Prologis Sample Contracts

OPTION AGREEMENT
Option Agreement • April 5th, 2002 • Prologis Trust • Real estate investment trusts • Delaware
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EXHIBIT 99.5 LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • April 5th, 2002 • Prologis Trust • Real estate investment trusts • Delaware
IN WITNESS WHEREOF, Obligor has caused this Note to be executed as of the date first above written. /s/ -------------------- Name
Pledge Agreement • March 29th, 1999 • Prologis Trust • Real estate • Maryland
among PROLOGIS TRUST, Borrower
Credit Agreement • April 16th, 1999 • Prologis Trust • Real estate
and
Agreement • April 16th, 2002 • Prologis Trust • Real estate investment trusts • Luxembourg
EXHIBIT 99.2 REGISTRATION RIGHTS AGREEMENT (MERIDIAN REALTY PARTNERS, L.P.) MERIDIAN INDUSTRIAL TRUST, INC.
Registration Rights Agreement • August 27th, 1999 • Prologis Trust • Real estate • Delaware
OF
Prologis • November 9th, 2004 • Real estate investment trusts • Delaware
among PROLOGIS TRUST (formerly known as Security Capital Industrial Trust), Borrower
Credit Agreement • August 14th, 1998 • Prologis Trust • Real estate • Texas
PROLOGIS
Underwriting Agreement • October 30th, 2009 • Prologis • Real estate investment trusts • New York

Introductory. ProLogis, a Maryland real estate investment trust (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A hereto of $600,000,000 aggregate principal amount of the Company’s 7.375% Notes due 2019 (the “Notes”). Banc of America Securities LLC, Citigroup Global Markets Inc. and Goldman, Sachs & Co. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes.

PROLOGIS 40,000,000 Shares Common Shares of Beneficial Interest ($0.01 par value) Equity Distribution Agreement
Terms Agreement • June 2nd, 2009 • Prologis • Real estate investment trusts • New York

ProLogis, a Maryland real estate investment trust (the “Company”), confirms its agreement (this “Agreement”) with Citigroup Global Markets Inc. (the “Manager”) as follows:

EXHIBIT 10.1 AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • May 14th, 1997 • Security Capital Industrial Trust • Real estate
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CREDIT AGREEMENT
Credit Agreement • August 11th, 2000 • Prologis Trust • Real estate
REGISTRATION RIGHTS AGREEMENT by and among PROLOGIS and Banc of America Securities LLC Citigroup Global Markets Inc. J.P. Morgan Securities Inc. Dated as of November 2, 2005
Registration Rights Agreement • November 4th, 2005 • Prologis • Real estate investment trusts • New York

This Agreement is made pursuant to the Purchase Agreement, dated as of October 26, 2005 (the “Purchase Agreement”), by and among the Company and the Initial Purchasers (i) for the benefit of the Initial Purchasers and (ii) for the benefit of the holders from time to time of the Notes (including each Initial Purchaser). In order to induce the Initial Purchasers to purchase the Initial Notes, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(l) of the Purchase Agreement.

PROLOGIS 48,050,061 Shares Common Shares of Beneficial Interest ($0.01 par value) Equity Distribution Agreement
Prologis • March 29th, 2010 • Real estate investment trusts • New York

ProLogis, a Maryland real estate investment trust (the “Company”), confirms its agreement (this “Agreement”) with Citigroup Global Markets Inc. and Morgan Stanley & Co. Incorporated (each a “Manager” and collectively, the “Managers”) as follows:

PROLOGIS
Prologis Trust • February 21st, 2003 • Real estate investment trusts • New York
PROLOGIS 2.625 % Convertible Senior Notes due 2038 Underwriting Agreement dated May 1, 2008 Goldman, Sachs & Co. Banc of America Securities LLC Morgan Stanley & Co. Incorporated
Underwriting Agreement • May 7th, 2008 • Prologis • Real estate investment trusts • New York

The undersigned understands that Goldman, Sachs & Co., Banc of America Securities LLC and Morgan Stanley & Co. Incorporated, which are acting severally as underwriters (the “Underwriters”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with ProLogis, a Maryland real estate investment trust (the “Company”), providing for the offering (the “Offering”) by the several Underwriters, of Convertible Senior Notes due 2038 (the “Securities”). The Securities will be convertible into common shares of beneficial interest of the Company, par value $0.01 per share (the “Common Stock”).

EXHIBIT 1 $100,000,000 7.625% NOTES DUE 2017
Underwriting Agreement • July 11th, 1997 • Security Capital Industrial Trust • Real estate
AMENDED EXECUTIVE PROTECTION AGREEMENT
Executive Protection Agreement • March 2nd, 2009 • Prologis • Real estate investment trusts • Colorado

This Agreement entered into as of the 31st day of December, 2008 (the “Effective Date”) by and between ProLogis, a Maryland real estate investment trust (the “Trust”), and Gary E. Anderson (the “Executive”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 2nd, 2009 • Prologis • Real estate investment trusts • Colorado

THIS AMENDED AND RESTATED AGREEMENT (this “Agreement”), made and entered into effective as of December 31, 2008 (the “Effective Date”) by and between Ted R. Antennuci (the “Executive”) and ProLogis, a Maryland real estate investment trust (the “Company”),

PROLOGIS 7.625% Notes due 2014 Underwriting Agreement dated August 11, 2009 J.P. Morgan Securities Inc. Barclays Capital Inc. Morgan Stanley & Co. Incorporated RBS Securities Inc.
Underwriting Agreement • August 14th, 2009 • Prologis • Real estate investment trusts • New York

Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

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