any Indemnitee is a party thereto,
in all cases whether or not caused by or arising, in whole or in part, out of the comparative,
contributory or sole negligence of the Indemnitee; provided that such indemnity shall
not, as to any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses (x) are determined by a court of competent jurisdiction by
final and nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Indemnitee or any of its Related Parties or (y) result from a claim brought
by ProLogis or any other Loan Party against an Indemnitee for breach in bad faith of such
Indemnitee’s obligations hereunder or under any other Loan Document, if ProLogis or such other
Loan Party has obtained a final and nonappealable judgment in its favor on such claim as
determined by a court of competent jurisdiction.




     16.4.3 Reimbursement by Lenders. To the extent that ProLogis for any reason
fails to indefeasibly pay any amount required under Section 16.4.1 or 16.4.2
to be paid by it to any Agent (or any sub-agent thereof), any L/C Issuer or any Related Party
of any of the foregoing, each Lender severally agrees to pay to such Agent (or any such
sub-agent), such L/C Issuer or such Related Party, as the case may be, such Lender’s
Applicable Global
Percentage (determined as of the time that the applicable unreimbursed expense or
indemnity payment is sought) of such unpaid amount, provided that the unreimbursed
expense or indemnified loss, claim, damage, liability or related expense, as the case may be,
was incurred by or asserted against such Agent (or any such sub-agent) or such L/C Issuer in
its capacity as such, or against any Related Party of any of the foregoing acting for any
Agent (or any such sub-agent) or any L/C Issuer in connection with such capacity. The
obligations of Lenders under this Section 16.4.3 are subject to the provisions of
Section 8.9.




     16.4.4 Indemnification by Funding Agents. Each Funding Agent shall indemnify
Global Administrative Agent and Collateral Agent (and any sub-agent thereof), and each Related
Party of any of the foregoing Persons (each such Person being called an “Agent
Indemnitee”) against, and hold each Agent Indemnitee harmless from, any and all losses,
claims, damages, liabilities and related expenses (including the fees, charges and
disbursements of any counsel for any Agent Indemnitee) incurred by any Agent Indemnitee or
asserted against any Agent Indemnitee by any third party or by any Borrower or any other Loan
Party to the extent such losses, claims, damages, liabilities and related expenses arise from
the action of such Funding Agent, in all cases whether or not caused by or



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arising, in whole
or in part, out of the comparative, contributory or sole negligence of such Funding Agent;
provided that such indemnity shall not, as to any Agent Indemnitee, be available to
the extent that such losses, claims, damages, liabilities or related expenses (x) are
determined by a court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Agent Indemnitee or any of
its Related Parties or (y) result from a claim brought by such Funding Agent against an Agent
Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any
other Loan Document, if such Funding Agent has obtained a final and nonappealable judgment in
its favor on such claim as determined by a court of competent jurisdiction.




     16.4.5 Waiver of Consequential Damages, Etc. To the fullest extent permitted by
applicable law, no Borrower shall assert, and each Borrower hereby waives, any claim against
any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive
damages (as opposed to direct or actual damages) arising out of, in connection with, or as a
result of this Agreement, any other Loan Document or any agreement or instrument contemplated
hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the
use of the proceeds thereof. No Indemnitee shall be liable for any damages arising from the
use by unintended recipients of any information or other materials distributed by it through
telecommunications, electronic or other information transmission systems in connection with
this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby
except to the extent that such damages are determined by a court of competent jurisdiction by
final and non-appealable judgment to have resulted from the gross negligence or willful
misconduct of such Indemnitee.




     16.4.6 Payments. All amounts due under this Section shall be payable not later
than ten (10) Business Days after demand therefor.




     16.4.7 Survival. The agreements in this Section shall survive the resignation of
any Agent and any L/C Issuer, the replacement of any Lender, repayment of any Lender’s
Obligations on the Initial Maturity Date, the termination of the Aggregate Tranche Commitments
and the repayment, satisfaction or discharge of any of the Obligations.



