0000950123-09-055248 Sample Contracts

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.

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