FOURTH AMENDMENT TO GLOBAL SENIOR CREDIT AGREEMENT
Exhibit 10.1
FOURTH AMENDMENT TO
GLOBAL SENIOR CREDIT AGREEMENT
GLOBAL SENIOR CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO GLOBAL SENIOR CREDIT AGREEMENT (this “Amendment”) is entered into as
of June 30, 2010 among PROLOGIS, a Maryland real estate investment trust (“ProLogis”), the other
Loan Parties listed on the signature pages hereof, the undersigned Lenders, BANK OF AMERICA, N.A.,
as Global Administrative Agent, Collateral Agent, U.S. Funding Agent, U.S. Swing Line Lender, and a
U.S. L/C Issuer, BANK OF AMERICA, N.A., acting through its Canada branch, as Canadian Funding Agent
and a Canadian L/C Issuer, THE ROYAL BANK OF SCOTLAND PLC (successor to ABN AMRO Bank N.V.), as a
Global Co-Syndication Agent, ABN AMRO BANK, N.V., as Euro Funding Agent, Euro Swing Line Lender,
and a Euro L/C Issuer, and SUMITOMO MITSUI BANKING CORPORATION, as a Global Co-Syndication Agent,
Yen Funding Agent, KRW Funding Agent, and a Yen L/C Issuer.
R E C I T A L S
A. | ProLogis, various affiliates thereof, various lenders and various agents are parties to a Global Senior Credit Agreement dated as of October 6, 2005 (as amended or otherwise modified prior to the date hereof, the “Credit Agreement”). | |
B. | Capitalized terms used herein shall, unless otherwise indicated, have the respective meanings set forth in the Credit Agreement, as amended hereby. | |
C. | Borrowers and Credit Parties desire to amend certain provisions contained in the Credit Agreement, in each case subject to the terms and conditions set forth herein. |
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. AMENDMENTS TO THE CREDIT AGREEMENT. The Credit Agreement is amended as set forth below in
this Section 1.
(a) The definitions of “Adjusted EBITDA”, “Debt Service”, “Eligible Consolidated Subsidiary”,
“Equity Interests”, “Indebtedness”, “Interest Expense”, “Investment”, “NOI,” “Permitted Liens”,
“Total Asset Value”, “Unencumbered Debt Service,” “Unencumbered Debt Service Coverage Ratio” and
“Unencumbered NOI” are amended in their entirety to read as follows, respectively:
“Adjusted EBITDA” means, for the Companies on a consolidated basis, net
earnings before Preferred Dividends, plus amounts that have been deducted, and minus amounts
that have been added for the following (without duplication):
(a) Non-recurring losses (gains) from Dispositions of assets (excluding Dispositions to
any Property Fund and Dispositions to third parties in connection with the Companies’
development business);
(b) Losses (gains) resulting from foreign currency exchange effects of settlement of
Indebtedness and xxxx-to-market adjustments associated with (i) intercompany Indebtedness
between ProLogis and any of its Consolidated Subsidiaries and Unconsolidated Affiliates,
(ii) third party Indebtedness of ProLogis and its Consolidated Subsidiaries, and (iii) Swap
Contracts (other than those entered into for purely speculative purposes);
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(c) Arrangement fees, amendment fees and costs incurred in connection with the
negotiation, documentation, and/or closing of this Agreement and any amendment, supplement
or other modification hereto;
(d) Fees and costs incurred in connection with the negotiation, documentation, and/or
closing of each capital market offering, redemption of Indebtedness, business combination,
and consent solicitation;
(e) Losses (gains) from early extinguishment of Indebtedness; and
(f) Losses (earnings) attributable to Unconsolidated Affiliates;
plus Allowed Unconsolidated Affiliate Earnings, plus all amounts deducted in
calculating net earnings for Interest Expense (including cash and non-cash amounts),
provisions for taxes based on income (including deferred income taxes), provisions for
unrealized gains and losses, depreciation and amortization and the effect of any other
non-cash item minus the amount, if any, by which Allowed Unconsolidated Affiliate
Earnings exceed twenty-five percent (25%) of the total of all of the foregoing.
Notwithstanding the above, non-cash losses (gains) and any non-cash impairment of
Investments, intangible assets, including goodwill, or other assets shall be added back to
(in the case of write-downs, impairment charges, and losses) or deducted from (in the case
of gains) Adjusted EBITDA to the extent deducted (added) in the calculation of net earnings
or Adjusted EBITDA (but without duplication).
“Debt Service” means, for any Person for any period, the sum of the
cash portion of Interest Expense (excluding, to the extent included therein, amortized fees
previously paid in cash) plus any regularly scheduled principal payments on
Indebtedness; provided that Debt Service shall not include Excluded Debt Service.
“Eligible Consolidated Subsidiary” means a Consolidated Subsidiary (a) of which
at least ninety percent (90%) of all of the issued and outstanding voting and beneficial
Equity Interests are owned, directly or indirectly, by ProLogis free and clear of any Liens
(other than Permitted Liens) and (b) that has no Indebtedness other than (i) Designated
Senior Debt, (ii) Non-Recourse Debt, (iii) Indebtedness arising out of assessment bonds, and
(iv) Indebtedness (A) to ProLogis, (B) to a Subsidiary Guarantor, (C) to a Finance
Subsidiary, (D) that is pledged pursuant to Section 12.14, and/or (E) that is not
required to be pledged pursuant to Section 12.14 but is owed to another Eligible
Consolidated Subsidiary. For the avoidance of doubt, if two or more Persons would be
Eligible Consolidated Subsidiaries except that they have Indebtedness among themselves, the
existence of such Indebtedness shall not, in and of itself, disqualify any such Person from
being an Eligible Consolidated Subsidiary.
“Equity Interests” means, with respect to any Person, all shares of capital
stock of (or other ownership or profit interests in) such Person, all warrants, options or
other rights for the purchase or acquisition from such Person of shares of capital stock of
(or other ownership or profit interests in) such Person, all securities convertible into or
exchangeable for shares of capital stock of (or other ownership or profit interests in) such
Person, and all other ownership, beneficial or profit interests in such Person (including
partnership, member or trust interests therein), whether voting or nonvoting, in each case
to the extent then outstanding; provided that the convertible senior notes of
ProLogis that are outstanding as of the Fourth Amendment Effective Date shall not constitute
Equity Interests unless such notes are converted into capital stock of ProLogis.