     16.5 Payments Set Aside. To the extent that any payment by or on behalf of any Borrower is
made to any Agent, any L/C Issuer, any Fronting Lender or any Lender, or any Agent, any Fronting
Lender, any L/C Issuer or any Lender exercises its right of setoff, and such payment or the
proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent
or preferential, set aside or required (including pursuant to any settlement entered into by any
Agent, any L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any
other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a)
to the extent of such recovery, the obligation or part thereof originally intended to be satisfied
shall be revived and continued in full force and effect as if such payment had not been made or
such setoff had not occurred, and (b) each applicable Lender severally agrees to pay to the
applicable Agent upon demand its applicable share (without duplication) of any amount so recovered
from or repaid by such Agent, plus interest thereon from the date of such demand to the
date such payment is made at a rate per annum equal to the applicable Overnight Rate from time to
time in effect, in the applicable



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currency of such recovery or payment. The obligations of Lenders
under clause (b) of the preceding sentence shall survive the payment in full of the
Obligations and the termination of this Agreement.



     16.6 Successors and Assigns.




     16.6.1 Successors and Assigns Generally. The provisions of this Agreement shall
be binding upon and inure to the benefit of the parties hereto and their respective successors
and permitted assigns, except that no Loan Party may assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of each Agent and each
Lender and no Lender may assign or otherwise transfer any of its rights or obligations
hereunder except (a) to an Eligible Assignee in accordance with the provisions of
Section 16.6.2, (b) by way of participation in accordance with the provisions of
Section 16.6.4 of this Section, or (c) by way of pledge or assignment of a security
interest subject to the restrictions of Section 16.6.6 (and any other attempted
assignment or transfer by any party hereto shall be null and void). Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person (other than the
parties hereto, their respective successors and permitted assigns, Participants to the extent
provided in Section 16.6.4 and, to the extent expressly contemplated hereby, the
Related Parties of Agents, L/C Issuer and Lenders) any legal or equitable right, remedy or
claim under or by reason of this Agreement. Notwithstanding the foregoing, any Borrower may
assign its rights under this Agreement to a Short Term Affiliate Borrower that assumes the
assigning Borrower’s obligations hereunder.




     16.6.2 Assignments by Lenders. Any Lender may at any time assign to one or more
Eligible Assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans (including for purposes of this
Section 16.6.2, participations in L/C Obligations, in Swing Line Loans, and in
Fronting Loans) at the time owing to it); provided that




     (a) except in the case of an assignment of the entire remaining amount of the
assigning Lender’s Commitment and the Loans at the time owing to it or in the case
of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with
respect to a Lender, the aggregate amount of the Commitment or, if the Commitment is
not then in effect, the principal outstanding balance of the Loans of the assigning
Lender subject to each such assignment, determined as of the date the Assignment and
Assumption with respect to such assignment is delivered to the applicable Funding
Agent (with a copy to Global Administrative Agent) or, if “Trade Date” is specified
in the Assignment and Assumption, as of the Trade Date, shall not be less than (i)
$5,000,000 for assignments of Loans or Commitments denominated in Dollars, (ii) EUR
5,000,000 for assignments of Loans or Commitments denominated in Euro, (iii)
£5,000,000 for assignments of Loans or Commitments denominated in Sterling, (iv)
¥500,000,000 for assignments of Loans or Commitments denominated in Yen,
(v) Cdn$5,000,000 for assignments of Loans or Commitments denominated in Canadian
Dollars, (vi) KRW 5,000,000,000 for assignments of Loans or Commitments denominated
in KRW, and (vii) the amount set forth in any Supplemental Tranche for any other
currencies, unless the applicable Funding Agent, and, so long as no Event of



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Default has occurred and is continuing, ProLogis otherwise consents (each such
consent not to be unreasonably withheld or delayed); provided that
concurrent assignments to members of an Assignee Group and concurrent assignments
from members of an Assignee Group to a single Eligible Assignee (or to an Eligible
Assignee and members of its Assignee Group) will be treated as a single assignment
for purposes of determining whether such minimum amount has been met;




