0000950134-07-006585 Sample Contracts

PROLOGIS as Issuer and U.S. BANK NATIONAL ASSOCIATION as Trustee FOURTH SUPPLEMENTAL INDENTURE Dated as of March 26, 2007 2.25% Convertible Senior Notes due 2037
Fourth Supplemental Indenture • March 26th, 2007 • Prologis • Real estate investment trusts • New York

THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of March 26, 2007 (this “Fourth Supplemental Indenture”), by and between PROLOGIS (formerly ProLogis Trust and prior thereto Security Capital Industrial Trust), a real estate investment trust organized under the laws of the State of Maryland having its principal office at 4545 Airport Way, Denver, Colorado 80239 (the “Company”), and U.S. BANK NATIONAL ASSOCIATION (as successor in interest to State Street Bank and Trust Company), having a corporate trust office at Corporate Trust Services, 100 Wall Street, Suite 1600, New York, New York 10005, as successor Trustee (in such capacity, the “Trustee”) under the Base Indenture (defined below).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 26th, 2007 • Prologis • Real estate investment trusts • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of March 26, 2007 among PROLOGIS, a real estate investment trust organized under Maryland law (the “Company”), and J.P. MORGAN SECURITIES INC., MORGAN STANLEY & CO. INCORPORATED and UBS SECURITIES LLC (the “Initial Purchasers”).

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