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“Indebtedness” means for any Person, without duplication, all monetary
obligations of such Person, excluding trade payables and accrued expenses (including
deferred tax liabilities except as expressly provided below) incurred in the ordinary course
of business or for which reserves in accordance with GAAP or otherwise reasonably acceptable
to Global Administrative Agent have been provided, (a) for borrowed money, (b) evidenced by
bonds, debentures, notes, or similar instruments, (c) to pay the deferred purchase price of
property or services except (i) obligations incurred in the ordinary course of business to
pay the purchase price of stock so long as such obligations are paid within customary
settlement terms, and (ii) obligations to purchase stock (other than stock of ProLogis or
any of its Consolidated Subsidiaries or Affiliates) pursuant to subscription or stock
purchase agreements in the ordinary course of business, (d) secured by a Lien existing on
any property of such Person, whether or not such obligation shall have been assumed by such
Person; provided that the amount of any Indebtedness under this clause (d)
that has not been assumed by such Person shall be equal to the lesser of the stated amount
of such Indebtedness or the fair market value of the property securing such Indebtedness,
(e) arising under Capital Leases to the extent included on a balance sheet of such Person,
(f) arising under Swap Contracts, excluding interest rate contracts entered into to hedge
Indebtedness, net of obligations owed to such Person under non-excluded Swap Contracts, (g)
arising under any Guarantee of such Person (other than (i) endorsements in the ordinary
course of business of negotiable instruments or documents for deposit or collection, (ii)
indemnification obligations and purchase price adjustments pursuant to acquisition
agreements entered into in the ordinary course of business and (iii) any Guarantee of
Liabilities of a third party that do not constitute Indebtedness), and (h) Settlement Debt.
The amount of any Indebtedness shall be determined without giving effect to any
xxxx-to-market increase or decrease resulting from the purchase accounting impact of
corporate or portfolio acquisitions or any xxxx-to-market remeasurement of the amount of any
Indebtedness denominated in a Foreign Currency. Indebtedness shall not include obligations
under any assessment, performance, bid or surety bond or any similar bonding obligation.
“Interest Expense” means, for any Person for any period, without duplication,
(a) all interest expense on such Person’s Indebtedness (whether direct, indirect, or
contingent, and including interest on all convertible Liabilities), plus (b)
Restricted Payments of any kind or character with respect to, and other proceeds paid or
payable in respect of, any Disqualified Stock.
“Investment” means any investment in any Person, Property, or other asset,
whether by means of stock, purchase, loan, advance, extension of credit, capital
contribution, or otherwise. The amount of any Investment shall be determined in accordance
with GAAP; provided that the amount of the Investment in any Property shall be
calculated based upon the undepreciated Investment in such Property.
“NOI” means, for any period and any Property, the difference (if positive)
between (a) any rents, proceeds (other than proceeds from Dispositions), expense
reimbursements, or income received from such Property (but excluding security or other
deposits, late fees, early lease termination, or other penalties of a non-recurring nature),
less (b) all costs and expenses (including interest on assessment bonds) incurred as
a result of, or in connection with, the development, operation, or leasing of such Property
(but excluding depreciation, amortization, Interest Expense and Capital Expenditures and
other capitalized costs).
“Permitted Liens” means (a) Liens granted to any Agent to secure the
Obligations, (b) pledges or deposits made to secure payment of worker’s compensation (or to
participate in any fund in connection with worker’s compensation insurance), unemployment
insurance,
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pensions, or social security programs, (c) encumbrances consisting of zoning restrictions,
easements, or other restrictions on the use of real property, provided that such
items do not materially impair the use of such property for the purposes intended and none
of which is violated in any material respect by existing or proposed structures or land use,
(d) Liens for taxes not yet due and payable or being contested in good faith by appropriate
proceedings diligently conducted, and for which reserves in accordance with GAAP or
otherwise reasonably acceptable to Global Administrative Agent have been provided, (e) Liens
imposed by mandatory provisions of law such as for materialmen’s, mechanic’s,
warehousemen’s, and other like Liens arising in the ordinary course of business, securing
payment of any Liability whose payment is not yet due, (f) Liens on Properties where the
applicable Company or Unconsolidated Affiliate is insured against such Liens by title
insurance or other similar arrangements satisfactory to Global Administrative Agent, (g)
Liens securing assessments or charges payable to a property owner association or similar
entity, which assessments are not yet due and payable or are being contested in good faith
by appropriate proceedings diligently conducted, and for which reserves in accordance with
GAAP or otherwise reasonably acceptable to Global Administrative Agent have been provided,
(h) Liens securing assessment bonds, (i) Liens granted to ProLogis or any Subsidiary
Guarantor by any other Company or any Unconsolidated Affiliate, (j) pledges of Equity
Interests granted to any Finance Subsidiary or to International Finance to secure
intercompany Indebtedness, (k) pledges of intercompany indebtedness granted by any Finance
Subsidiary to any other Finance Subsidiary or to International Finance, (l) leases to
tenants of space in Properties that are entered into in the ordinary course of business, (m)
any netting or set-off arrangement entered into by any Company in the normal course of its
banking arrangements for the purpose of netting debit and credit balances, or any set-off
arrangement which arises by operation of law as a result of any Company opening a bank
account, (n) any title transfer or retention of title arrangement entered into by any
Company in the normal course of its trading activities on the counterparty’s standard or
usual terms, (o) Liens over goods and documents of title to goods arising out of letter of
credit transactions entered into in the ordinary course of business, (p) Liens securing
Settlement Debt in an aggregate amount not at any time exceeding $250,000,000, (q) any Lien
which secures the Obligations and some or all of the Designated Senior Debt on a pari passu
basis, (r) Liens securing Indebtedness that has been pledged to Collateral Agent for the
benefit of all Designated Senior Debt, and (s) any Lien granted to any Company (other than
ProLogis or a Subsidiary Guarantor) by any other Company so long as the holder of such Lien
has agreed in writing that it will, upon the request of the Company granting such Lien,
subordinate such Lien (on terms reasonably satisfactory to Global Administrative Agent) to
any Lien of Global Administrative Agent on the relevant property.