     (b) (i) Subject to clauses (ii) and (iii) below, each partial
assignment under a particular Tranche shall be made as an assignment of a
proportionate part of all the assigning Lender’s rights and obligations under such
Tranche with respect to the Loans or the Commitment assigned, except that this
clause (b) shall not apply to rights in respect of Swing Line Loans and
Fronting Loans; (ii) the assignor and assignee in each partial assignment under a
particular Tranche that occurs on or after the Third Amendment Effective Date and
prior to the Initial Maturity Date shall specify in the Assignment and Assumption
the amounts of the Extended Commitment, the Non-Extended Commitment and the Initial
Commitment being assigned; (iii) on or after the Third Amendment Effective Date and
prior to the Initial Maturity Date, after giving effect to any assignment of any
Extended Commitment under a Tranche, both the assignor and the assignee will have an
Initial Commitment under such Tranche, unless, with respect to the assignor, such
assignor assigns all of its Extended Commitment under such Tranche; and (iv) to the
extent the assignee in a partial assignment under a particular Tranche that occurs
prior to the Initial Maturity Date requests to extend its assumed Non-Extended
Commitment to the Extended Maturity Date, it may do so as an Increasing Lender under
Section 8.13, subject to the conditions thereto.




     (c) any assignment of a Commitment under any Tranche must be approved by the
applicable Funding Agent, each applicable L/C Issuer and the
applicable Swing Line Lender (each such approval not to be unreasonably
withheld or delayed) unless the Person that is the proposed assignee is itself a
Lender (whether or not the proposed assignee would otherwise qualify as an Eligible
Assignee);




     (d) to the extent that a Lender is assigning any portion of its Commitment or
Loans under more than one Tranche, then such Lender must submit a separate
Assignment and Assumption for each Tranche and each such assignment shall be deemed
a separate assignment under this Section 16.6; and




     (e) the parties to each assignment shall execute and deliver to the applicable
Funding Agent (with a copy to Global Administrative Agent) an Assignment and
Assumption, together with a processing and recordation fee payable to such Funding
Agent in the amount (which fee is not an obligation of any Loan Party), if any,
required as set forth in Schedule 16.6, and the Eligible Assignee, if it is
not a Lender, shall deliver to the applicable Funding Agent (with a copy to Global
Administrative Agent) an Administrative Questionnaire.



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Subject to acceptance and recording thereof by the applicable Funding Agent pursuant to
Section 16.6.3, from and after the effective date specified in each Assignment and
Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent
of the interest assigned by such Assignment and Assumption, have the rights and obligations of a
Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its obligations under this
Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but
shall continue to be entitled to the benefits of Sections 9.1, 9.4, 9.5,
and 16.4 with respect to facts and circumstances occurring prior to the effective date of
such assignment. Any assignment or transfer by a Lender of rights or obligations under this
Agreement that does not comply with this Section shall be treated for purposes of this Agreement as
a sale by such Lender of a participation in such rights and obligations in accordance with
Section 16.6.4.




     16.6.3 Register. Each Funding Agent, acting solely for this purpose as an agent
of Borrowers, shall maintain at such Funding Agent’s Office a copy of each Assignment and
Assumption delivered to it and a register for the recordation of the names and addresses of
Lenders, and the Commitments of, and principal amounts of the Loans and L/C Obligations owing
to, each Lender pursuant to the terms hereof from time to time (each, a “Register”).
The entries in each Register shall be conclusive, and Borrowers, Global Administrative Agent,
each Funding Agent, and Lenders may treat each Person whose name is recorded in a Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. Each Register shall be available for inspection by
any party to this Agreement at any reasonable time and from time to time upon reasonable prior
notice.




     16.6.4 Participations. Any Lender may at any time, without the consent of, or
notice to, any Borrower or any Agent, sell participations to any Person (other than a natural
person or ProLogis or any of ProLogis’ Affiliates or any Eligible Affiliates) (each, a
“Participant”) in all or a portion of such Lender’s rights and/or obligations
under this Agreement (including all or a portion of its Commitment and/or the Loans (including
such Lender’s participations in L/C Obligations and/or Swing Line Loans and/or Fronting Loans)
owing to it); provided that (a) such Lender’s obligations under this Agreement shall
remain unchanged, (b) such Lender shall remain solely responsible to the other parties hereto
for the performance of such obligations and (c) Borrowers, Agents, Lenders and L/C Issuers
shall continue to deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement.




