EX-10.1



 Exhibit 10.1 
 FIRST AMENDMENT 
 THIS FIRST AMENDMENT dated as of July 11, 2013 (this
“Amendment”) amends the Senior Term Loan Agreement (the “Loan Agreement”) dated as of February 2, 2012 among PROLOGIS, L.P., various affiliates thereof, various lenders, BANK OF AMERICA, N.A., as Administrative
Agent, and JPMORGAN CHASE BANK, N.A., as Syndication Agent. Unless otherwise defined herein, capitalized terms used herein have the respective meanings set forth in the Credit Agreement. 

WHEREAS, in connection with the effectiveness on the date hereof of the Global Senior Credit Agreement among Prologis, various affiliates
thereof, various lenders and various agents, including Bank of America, N.A., as Global Administrative Agent (the “New Global Agreement”), the parties to the Loan Agreement have agreed to amend the references in the Loan Agreement
to the “Global Credit Agreement.” 
 NOW, THEREFORE, the parties hereto agree as follows: 

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

1.1 Definition of Global Credit Agreement. The definition of Global Credit Agreement is amended in its entirety to read as
follows: 
 “Global Credit Agreement” means the Global Senior Credit Agreement dated as of
July 11, 2013 among Prologis, General Partner, various affiliates thereof, various lenders and various agents, including Bank of America, as Global Administrative Agent. 
 1.2 Conditions to Extension of Maturity Date. Section 3.10.1 is amended in its entirety to read as follows: 

Section 3.10.1 Request for Extension. Not earlier than 180 days or later than 30 days prior to the
then-current Maturity Date, Prologis may, upon written notice to Administrative Agent (which shall promptly notify Lenders) and satisfaction of the conditions precedent set forth in Section 3.10.2, extend the Maturity Date for an
additional year; provided that the Maturity Date may not be extended more than three times pursuant to this Section 3.10. 
 SECTION 2 EFFECTIVENESS. The amendments set forth in Section 1 above shall become effective on the date on which (a) the Administrative Agent shall have received confirmation
(which may be by facsimile or electronic mail) that each party hereto has signed a counterpart of this Amendment and (b) the New Global Agreement has become effective. 
 SECTION 3 ACKNOWLEDGMENT OF CHANGES TO CONFORMING PROVISIONS. The parties hereto acknowledge that, in accordance with Section 11.1.2 of the Loan Agreement, all Conforming Provisions (as
defined in such Section 11.1.2) shall be deemed to be amended to conform to the corresponding provisions of the New Global Agreement. 

  

					
		 		 	 First Amendment to Prologis, L.P.

Senior Term Loan Agreement










 SECTION 4 MISCELLANEOUS. 

4.1 Continuing Effectiveness, etc. As herein amended, the Loan Agreement shall remain in full force and effect and is hereby
ratified and confirmed in all respects. After the effectiveness hereof, all references in the Loan and any related document to the “Loan Agreement” or similar terms shall refer to the Loan Agreement as amended hereby. 

4.2 Incorporation of Loan Agreement Provisions. The provisions of Sections 11.4 (Expenses; Indemnity; Damage Waiver), 11.14
(GOVERNING LAW; JURISDICTION; ETC.) and 11.15 (Waiver of Jury Trial) are incorporated herein by reference as if set forth in full herein, mutatis mutandis. 
 [Signature pages follow.] 

  

					
		 	2	 	 First Amendment to Prologis, L.P.

Senior Term Loan Agreement










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

							
	PROLOGIS, L.P.:
	
	 PROLOGIS, L.P.,
 a Delaware limited partnership

		
	By:	 	Prologis, Inc., its sole general partner
			
		 	By:	 	 /s/ Phillip D. Joseph, Jr.

		 		 	Name:	 	Phillip D. Joseph, Jr.
		 		 	Title:	 	Managing Director & Treasurer



  

Signature Page to First Amendment 
 (Prologis, L.P. Senior Term Loan Agreement) 








 
					
	AGENTS:
	
	 BANK OF AMERICA, N.A.,
 as Administrative Agent and a Lender

		
	By:	 	 /s/ Will T. Bowers

		 	Name:	 	Will T. Bowers
		 	Title:	 	Senior Vice President



  

Signature Page to First Amendment 
 (Prologis, L.P. Senior Term Loan Agreement) 








 
					
	 JPMORGAN CHASE BANK, N.A.,
 as Syndication Agent and a Lender

		
	By:	 	 /s/ Brendan M. Poe

		 	Name:	 	Brendan M. Poe
		 	Title:	 	Executive Director



  

Signature Page to First Amendment 
 (Prologis, L.P. Senior Term Loan Agreement) 








 
					
	LENDERS:
	
	 THE ROYAL BANK OF SCOTLAND plc,
 as a Lender

		
	By:	 	 /s/ James Welch

		 	Name:	 	James Welch
		 	Title:	 	Director



  

Signature Page to First Amendment 
 (Prologis, L.P. Senior Term Loan Agreement) 








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

		 	Name:	 	John C. Rowland
		 	Title:	 	Vice President



  

Signature Page to First Amendment 
 (Prologis, L.P. Senior Term Loan Agreement) 








 
					
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
	as a Lender
		
	By:	 	 /s/ Bill O’Daly

		 	Name: Bill O’Daly
		 	Title:   Authorized Signatory
		
	By:	 	 /s/ Michael D’Onofrio

		 	Name: Michael D’Onofrio
		 	Title:   Authorized Signatory



  

Signature Page to First Amendment 
 (Prologis, L.P. Senior Term Loan Agreement) 








 
					
	DEUTSCHE BANK AG NEW YORK BRANCH,
	as a Lender
		
	By:	 	 /s/ George R. Reynolds

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

		 	Name:	 	Perry Forman
		 	Title:	 	Director



  

Signature Page to First Amendment 
 (Prologis, L.P. Senior Term Loan Agreement) 








 
					
	HSBC BANK USA, NATIONAL ASSOCIATION,
	as a Lender
		
	By:	 	 /s/ Janet K. Lee

		 	Name:	 	Janet K. Lee
		 	Title:	 	Vice President



  

Signature Page to First Amendment 
 (Prologis, L.P. Senior Term Loan Agreement) 








 
					
	MORGAN STANLEY MUFG SECURITIES CO., LTD.,
	as a Lender
		
	By:	 	 /s/ Jonathan Kindred

		 	Name: Jonathan Kindred
		 	Title:   President and CEO



  

Signature Page to First Amendment 
 (Prologis, L.P. Senior Term Loan Agreement) 








 
					
	THE BANK OF NOVA SCOTIA,
	as a Lender
		
	By:	 	 /s/ Christopher Usas

		 	Name:	 	Christopher Usas
		 	Title:	 	Director


  
 Signature Page to
First Amendment 
 (Prologis, L.P. Senior Term Loan Agreement)