“Total Asset Value” means, as of any date for the Companies on a consolidated
basis, the total (without duplication) of the following:
(a) the quotient of (A) the sum of the most recent fiscal quarter’s NOI from Stabilized
Industrial Properties multiplied by four (4), divided by (B) the applicable Capitalization
Rate; plus
(b) the sum of (i) one hundred percent (100%) of the undepreciated book value of each
Transition Property for the first twelve (12) months following the date such Property became
a Transition Property, (ii) seventy-five percent (75%) of the undepreciated book value of
each Transition Property that has been a Transition Property for at least twelve (12) months
but less than twenty-four (24) months, and (iii) fifty percent (50%) of the undepreciated
book value of each Transition Property that has been a Transition Property for at least
twenty-four (24) months; plus
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(c) the amount of all other Investments in Properties under construction, Retail
Properties, and Properties subject to a ground lease with a Person that is not an Affiliate
of ProLogis, as lessee, each on an undepreciated book basis; plus
(d) the book value of raw land; plus
(e) the book value of the Companies’ Investments in Unconsolidated Affiliates; plus
(f) the product of (A) management fee income of the Companies for the most recent
fiscal quarter multiplied by (B) four, multiplied by (C) eight; plus
(g) the value, if positive, of the Companies’ Swap Contracts, excluding interest rate
contracts entered into to hedge Indebtedness, net of obligations owing by the Companies
under non-excluded Swap Contracts, plus
(h) to the extent not included in clauses (a) through (g) above, (i)
restricted funds that are held in escrow pending the completion of tax-deferred exchange
transactions involving operating Properties, (ii) infrastructure costs related to projects
that a Company is developing on behalf of others, (iii) costs incurred related to future
development projects, including purchase options on land, (iv) the corporate office
buildings of ProLogis and its Subsidiaries, and (v) xxxxxxx money deposits associated with
potential acquisitions; plus
(i) Cash and Cash Equivalents; minus
(j) the amount, if any, by which the amount in clause (e) above exceeds fifteen
percent (15%) of the sum of clauses (a) through (i) above.
For the avoidance of doubt, with respect to each of clauses (b) through
(j) (other than clause (f)) above, impairments pursuant to GAAP shall be
included.
“Unencumbered Debt Service” means, for any period, the total for such period of
all Debt Service in respect of all Unsecured Debt of the Companies.
“Unencumbered Debt Service Coverage Ratio” means, as of the last day of any
fiscal quarter, the ratio of (a) Unencumbered NOI minus Unencumbered Capital
Expenditures to (b) Unencumbered Debt Service, in each case for the four (4) fiscal quarters
ending on the date of determination.
“Unencumbered NOI” means, for any period, the total for such period of (a) the
NOI of all Unencumbered Properties of the Companies; provided that this clause
(a) shall not include any NOI that is subject to any Lien (other than Permitted Liens);
plus (b) the management fees of the Companies that are not subject to any Lien
(other than Permitted Liens) less related expenses; plus (c) Allowed Unconsolidated
Affiliate Earnings that are not subject to any Lien (other than Permitted Liens);
minus (d) the amount, if any, by which the sum of the amounts of clauses (b)
and (c) above exceeds forty percent (40%) of the sum of the amounts of clauses
(a), (b) and (c) above.
(b) The following definitions are added to Section 1.1 in proper alphabetical
sequence:
“Debt Ratio” has the meaning specified in Section 13.10.5.
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“Fourth Amendment” means the Fourth Amendment to Global Senior Credit Agreement
dated as of June ___, 2010 among ProLogis, other Loan Parties, Global Administrative Agent,
the Funding Agents, and the Lenders party thereto.
“Fourth Amendment Effective Date” means the date on which all conditions
precedent to the effectiveness of the Fourth Amendment have been satisfied or waived.
“Qualified NOI” means, as of the last day of any fiscal quarter, the sum of (i)
the NOI of all Unencumbered Properties of ProLogis and (ii) the Companies’ Share of the NOI
of all Unencumbered Properties of the Eligible Consolidated Subsidiaries, in each case for
the four (4) fiscal quarters ending on the date of determination; provided that (a)
Qualified NOI shall not include any NOI that is subject to any Lien (other than Permitted
Liens), and (b) there shall be deducted from Qualified NOI amounts attributable to
Unencumbered Properties located outside the United States (“Foreign NOI”) so that
Foreign NOI does not exceed fifty-five percent (55%) of Qualified NOI.
“Unencumbered Capital Expenditures” means, for any period, the total for such
period of the Capital Expenditures associated with all Unencumbered Properties of the
Companies (except for Unencumbered Properties where the tenant is responsible for capital
expenditures).
(c) The definitions of “Unencumbered Pool Asset Value” and “Unencumbered Pool Properties” are
deleted from Section 1.1.
(d) Section 8.2 is amended by (i) changing the caption thereof to read in its entirety
as follows: “Termination or Reduction of Commitments and Removal of a Borrower; Changes to Extended
Commitments”; (ii) designating the existing text thereof as Section 8.2.1 with the caption
“Termination or Reduction; Removal.” (and changing all references in the Credit Agreement
or any other Loan Document to “Section 8.2” of the Credit Agreement to be references to
“Section 8.2.1” of the Credit Agreement); and (iii) adding the following new Section
8.2.2 in proper numerical sequence:
8.2.2 Changes to Extended Commitments.
Notwithstanding any other provision of this Agreement, unless otherwise specified in
writing by ProLogis in the notice of reduction of the Aggregate Tranche Commitment under a
Tranche pursuant to Section 8.2.1, no reduction of the Aggregate Tranche Commitment
under the U.S. Tranche, the Euro Tranche or the Yen Tranche after the Third Amendment
Effective Date and prior to the Initial Maturity Date shall reduce the Extended Commitment
of any Lender under such Tranche. In furtherance of the foregoing, (a) each Lender with an
Extended Commitment under any Tranche agrees that, unless otherwise specified by ProLogis in
a reduction notice referred to above, no reduction of the Aggregate Tranche Commitment under
such Tranche after the Third Amendment Effective Date and prior to the Initial Maturity Date
shall reduce the Extended Commitment of such Lender under such Tranche; (b) ProLogis and
each Lender with an Extended Commitment agree that if a reduction of the Aggregate Tranche
Commitment under a Tranche results in the Extended Commitment of such Lender under such
Tranche exceeding the Initial Commitment of such Lender under such Tranche, then (i) such
excess shall not be available hereunder until the Initial Maturity Date and (ii) such excess
shall be available on and after the Initial Maturity Date, subject to (x) any reduction
thereof due to a reduction in the applicable Aggregate Tranche Commitment (I) after the
Third Amendment Effective Date and prior to the Initial Maturity Date that ProLogis
specified was to reduce the applicable Extended Commitments or (II) on or after the Initial
Maturity Date, (y) any assignment by such Lender in accordance with the terms hereof and (z)
termination of the Commitments pursuant to
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Section 14.2; and (c) ProLogis agrees that prior to the Initial Maturity Date, each of
the facility fee and the additional facility fee payable pursuant to Section
8.5.1(a) and Section 8.5.1(b), respectively, to a Lender with an Extended
Commitment under a Tranche that is greater than such Lender’s Initial Commitment under such
Tranche shall be calculated based upon the amount of such Lender’s Extended Commitment under
such Tranche even though a portion thereof may not be currently available.
(e) Section 11.19 is deleted.