Any agreement or instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, waiver or other modification described in the first proviso to
Section 16.1 that affects such Participant. Subject to Section 16.6.5, each
Borrower agrees that each Participant shall be entitled to the
benefits of Sections 9.1,
9.4 and 9.5 to the same extent as if it were a Lender and had acquired its interest
by assignment pursuant to Section 16.6.2. To the extent permitted by law, each Participant
also shall be entitled to the



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benefits of Section 16.8 as though it were a Lender,
provided such Participant agrees to be subject to Section 8.9 as though it were a
Lender.




     16.6.5 Limitation upon Participant Rights. A Participant shall not be entitled
to receive any greater payment under Section 9.1 or 9.4 than the applicable
Lender would have been entitled to receive with respect to the participation sold to such
Participant, unless the sale of the participation to such Participant is made with ProLogis’
prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall
not be entitled to the benefits of Section 9.1 unless ProLogis is notified of the
participation sold to such Participant and such Participant agrees, for the benefit of
Borrowers, to comply with Section 9.1.6 as though it were a Lender.




     16.6.6 Certain Pledges. Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure obligations of
such Lender, including any pledge or assignment to secure obligations to a Federal Reserve
Bank; provided that no such pledge or assignment shall release such Lender from any of
its obligations hereunder or substitute any such pledgee or assignee for such Lender as a
party hereto.




     16.6.7 Electronic Execution of Assignments. The words “execution,” “signed,”
“signature,” and words of like import in any Assignment and Assumption shall be deemed to
include electronic signatures or the keeping of records in electronic form, each of which
shall be of the same legal effect, validity or enforceability as a manually executed signature
or the use of a paper-based recordkeeping system, as the case may be, to the extent and as
provided for in any applicable law, including the Federal Electronic Signatures in Global and
National Commerce Act, the New York State Electronic Signatures and Records Act, or any other
similar state laws based on the Uniform Electronic Transactions Act.




     16.6.8 Resignation as an L/C Issuer, Fronting Lender or a Swing Line Lender after
Assignment. Notwithstanding anything to the contrary contained herein, if at any time any
Agent or any Fronting Lender assigns all of its Commitment and Loans pursuant to
Section 16.6.2 above, such Agent or Fronting Lender, as applicable, may, (a) upon
thirty (30) days’ notice to ProLogis and Lenders in the affected Tranche, resign as an L/C
Issuer and/or (b) upon thirty (30) days’ notice to ProLogis and Lenders in the affected
Tranche, resign as a Fronting Lender and/or (c) upon thirty (30) days’ notice to ProLogis and
Lenders in the affected Tranche, resign as a Swing Line Lender. In the event of any such
resignation as an L/C Issuer, Fronting Lender, or a Swing Line Lender, ProLogis shall be
entitled to appoint from among Lenders a successor L/C Issuer, Fronting Lender, or Swing Line
Lender hereunder; provided that no failure by ProLogis to appoint any such successor
shall affect the resignation of such Agent as an L/C Issuer, Fronting Lender, or a Swing Line
Lender, as the case may be. If any Person resigns as an L/C Issuer, it shall retain all the
rights, powers, privileges and duties of an L/C Issuer hereunder with respect to
all Letters
of Credit issued by it and outstanding as of the effective date of its resignation as an L/C
Issuer and all L/C Obligations with respect thereto (including the right to require Lenders to
make Committed Loans or fund risk participations in unreimbursed amounts). If any Lender
resigns as a Fronting Lender or Swing Line Lender, it shall retain all the rights of a
Fronting Lender or Swing Line Lender provided for hereunder with respect to



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Fronting Loans or
Swing Line Loans, as applicable, made by it and outstanding as of the effective date of such
resignation, including the right to require Lenders to make Committed Loans or fund risk
participations of such outstanding Loans (in the original currency of such Loans). Upon the
appointment of a successor L/C Issuer, Fronting Lender, and/or Swing Line Lender, (i) such
successor shall succeed to and become vested with all of the rights, powers, privileges,
obligations, and duties of the retiring L/C Issuer, Fronting Lender, or Swing Line Lender, as
the case may be, and (ii) the successor L/C Issuer shall issue letters of credit in
substitution for the Letters of Credit issued by the resigning L/C Issuer, if any, outstanding
at the time of such succession or make other arrangements satisfactory to such Agent to
effectively assume the obligations of such Agent with respect to such Letters of Credit.




