PROLOGIS 6.625% Notes due 2018 Underwriting Agreement dated May 1, 2008 Citigroup Global Markets Inc. Goldman, Sachs & Co. Greenwich Capital Markets, Inc.Underwriting Agreement • May 7th, 2008 • 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.
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. IncorporatedUnderwriting 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”).
PROLOGIS as Issuer and U.S. BANK NATIONAL ASSOCIATION as Trustee SIXTH SUPPLEMENTAL INDENTURE Dated as of May 7, 2008 2.625% Convertible Senior Notes due 2038Supplemental Indenture • May 7th, 2008 • Prologis • Real estate investment trusts • New York
THIS SIXTH SUPPLEMENTAL INDENTURE, dated as of May 7, 2008 (this “Sixth 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).
SEVENTH SUPPLEMENTAL INDENTURESupplemental Indenture • May 7th, 2008 • Prologis • Real estate investment trusts • New York
SEVENTH SUPPLEMENTAL INDENTURE, dated as of May 7, 2008 (this “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).