(f) Clause (b) of Section 12.2 is amended in its entirety to read as follows:
(b) concurrently with the delivery of each set of financial statements referred to in
Sections 12.1(a) and (b), a duly completed Compliance Certificate signed by
a Responsible Officer of ProLogis;
(g) Section 12.14 is amended in its entirety to read as follows:
12.14 Collateral.
Within thirty days (30) after the end of each fiscal quarter during the term of this
Agreement, ProLogis shall cause each Borrower (other than International Finance and any
Finance Subsidiary) to grant to Collateral Agent, for the benefit of all Designated Senior
Debt, on a pari passu basis, a first-priority Lien in all Indebtedness (a) in excess of
$10,000,000 payable to such Borrower by each Consolidated Subsidiary that does not Guarantee
all of the Obligations and (b) in excess of $25,000,000 payable to such Borrower by each
Unconsolidated Affiliate (and its Consolidated Subsidiaries), in each case except to the
extent that the granting of such Lien (x) is not permitted by applicable Laws or (y) would
result in material adverse tax consequences to ProLogis, any Company or any Unconsolidated
Affiliate; provided that, except for PLD Europe Finance B.V., ProLogis U.K. Funding
B.V. and ProLogis U.K. Funding II B.V. (in each case to the extent such Company is required
to xxxxx x Xxxx pursuant to the foregoing provisions of this Section 12.14), no
Borrower that is organized under the Laws of the United Kingdom or a Participating Member
State shall be required to grant any Lien to Collateral Agent pursuant to this Section
12.14.
(h) Section 13.5 is amended in its entirety to read as follows:
13.5 Restricted Payments. ProLogis shall not, and shall not permit any other Company
to, declare or make, directly or indirectly, any Restricted Payment, or incur any obligation
(contingent or otherwise) to do so, if a Default exists or would result therefrom, except
that:
(a) any Consolidated Subsidiary may at any time make Restricted Payments to ProLogis or
another Consolidated Subsidiary;
(b) any Company may at any time declare and make dividend payments or other
distributions payable solely in the common stock or other common Equity Interests of such
Person;
(c) any Company may at any time purchase, redeem or otherwise acquire Equity Interests
issued by it with the proceeds received from the substantially concurrent issue of new
shares of its common stock or other common Equity Interests;
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(d) ProLogis may at any time pay cash dividends and make other cash distributions to
the holders of its Equity Interests in an amount not to exceed in the aggregate the greater
of (i) ninety-five percent (95%) of the aggregate, cumulative “Funds from Operations”
(excluding non-cash impairment charges, write-downs, or losses) of ProLogis as reported to
its shareholders in either the annual report of ProLogis filed by or on behalf of ProLogis
with the SEC on a Form 10-K or the quarterly investment package prepared for the holders of
its Equity Interests after December 31, 2008, and (ii) the amount of Restricted Payments
required to be paid by ProLogis in order for ProLogis to eliminate its REIT taxable income
and/or to maintain its status as a REIT; and
(e) any Company may at any time make non-cash Restricted Payments in connection with
employee and trustee stock option plans or similar employee or trustee incentive
arrangements.
(i) Clauses (a) and (b) of Section 13.8 are amended in their entirety
to read as follows:
(a) ProLogis shall not, and shall not permit any other Company to, xxxxx x Xxxx (other
than Permitted Liens) to any Person on (i) any Property with Unencumbered NOI that is used
in the calculation of Unencumbered Debt Service Coverage Ratio or the Debt Ratio or (ii) the
Equity Interests of any Company (other than ProLogis) if the Unencumbered NOI of such
Company is used in the calculation of Unencumbered Debt Service Coverage Ratio or the Debt
Ratio.
(b) ProLogis shall not, and shall not permit any other Company to, enter into any
negative pledge or other agreement with any other Person such that ProLogis or any Company
that is an Affiliate Borrower, a Subsidiary Guarantor or an Eligible Consolidated Subsidiary
shall be prohibited from granting to Global Administrative Agent, for the benefit of the
Credit Parties, a first-priority Lien in (i) Property with Unencumbered NOI that is used in
the calculation of Unencumbered Debt Service Coverage Ratio or the Debt Ratio, or (ii) the
Equity Interests of any Company (other than ProLogis) if the Unencumbered NOI of such
Company is used in the calculation of Unencumbered Debt Service Coverage Ratio or the Debt
Ratio; provided that the foregoing shall not apply to restrictions in any Designated
Senior Debt that require that any Liens on any property, assets, or revenues of any Company
secure such Designated Senior Debt on a pari passu basis. Nothing herein should be
construed as creating a Lien.
(j) Section 13.10 is amended by (i) amending Section 13.10.2 in its entirety
to read as follows:
13.10.2 Consolidated Leverage Ratio. ProLogis shall not permit the
Consolidated Leverage Ratio, as of the last day of any fiscal quarter, to be greater than
the Maximum Leverage Ratio.
and (ii) adding the following Section 13.10.5 to the end of such section:
13.10.5 Debt Ratio. ProLogis shall not permit the following ratio (expressed
as a percentage), as of the last day of any fiscal quarter, to be less than fourteen percent
(14%): (a) Qualified NOI as of the last day of the most recent fiscal quarter then ended, to
(b) the sum (without duplication) of the following: (i) the Dollar Equivalent of the Total
Global Outstandings; plus (ii) all Settlement Debt; plus (iii) the amount of
any assessment bonds secured by Liens on any Unencumbered Property of ProLogis or any
Eligible Consolidated Subsidiary to the extent the applicable Company is in material default
under the terms thereof; plus (iv) the Dollar
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Equivalent amount of any other Indebtedness of ProLogis (excluding (A) intercompany
Indebtedness and (B) Non-Recourse Debt and obligations related thereto) maturing within one
(1) year after the applicable date of determination. ProLogis agrees that it shall not
cause any Indebtedness to cease to constitute Designated Senior Debt if doing so would cause
ProLogis to be in violation of this Section 13.10.5 on a pro forma basis without the
prior written consent of the Global Administrative Agent.
(k) Section 13.11 is amended in its entirety to read as follows:
13.11 [Reserved.]
(l) Schedule 1.1-2 is deleted and Schedule 1.1-1 is renumbered to be
Schedule 1.1.
(m) In furtherance of Section 5 of this Amendment, Schedule 2.1-1 is replaced
by Schedule 2.1-1 hereto.
(n) Exhibit C is replaced by Exhibit C hereto.