   16.7 Treatment of Certain Information; Confidentiality. Each Credit Party agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’
respective partners, directors, officers, employees, agents, advisors and representatives (it being
understood that the Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information confidential), (b) to the extent
requested by any regulatory authority purporting to have jurisdiction over it (including any
self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the
extent required by applicable Laws or by any subpoena or similar legal process, (d) to any other
party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan
Document or any action or proceeding relating to this Agreement or any other Loan Document or the
enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any actual or prospective assignee of or
Participant in any of its rights or obligations under this Agreement or (ii) any actual or
prospective counterparty (or its advisors) to any swap or
derivative transaction relating to a Borrower and its obligations, (g) with the consent of ProLogis
or (h) to the extent such Information becomes publicly available other than as a result of a breach
of this Section.




For purposes of this Section, “Information” means all information received from ProLogis,
any Borrower, or any Consolidated Subsidiary relating to ProLogis, any Borrower, or any
Consolidated Subsidiary or any of their respective businesses, other than any such information that
is available to the applicable Credit Party on a nonconfidential basis from a source other than
ProLogis, any Borrower or any Consolidated Subsidiary.




Each Credit Party acknowledges that (1) the Information may include material non-public information
concerning ProLogis, any Borrower, or any Consolidated Subsidiary, as the case may be, (2) it has
developed compliance procedures regarding the use of material non-public information and (3) it
will handle such material non-public information in accordance with applicable Law, including
Federal and state securities Laws.



     16.8 Right of Setoff. If an Event of Default shall have occurred and be continuing, each
Lender, each L/C Issuer, and each of their respective Affiliates is hereby authorized at any time
and from time to time, after obtaining the prior written consent of Global Administrative Agent, to
the fullest extent permitted by applicable law, to set off and apply any and all deposits (general
or special, time or demand, provisional or final, in whatever currency) at any time held and other



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obligations (in whatever currency) at any time owing by such Lender, such L/C Issuer or such
Affiliate to or for the credit or the account of any Loan Party against any and all of the
obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan
Document to such Lender or such L/C Issuer, irrespective of whether or not such Lender or such L/C
Issuer shall have made any demand under this Agreement or any other Loan Document and although such
obligations of such Loan Party may be contingent or unmatured or are owed to a branch or office of
such Lender or L/C Issuer different from the branch or office holding such deposit or obligated on
such indebtedness. The rights of each Lender, each L/C Issuer and their respective Affiliates
under this Section are in addition to other rights and remedies (including other rights of setoff)
that such Lender, such L/C Issuer or their respective Affiliates may have. Each Lender and each
L/C Issuer agrees to notify ProLogis and Global Administrative Agent promptly after any such setoff
and application, provided that the failure to give such notice shall not affect the
validity of such setoff and application.



     16.9 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan
Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the
maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If
any Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the
excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid
principal, refunded to the applicable Borrower. In determining whether the interest contracted
for, charged, or received by any Agent or a Lender exceeds the Maximum Rate, such Person may, to
the extent permitted by applicable Law, (a) characterize any payment that is not principal as an
expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects
thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount
of interest throughout the contemplated term of the Obligations hereunder.



     16.10 Counterparts; Integration; Effectiveness. This Agreement may be executed in
counterparts (and by different parties hereto in different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract.
This Agreement and the other Loan Documents constitute the entire contract among the parties
relating to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except as provided in
Section 10.1, this Agreement shall become effective when Global Administrative Agent shall
have received counterparts hereof that, when taken together, bear the signatures of each party
hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopy
shall be effective as delivery of a manually executed counterpart of this Agreement.



     16.11 Severability. If any provision of this Agreement or any other Loan Document is held to
be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the
remaining provisions of this Agreement and the other Loan Documents shall not be affected or
impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the
illegal, invalid or unenforceable provision with valid provisions the economic effect of which
comes as close as possible to that of the illegal, invalid or unenforceable provision. The
invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.



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     16.12 Replacement of Lenders. If any Lender requests compensation under Section 9.4,
or if any Borrower is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 9.1, or if any Lender is a
Defaulting Lender or a Non-Consenting Lender, then ProLogis may, at its sole expense and effort,
upon notice to such Lender and Global Administrative Agent, require such Lender to assign and
delegate, without recourse (in accordance with and subject to the restrictions contained in, and
consents required by, Section 16.6), all of its interests, rights and obligations under
this Agreement and the related Loan Documents to an assignee that shall assume such obligations
(which assignee may be another Lender, if a Lender accepts such assignment), provided that:




     (a) ProLogis shall have paid (or caused an Affiliate Borrower to pay) to Global
Administrative Agent the assignment fee specified in Section 16.6.2;




     (b) such Lender shall have received payment of an amount equal to the
outstanding principal of its Loans and L/C Advances, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder and under the other Loan
Documents (including any amounts under Section 9.5) from the assignee (to
the extent of such outstanding principal and accrued interest and fees) or the
applicable Borrower (in the case of all other amounts);




     (c) in the case of any such assignment resulting from a claim for compensation
under Section 9.4 or payments required to be made pursuant to
Section 9.1, such assignment will result in a reduction in such compensation
or payments thereafter; and




     (d) such assignment does not conflict with applicable Laws.




A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a
result of a waiver by such Lender or otherwise, the circumstances entitling ProLogis to require
such assignment and delegation cease to apply.



     16.13 Additional Fronting Lenders; Change in Fronting Commitments. At any time after the
Closing Date, ProLogis may make a request to Global Administrative Agent that any existing Lender
act as an additional Fronting Lender. Upon Global Administrative Agent’s approval that such Lender
may act as a Fronting Lender, Global Administrative Agent shall promptly notify such Lender of such
request. Upon the agreement by the applicable Lender to act as a Fronting Lender, such Lender
shall become a Fronting Lender hereunder with a Fronting Commitment in an amount agreed to by
ProLogis, Global Administrative Agent, and such Fronting Lender, and Global Administrative Agent
shall promptly notify ProLogis and each Agent of such additional Fronting Lender and such Fronting
Lender’s Fronting Commitment. In addition, any Fronting Lender may from time to time increase or
decrease its Fronting Commitment pursuant to a written agreement executed by ProLogis, Global
Administrative Agent, and such Fronting Lender and Global Administrative Agent shall promptly
notify each Agent of such change in a Fronting Lender’s Fronting Commitment.



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     16.14 GOVERNING LAW; JURISDICTION; ETC.




     16.14.1 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.




     16.14.2 SUBMISSION TO JURISDICTION. EACH PARTY HERETO IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE
COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK, NEW YORK 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 ANY OTHER LOAN
DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH PARTY HERETO IRREVOCABLY
AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE
HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR IN SUCH FEDERAL COURT. EACH PARTY HERETO
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 OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY
CREDIT PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION.




     16.14.3 WAIVER OF VENUE. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY
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 OR ANY OTHER LOAN
DOCUMENT IN ANY COURT REFERRED TO IN SECTION 16.14.2. EACH PARTY HERETO IRREVOCABLY
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.




     16.14.4 SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF
PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 16.2. NOTHING IN THIS AGREEMENT
WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
APPLICABLE LAW.



     16.15 Waiver of Jury Trial. EACH PARTY HERETO IRREVOCABLY 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 ANY OTHER LOAN



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DOCUMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) 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 (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.



     16.16 USA Patriot Act Notice. Each Lender that is subject to the Act (as defined below) and
Global Administrative Agent and U.S. Funding Agent (each for itself and not on behalf of any
Lender) hereby notify Borrowers that pursuant to the requirements of the USA Patriot Act (Title III
of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to
obtain, verify and record information that identifies Borrowers, which information includes the
name and address of each Borrower and other information that will allow such Lender or such Agent,
as applicable, to identify such Borrower in accordance with the Act.