2. RATIFICATIONS. Each Borrower (including ProLogis in its capacities as a Guarantor under the
Parent Guaranty and a Pledgor under the Pledge Agreement executed by ProLogis and each other
Borrower in its capacity as a Pledgor under the Pledge Agreement executed by such Borrower) (a)
ratifies and confirms all provisions of the Loan Documents to which it is a party as amended by
this Amendment and (b) confirms that no guaranty or Lien granted, conveyed, or assigned by such
Borrower to any of the Credit Parties under the Loan Documents is released, reduced, or otherwise
adversely affected by this Amendment and that each such guaranty or Lien continues to guarantee and
secure full payment and performance of the present and future Obligations of Borrowers as set forth
under the Loan Documents.
3. REPRESENTATIONS.
Each Borrower represents and warrants to the Credit Parties that as of the date of this
Amendment: (a) this Amendment has been duly authorized, executed, and delivered by such Borrower;
(b) no action of, or filing with, any Governmental Authority is required to authorize, or is
otherwise required in connection with, the execution, delivery, and performance by such Borrower of
this Amendment; (c) the Loan Documents to which such Borrower is a party, as amended by this
Amendment, are valid and binding upon such Borrower and are enforceable against such Borrower in
accordance with their respective terms, except as limited by Debtor Relief Laws and general
principles of equity; (d) the execution, delivery, and performance by such Borrower of this
Amendment do not require the consent of any other Person and do not and will not constitute a
violation of any Law, order of any Governmental Authority, or material agreement to which such
Borrower is a party or by which such Borrower is bound; (e) all representations and warranties of
such Borrower in the Loan Documents to which such Borrower is a party, as amended by this
Amendment, are true and correct in all material respects on and as of the date of this Amendment,
except to the extent that (i) any of them speaks to a different specific date or (ii) the facts on
which any of them was based have been changed by transactions contemplated or permitted by the
Credit Agreement; and (f) both before and after giving effect to this Amendment, no Default exists.
4. CONDITIONS. This Amendment shall be effective on the date (the “Amendment Effective Date”) on
which each of the following conditions is satisfied:
(a) this Amendment is executed by each Borrower, Global Administrative Agent, the Required
Lenders and Lenders that hold more than fifty percent (50%) of the Dollar Equivalent of the
aggregate Extended Commitments;
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(b) each Subsidiary Guarantor executes a ratification and confirmation in form and substance
reasonably acceptable to Global Administrative Agent;
(c) the representations and warranties in this Amendment are true and correct in all material
respects on and as of the date of this Amendment, except to the extent that (i) any of them speaks
to a different specific date, or (ii) the facts on which any of them was based have been changed by
transactions contemplated or permitted by the Credit Agreement;
(d) there shall not have been any event or circumstance since the date of the Audited
Financial Statements that has had or would be reasonably expected to have, either individually or
in the aggregate, a Material Adverse Effect;
(e) all fees required to be paid on or before the Amendment Effective Date shall have been
paid; and
(f) both before and after giving effect to this Amendment, no Default exists.
5. TERMINATION, REDUCTION AND REALLOCATION OF TRANCHE COMMITMENTS.
On the Amendment Effective Date, (a) the KRW Aggregate Commitments and the Canadian Aggregate
Commitments shall terminate; (b) the Euro Aggregate Commitments shall be reduced by EUR370,000,000
(and the Euro Commitment of each Euro Lender shall be reduced by its Applicable Tranche Percentage
of such amount); and (c) the Yen Aggregate Commitments shall be reduced by ¥61,000,000,000 (and the
Yen Commitment of each Yen Lender shall be reduced by its Applicable Tranche Percentage of such
amount).
6. CONTINUED EFFECT. Except to the extent amended hereby, all terms, provisions, and conditions
of the Credit Agreement and the other Loan Documents, and all documents executed in connection
therewith, shall continue in full force and effect and shall remain enforceable and binding in
accordance with their respective terms, subject to Debtor Relief Laws and general principles of
equity. Upon the effectiveness hereof, all references in the Loan Documents to the “Credit
Agreement” or similar terms shall be references to the Credit Agreement as amended by this
Amendment.
7. MISCELLANEOUS. Unless stated otherwise (a) the singular number includes the plural and vice
versa and words of any gender include each other gender, in each case, as appropriate, (b) headings
and captions may not be construed in interpreting provisions, (c) this Amendment shall be construed
— and its performance enforced — under New York law, (d) if any part of this Amendment is for any
reason found to be unenforceable, all other portions of it nevertheless remain enforceable, and (e)
this Amendment may be executed in any number of counterparts with the same effect as if all
signatories had signed the same document, and all of those counterparts must be construed together
to constitute the same document. A signature page hereto delivered by facsimile or electronic mail
shall be effective as delivery of a manually-signed counterpart hereof.
8. PARTIES. This Amendment binds and inures to the benefit of the parties hereto and their
respective successors and permitted assigns.
9. ENTIRETIES. The Credit Agreement and the other Loan Documents, as amended by this Amendment,
represent the final agreement among the parties about the subject matter of the Credit Agreement
and the other Loan Documents and may not be contradicted by evidence of prior, contemporaneous, or
subsequent oral agreements of the parties. There are no unwritten oral agreements between the
parties.
ProLogis Global Fourth Amendment
10
[Remainder of Page Intentionally Left Blank;
Signature Pages Follow.]
Signature Pages Follow.]