     16.17 Know Your Customers.




     16.17.1 Loan Party Information. If:




     (a) any Change in Law;




     (b) any change in the status of any Loan Party after the date of this
Agreement; or




     (c) a proposed assignment or transfer by a Lender of any of its rights and
obligations under this Agreement to a party that is not a Lender prior to such
assignment or transfer;




requires any Funding Agent or any Lender (or, in the case of paragraph (c) above, any
prospective new Lender) to comply with “know your customer” or similar identification procedures in
circumstances where the necessary information is not already available to it, each Loan Party under
the applicable Tranche shall promptly upon the request of the Funding Agent under such Tranche or
any Lender under such Tranche supply, or procure the supply of, such documentation and other
evidence as is reasonably requested by such Funding Agent (for itself or on behalf of any Lender
under the applicable Tranche) or such Lender (for itself or, in the case of the event described in
paragraph (c) above, on behalf of any prospective new Lender under the applicable Tranche)
in order for such Funding Agent, such Lender or, in the case of the event described in
paragraph (c) above, such prospective new Lender to carry out and be satisfied it has
complied with all necessary “know your customer” or other similar checks under all applicable Laws
pursuant to the transactions contemplated in the Loan Documents.




     16.17.2 Lender Information. Each Lender shall promptly upon the request of the
applicable Funding Agent supply, or procure the supply of, such documentation and other
evidence as is reasonably requested by such Funding Agent to carry out and be satisfied it



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has
complied with all necessary “know your customer” or other similar checks under all applicable
Laws pursuant to the transactions contemplated in the Loan Documents.




     16.17.3 Additional Loan Parties. Following any request that an Eligible
Affiliate becomes an Affiliate Borrower under a Tranche pursuant to Section 8.11 or
the addition of any Guarantor in accordance with Section 12.13(b), if the accession of
such Affiliate Borrower or Guarantor requires any Lender to comply with “know your customer”
or similar identification procedures in circumstances where the necessary information is not
already available to it, ProLogis shall promptly upon the request of such Credit Party supply,
or procure the supply of, such documentation and other evidence as is reasonably requested by
such Credit Party (for itself or on behalf of any other Credit Party) in order for such Credit
Party or any prospective new Credit Party to carry out and be satisfied it has complied with
the results of all necessary “know your customer” or other similar checks under all applicable
Laws pursuant to the accession of such Affiliate Borrower or such Guarantor to this Agreement.




     16.17.4 Limitation on Assignments. Notwithstanding Section 16.6, an
assignment under any Tranche will only be effective on performance by the applicable Funding
Agent of all “know your customer” or other checks relating to any Person that it is required
to carry out in relation to such assignment, the completion of which the applicable Funding
Agent shall promptly notify to the assigning Lender and the applicable Eligible Assignee.




     16.17.5 Lender Responsibility. Nothing in this Agreement shall require any Agent
or any Arranger to carry out any “know your customer” or other checks in relation to any
person on behalf of any Lender and each Lender confirms to each Agent and each Arranger that
it is solely responsible for any such checks it is required to carry out and that it may not
rely on any statement in relation to such checks made by any Agent or any Arranger.



     16.18 TMK Representation. During the Extended Availability Period, each Lender to a TMK under this Agreement and each
Fronting Lender represents and warrants to Global Administrative Agent that it is an institution
from which a TMK may, pursuant to the Laws of Japan, borrow money.



     16.19 Time of the Essence. Time is of the essence of the Loan Documents.



     16.20 Judgment Currency. If, for the purposes of obtaining judgment in any court, it is
necessary to convert a sum due hereunder or any other Loan Document in one currency into another
currency, the rate of exchange used shall be that at which in accordance with normal banking
procedures the applicable Agent could purchase the first currency with such other currency on the
Business Day preceding that on which final judgment is given. The obligation of each Borrower in
respect of any such sum due from it to any Credit Party hereunder or under the other Loan Documents
shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that
in which such sum is denominated in accordance with the applicable provisions of this Agreement
(the “Agreement Currency”), be discharged only to the extent that on the Business Day
following receipt by the applicable Agent of any sum adjudged to be so due in the Judgment
Currency, such Agent may in accordance with normal banking procedures purchase the Agreement
Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less
than the sum originally due to the applicable Credit Party from such Borrower in the Agreement



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Currency, such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to
indemnify the applicable Credit Party against such loss. If the amount of the Agreement Currency
so purchased is greater than the sum originally due to the applicable Credit Party in such
currency, such Credit Party agrees to return the amount of any excess to such Borrower (or to any
other Person who may be entitled thereto under applicable law).



     16.21 Designation as Designated Senior Debt. All Obligations shall be “Designated Senior
Debt” for purposes of and as defined in the Security Agency Agreement.



     16.22 Acknowledgment of Borrowers. Each Borrower acknowledges and agrees to the terms and
conditions set forth in, and agrees to be bound by all of the provisions of, the Security Agency
Agreement as if it were a signatory thereto including the provisions that provide for the
allocation or reallocation of Recoveries (as defined in the Security Agency Agreement) from such
Borrower.



     16.23 ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL
AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE
PARTIES.



     16.24 Termination of Existing Credit Agreements. Lenders and the Credit Parties that are
parties to each Existing Credit Agreement (which ProLogis confirms constitute sufficient parties
under such Existing Credit Agreement to make the agreements set forth in this paragraph) agree that
on the Closing Date (and after giving effect to the payments required under Section
10.1.1(g)), the commitments (if any) under such Existing Credit Agreement shall terminate
(without regard to any provision thereof that requires advance notice of such termination) and such
Existing
Credit Agreement shall be of no further force or effect (except for provisions thereof that by
their terms survive termination thereof). Furthermore, each of the Lenders hereunder that is a
lender under an Existing Credit Agreement hereby waives the requirement set forth in such Existing
Credit Agreement, if any, that the applicable borrower provide any notice prior to prepayment of
the loans and credit extensions under such Existing Credit Agreement. The waiver set forth herein
is limited as provided herein and shall not be deemed to be a waiver or consent to any deviation
from the terms of this Agreement or the other Loan Documents.



     16.25 No Fiduciary Duty. In connection with all aspects of each transaction contemplated
hereby, each Borrower acknowledges and agrees, and acknowledges its respective Affiliates’
understanding, that: (i) the credit facilities and Tranches provided for hereunder and any related
arranging or other services in connection therewith (including in connection with any amendment,
waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial
transaction between such Borrower and its Affiliates, on the one hand, and Global Administrative
Agent, any other Agent, the Arrangers and the Lenders, on the other hand, and such Borrower is
capable of evaluating and understanding and understands and accepts the terms, risks and conditions
of the transactions contemplated hereby and by the other Loan Documents (including any amendment,
waiver or other modification hereof or thereof); (ii) in connection with the process leading to
such transaction, each Agent and each Arranger is and has been acting solely as a principal and is
not the financial advisor, agent or fiduciary for such



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Borrower or any of its Affiliates,
stockholders, creditors or employees; (iii) none of Global Administrative Agent, any other Agent,
or any Arranger has assumed or will assume an advisory, agency or fiduciary responsibility in favor
of such Borrower with respect to any of the transactions contemplated hereby or the process leading
thereto, including with respect to any amendment, waiver or other modification hereof or of any
other Loan Document (irrespective of whether Global Administrative Agent, any other Agent, or any
Arranger has advised or is currently advising such Borrower or any of its Affiliates on other
matters) and none of Global Administrative Agent, any other Agent, or any Arranger has any
obligation to such Borrower or any of its Affiliates with respect to the transactions contemplated
hereby except those obligations expressly set forth herein and in the other Loan Documents;
(iv) Global Administrative Agent, each other Agent, and the Arrangers and their respective
Affiliates may be engaged in a broad range of transactions that involve interests that differ from
those of such Borrower and its Affiliates, and none of Global Administrative Agent, any other
Agent, or any Arranger has any obligation to disclose any of such interests by virtue of any
advisory, agency or fiduciary relationship; and (v) Global Administrative Agent, each other Agent,
and the Arrangers have not provided and will not provide any legal, accounting, regulatory or tax
advice with respect to any of the transactions contemplated hereby (including any amendment, waiver
or other modification hereof or of any other Loan Document) and such Borrower has consulted its own
legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. Each
Borrower hereby waives and releases, to the fullest extent permitted by law, any claim that it may
have against Global Administrative Agent, any other Agent, and the Arrangers with respect to any
breach or alleged breach of agency or fiduciary duty.



[Signature pages follow.]





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179









 








EXHIBIT B




SUPPLEMENT NO. 1 TO THE SECURITY AGENCY AGREEMENT




[Intentionally Omitted]




Global Senior Credit Agreement










 





EXHIBIT C




MASTER ASSIGNMENTS AND ASSUMPTIONS




[Intentionally Omitted]





Global Senior Credit Agreement