ProLogis Global Fourth Amendment
11
U.S. TRANCHE BORROWER SIGNATURES
PROLOGIS,
a Maryland real estate investment trust
PLD INTERNATIONAL INCORPORATED,
a Delaware corporation
PLD INTERNATIONAL FINANCE LLC,
a Delaware limited liability company
PROLOGIS JAPAN FINANCE INCORPORATED,
a Delaware corporation
PROLOGIS CANADA INVESTMENT 11 TRUST,
a Maryland business trust
PROLOGIS CANADA INVESTMENT 12 TRUST,
a Maryland business trust
PROLOGIS CANADA INVESTMENT 13 TRUST,
a Maryland business trust
PROLOGIS CANADA INVESTMENT 14 TRUST,
a Maryland business trust
PROLOGIS CANADA INVESTMENT 15 TRUST,
a Maryland business trust
PROLOGIS CANADA INVESTMENT 16 TRUST,
a Maryland business trust
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
PROLOGIS LOGISTICS SERVICES
INCORPORATED,
INCORPORATED,
a Delaware corporation
PROLOGIS FINANCE LLC,
a Delaware limited liability company,
by ProLogis, its managing member
By: | /s/ Xxxxxxx X. Xxxxxx, Xx. | |||
Name: | Xxxxxxx X. Xxxxxx, Xx. | |||
Title: | Senior Vice President and Treasurer | |||
U.S. TRANCHE BORROWER SIGNATURES (CONT’D)
PROLOGIS FINANCE-PALMTREE LLC,
a Delaware limited liability company,
by ProLogis, its managing member
PLD CANADIAN FUNDING US LLC,
a Delaware limited liability company,
by PLD International Finance LLC, its sole member
By: | /s/ Xxxxxxx X. Xxxxxx, Xx. | |||
Name: | Xxxxxxx X. Xxxxxx, Xx. | |||
Title: | Senior Vice President and Treasurer | |||
PLD EUROPE FINANCE B.V.,
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
a Netherlands private company with limited liability
PROLOGIS UK FUNDING II B.V.,
a Netherlands private company with limited liability
By: | /s/ Xxxxx Xxxxxxxx | |||
Name: | ProLogis Directorship II B.V. In turn represented by Xxxxx Xxxxxxxx |
|||
Title: | Managing Director | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
EURO TRANCHE BORROWER SIGNATURES
PLD EUROPE FINANCE B.V.,
a Netherlands private company with limited liability
PLD EUROPE FINANCE II B.V.,
a Netherlands private company with limited liability
PROLOGIS UK FUNDING II B.V.,
a Netherlands private company with limited liability
PROLOGIS UK FUNDING III B.V.,
a Netherlands private company with limited liability
By: | /s/ Xxxxx Xxxxxxxx | |||
Name: | ProLogis Directorship II B.V. | |||
In turn represented by Xxxxx Xxxxxxxx | ||||
Title: | Managing Director | |||
PROLOGIS, a Maryland real estate investment trust PLD INTERNATIONAL INCORPORATED, a Delaware corporation PLD INTERNATIONAL FINANCE LLC, a Delaware limited liability company PROLOGIS JAPAN FINANCE INCORPORATED, a Delaware corporation |
||||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
By: | /s/ Xxxxxxx X. Xxxxxx, Xx. | |||
Name: | Xxxxxxx X. Xxxxxx, Xx. | |||
Title: | Senior Vice President and Treasurer | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
YEN TRANCHE BORROWER SIGNATURES
MAISHIMA THREE SPECIAL PURPOSE
COMPANY, a Japanese company
COMPANY, a Japanese company
NARASHINO THREE SPECIAL PURPOSE
COMPANY, a Japanese company
COMPANY, a Japanese company
NARITA THREE SPECIAL PURPOSE COMPANY,
a Japanese company
PROLOGIS MISATO SPECIAL PURPOSE
COMPANY, a Japanese company
COMPANY, a Japanese company
PROLOGIS TOKONAME SPECIAL PURPOSE
COMPANY, a Japanese company
COMPANY, a Japanese company
ICHIKAWA ONE SPECIAL PURPOSE COMPANY,
a Japanese company
TAKATSUKI TWO SPECIAL PURPOSE COMPANY,
a Japanese company
IWANUMA ONE SPECIAL PURPOSE COMPANY,
a Japanese company
ZAMA ONE SPECIAL PURPOSE COMPANY, a
Japanese company
KITA NAGOYA SPECIAL PURPOSE COMPANY,
a Japanese company
ICHIKAWA TWO SPECIAL PURPOSE COMPANY,
a Japanese company
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
By: | /s/ Xxxxxxxx Xxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxx | |||
Title: | Director | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
YEN TRANCHE BORROWER SIGNATURES (CONT’D)
PROLOGIS TOKYO FINANCE INVESTMENT LIMITED PARTNERSHIP, a Japanese company, by ProLogis Tokyo Finance LLC PROLOGIS, a Maryland real estate investment trust PROLOGIS JAPAN FINANCE INCORPORATED, a Delaware corporation PLD INTERNATIONAL INCORPORATED, a Delaware corporation |
||||
By: | /s/ Xxxxxxx X. Xxxxxx, Xx. | |||
Name: | Xxxxxxx X. Xxxxxx, Xx. | |||
Title: | Senior Vice President and Treasurer | |||
PLD EUROPE FINANCE B.V., a Netherlands private company with limited liability PROLOGIS UK FUNDING II B.V., a Netherlands private company with limited liability |
||||
By: | /s/ Xxxxx Xxxxxxxx | |||
Name: | ProLogis Directorship II B.V. | |||
In turn represented by Xxxxx Xxxxxxxx | ||||
Title: | Managing Director | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
KRW TRANCHE BORROWER SIGNATURES
PLD ANSUNG LLC, | SEAL | |||
a Korean limited liability company | ||||
PLD ASAN LLC, | SEAL | |||
a Korean limited liability company | ||||
PLD BAEKAM LLC, | SEAL | |||
a Korean limited liability company | ||||
PLD CHEONAN LLC, | SEAL | |||
a Korean limited liability company | ||||
PLD DEOKPYUNG LLC, | SEAL | |||
a Korean limited liability company | ||||
PLD DEOKPYUNG 2 LLC, | SEAL | |||
a Korean limited liability company | ||||
PLD GONJIAM LLC, | SEAL | |||
a Korean limited liability company | ||||
PLD INCHEON LLC, | SEAL | |||
a Korean limited liability company | ||||
PLD NAMYANGJU LLC, | SEAL | |||
a Korean limited liability company | ||||
PLD OJUNG LLC, | SEAL | |||
a Korean limited liability company | ||||
PLD OKCHEON LLC, | SEAL | |||
a Korean limited liability company | ||||
PLD YONGIN LLC, | SEAL | |||
a Korean limited liability company |
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
PROLOGIS KOREAN MANAGEMENT LLC, SEAL a Korean limited liability company |
||||
By: | /s/ Xxxxxx Xxx | |||
Name: | Xxxxxx Xxx, on behalf of all entities listed above | |||
Title: | Managing Director | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
CANADIAN TRANCHE BORROWER SIGNATURES
PROLOGIS CANADA INVESTMENT 3 TRUST,
a Maryland business trust
a Maryland business trust
PROLOGIS CANADA INVESTMENT 6 TRUST,
a Maryland business trust
a Maryland business trust
PROLOGIS CANADA INVESTMENT 8 TRUST,
a Maryland business trust
a Maryland business trust
PROLOGIS CANADA INVESTMENT 9 TRUST,
a Maryland business trust
a Maryland business trust
PROLOGIS CANADA INVESTMENT 10 TRUST,
a Maryland business trust,
a Maryland business trust,
PROLOGIS CANADA INVESTMENT 11 TRUST,
a Maryland business trust
a Maryland business trust
PROLOGIS CANADA INVESTMENT 12 TRUST,
a Maryland business trust
a Maryland business trust
PROLOGIS CANADA INVESTMENT 13 TRUST,
a Maryland business trust
a Maryland business trust
PROLOGIS CANADA INVESTMENT 14 TRUST,
a Maryland business trust
a Maryland business trust
PROLOGIS CANADA INVESTMENT 15 TRUST,
a Maryland business trust
a Maryland business trust
PROLOGIS CANADA INVESTMENT 16 TRUST,
ProLogis Global Fourth Amendment
a Maryland business trust
PROLOGIS FINANCE LLC,
a Delaware limited liability company,
by ProLogis, its managing member
a Delaware limited liability company,
by ProLogis, its managing member
PROLOGIS FINANCE-PALMTREE LLC,
a Delaware limited liability company,
by ProLogis, its managing member
a Delaware limited liability company,
by ProLogis, its managing member
CANADIAN TRANCHE BORROWER SIGNATURES (CONT’D)
PLD CANADIAN FUNDING US LLC, a Delaware limited liability company, by PLD International Finance LLC, its sole member |
||||
By: | /s/ Xxxxxxx X. Xxxxxx, Xx. | |||
Name: | Xxxxxxx X. Xxxxxx, Xx. | |||
Title: | Senior Vice President and Treasurer | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
AGENT: BANK OF AMERICA, N.A., as Global Administrative Agent |
||||
By: | /s/ Will X. Xxxxxx, Xx. | |||
Will X. Xxxxxx, Xx., Senior Vice President | ||||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
LENDERS: BANK OF AMERICA, N.A., as a U.S. Lender and a Euro Lender BANK OF AMERICA, N.A., TOKYO BRANCH, as a Yen Lender BANK OF AMERICA, N.A., SEOUL BRANCH, as a KRW Lender |
||||
By: | /s/ Will X. Xxxxxx, Xx. | |||
Will X. Xxxxxx, Xx., Senior Vice President | ||||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
BANK OF CHINA, NEW YORK BRANCH, as a U.S. Lender |
||||
By: | /s/ Xxxxxxx X. Xxxxx | |||
Name: | Xxxxxxx X. Xxxxx | |||
Title: | Deputy General Manager | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
THE BANK OF NOVA SCOTIA, as a U.S. Lender |
||||
By: | /s/ Xxx Xxxxxxxxxx | |||
Name: | Xxx Xxxxxxxxxx | |||
Title: | Director | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
BANQUE LBLUX S.A., as a U.S. Lender |
||||
By: | /s/ Xxxxxx Xxxxx | |||
Name: | Xxxxxx Xxxxx | |||
Title: | Head of Real Estate & Structured Finance | |||
By: | /s/ Xxxxxxx Kschischenk | |||
Name: | Xxxxxxx Kschischenk | |||
Title: | Credit Analyst | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
BARCLAYS BANK PLC, as a U.S. Lender |
||||
By: | /s/ Xxxx Xxxxxx | |||
Name: | Xxxx Xxxxxx | |||
Title: | Assistant Vice President | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a U.S. Lender |
||||
By: | /s/ Xxxx X Xxxx | |||
Name: | Xxxx X Xxxx | |||
Title: | Managing Director | |||
By: | /s/ Xxxxxx X. Xxxxx | |||
Name: | Xxxxxx X. Xxxxx | |||
Title: | Director | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
CITICORP NORTH AMERICA, INC., as a U.S. Lender |
||||
By: | /s/ Xxxx Xxxxxxx | |||
Name: | Xxxx Xxxxxxx | |||
Title: | Director | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
DEUTSCHE BANK, AG, NEW YORK BRANCH, as a U.S. Lender |
||||
By: | /s/ X.X. Xxxxxxxx Xxx | |||
Name: | X.X. Xxxxxxxx Xxx | |||
Title: | Managing Director | |||
By: | /s/ Xxxxxx Xxxxxxx | |||
Name: | Xxxxxx Xxxxxxx | |||
Title: | Vice President | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
E. SUN COMMERCIAL BANK, LTD., LOS ANGELES BRANCH, as a U.S. Lender |
||||
By: | /s/ Xxxxxxxx Xxx | |||
Name: | Xxxxxxxx Xxx | |||
Title: | EVP & GM | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
XXXXXXX XXXXX BANK USA, as a U.S. Lender |
||||
By: | /s/ Xxxx Xxxxxxxx | |||
Name: | Xxxx Xxxxxxxx | |||
Title: | Authorized Signatory | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND, as a U.S. Lender |
||||
By: | /s/ Conor Lineman | |||
Name: | Conor Lineman | |||
Title: | Director | |||
By: | /s/ Xxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxxx | |||
Title: | Director | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
ING REAL ESTATE FINANCE (USA) LLC, as a U.S. Lender |
||||
By: | /s/ R. Xxxxxxx Xxxxxxxxxxxxx | |||
Name: | R. Xxxxxxx Xxxxxxxxxxxxx | |||
Title: | Director | |||
By: | /s/ Xxxxxxxxx X. Xxxxxxxxx | |||
Name: | Xxxxxxxxx X. Xxxxxxxxx | |||
Title: | Vice President | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
JPMORGAN CHASE BANK, N.A., as a U.S. Lender |
||||
By: | /s/ Xxxxxxxx Xxxxxx | |||
Name: | Xxxxxxxx Xxxxxx | |||
Title: | Executive Director | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
XXXXXX XXXXXXX BANK, N.A., as a U.S. Lender |
||||
By: | /s/ Xxxx Xxxxxx | |||
Name: | Xxxx Xxxxxx | |||
Title: | Authorized Signatory | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
XXXXXX XXXXXXX SENIOR FUNDING INC., as a U.S. Lender |
||||
By: | /s/ Xxxx Xxxxxx | |||
Name: | Xxxx Xxxxxx | |||
Title: | Vice President | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
THE ROYAL BANK OF SCOTLAND PLC, as a U.S. Lender |
||||
By: | /s/ Xxxxxxx Xxxxxxx | |||
Name: | Xxxxxxx Xxxxxxx | |||
Title: | MD | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
SUMITOMO MITSUI BANKING CORPORATION, as a U.S. Lender |
||||
By: | /s/ Xxxxxxx X. Xxxx | |||
Name: | Xxxxxxx X. Xxxx | |||
Title: | General Manager | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
XXXXX FARGO BANK, N.A., successor-by-merger to Wachovia Bank, N.A., as a U.S. Lender |
||||
By: | /s/ Xxxxxxx Xxxxxxxxx | |||
Name: | Xxxxxxx Xxxxxxxxx | |||
Title: | Vice President | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
LENDERS: | ||||
THE XXXXX XXXX XX XXXXXXXX X.X., XXXXXX BRANCH, as a Canadian Lender |
||||
By: | /s/ Francois Bienvenue | |||
Name: | Francois Bienvenue | |||
Title: | Vice President | |||
By: | /s/ Michel Hylands | |||
Name: | Michel Hylands | |||
Title: | Managing Director | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
BANK OF AMERICA, N.A., acting through its Canada branch, as a Canadian Lender |
||||
By: | /s/ Xxxxxx Sales De Xxxxxxx | |||
Xxxxxx Sales Xx Xxxxxxx, Assistant Vice | ||||
President | ||||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
THE BANK OF NOVA SCOTIA, as a Canadian Lender |
||||
By: | /s/ Xxx Xxxxxxxxxx | |||
Name: | Xxx Xxxxxxxxxx | |||
Title: | Director | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
CITIBANK, N.A., CANADIAN BRANCH, as a Canadian Lender |
||||
By: | /s/ Niyousha Zaninpour | |||
Name: | Niyousha Zaninpour | |||
Title: | Authorized Signer | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
DEUTSCHE BANK AG, CANADA BRANCH, as a Canadian Lender |
||||
By: | /s/ Xxxxxx Xxxxx | |||
Name: | Xxxxxx Xxxxx | |||
Title: | Vice President | |||
By: | /s/ Xxxxxxxxx Xxxxx | |||
Name: | Xxxxxxxxx Xxxxx | |||
Title: | Assistant Vice President | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
JPMORGAN CHASE BANK, N.A., as a Canadian Lender |
||||
By: | /s/ Xxxxxxxx Xxxxxx | |||
Name: | Xxxxxxxx Xxxxxx | |||
Title: | Executive Director | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
XXXXXX XXXXXXX SENIOR FUNDING, (NOVA SCOTIA) CO., as a Canadian Lender |
||||
By: | /s/ Xxxxxxx Xxxxx | |||
Name: | Xxxxxxx Xxxxx | |||
Title: | Vice President | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
UBS AG CANADA BRANCH, as a Canadian Lender |
||||
By: | /s/ Xxxx Xxxx | |||
Name: | Xxxx Xxxx | |||
Title: | Associate Director | |||
By: | /s/ Xxxx X. Xxxxx | |||
Name: | Xxxx X. Xxxxx | |||
Title: | Associate Director | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
SUMITOMO MITSUI BANKING CORPORATION, as a Canadian Lender |
||||
By: | /s/ Xxxxxx Xxx | |||
Name: | Xxxxxx Xxx | |||
Title: | Senior Vice President | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
LENDERS: SCOTIABANK EUROPE PLC, as a Euro Lender |
||||
By: | /s/ Xxxx X’Xxxxxx | |||
Name: | Xxxx X’Xxxxxx | |||
Title: | Head of Credit Administration | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
BANQUE LBLUX S.A., as a Euro Lender |
||||
By: | /s/ Xxxxxx Xxxxx | |||
Name: | Xxxxxx Xxxxx | |||
Title: | Head of Real Estate & Structured Finance | |||
By: | /s/ Xxxxxxx Kschischenk | |||
Name: | Xxxxxxx Kschischenk | |||
Title: | Credit Analyst | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
BARCLAYS BANK PLC, as a Euro Lender |
||||
By: | /s/ Xxxx Xxxxxx | |||
Name: | Xxxx Xxxxxx | |||
Title: | Assistant Vice President | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Euro Lender |
||||
By: | /s/ Xxxx Xxxxxxxxx | |||
Name: | Xxxx Xxxxxxxxx | |||
Title: | Senior Banker | |||
By: | /s/ Xxxxxxxxx Xxxxxx | |||
Name: | Xxxxxxxxx Xxxxxx | |||
Title: | Senior Associate | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
DEUTSCHE BANK AG, as a Euro Lender |
||||
By: | /s/ X.X. Xxxxxxxx Xxx | |||
Name: | X.X. Xxxxxxxx Xxx | |||
Title: | Managing Director | |||
By: | /s/ Xxxxxx Xxxxxxx | |||
Name: | Xxxxxx Xxxxxxx | |||
Title: | Vice President | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
DEUTSCHE POSTBANK INTERNATIONAL S.A., as a Euro Lender |
||||
By: | /s/Xxxxxx Xxxx | |||
Name: | Xxxxxx Xxxx | |||
Title: | ||||
By: | /s/ Klaus Grosskathofer | |||
Name: | Klaus Grosskathofer | |||
Title: | ||||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
FORTIS BANK NEDERLAND N.V., as a Euro Lender |
||||
By: | /s/ X.X. van Deelen | |||
Name: | X.X. van Deelen | |||
Title: | Managing Director | |||
By: | /s/ W. Th Haitsma | |||
Name: | W. Th Haitsma | |||
Title: | Risk Manager | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
XXXXXXX XXXXX BANK USA, as a Euro Lender |
||||
By: | /s/ Xxxx Xxxxxxxx | |||
Name: | Xxxx Xxxxxxxx | |||
Title: | Authorized Signatory | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND, as a Euro Lender |
||||
By: | /s/ Conor Lineman | |||
Name: | Conor Lineman | |||
Title: | Director | |||
By: | /s/ Xxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxxx | |||
Title: | Director | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
ING REAL ESTATE FINANCE (USA) LLC, as a Euro Lender |
||||
By: | /s/ R. Xxxxxxx Xxxxxxxxxxxxx | |||
Name: | R. Xxxxxxx Xxxxxxxxxxxxx | |||
Title: | Director | |||
By: | /s/ Xxxxxxxxx X. Xxxxxxxxx | |||
Name: | Xxxxxxxxx X. Xxxxxxxxx | |||
Title: | Vice President | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
JPMORGAN CHASE BANK, N.A., as a Euro Lender |
||||
By: | /s/ Xxxxxxxx Xxxxxx | |||
Name: | Xxxxxxxx Xxxxxx | |||
Title: | Executive Director | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
XXXXXX XXXXXXX BANK NATIONAL ASSOCIATION, as a Euro Lender |
||||
By: | /s/ Xxxxxxxxx Xxxxx | |||
Name: | Xxxxxxxxx Xxxxx | |||
Title: | Authorized Signatory | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
THE ROYAL BANK OF SCOTLAND PLC, as a Euro Lender |
||||
By: | /s/ Xxxxxxx Xxxxxxx | |||
Name: | Xxxxxxx Xxxxxxx | |||
Title: | MD | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
THE ROYAL BANK OF SCOTLAND N.V., as a Euro Lender |
||||
By: | /s/ X. Xxxx | |||
Name: | X. Xxxx | |||
Title: | Director | |||
By: | /s/ X. Xxxxxx | |||
Name: | X. Xxxxxx | |||
Title: | Executive Director | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
SUMITOMO MITSUI BANKING CORPORATION, as a Euro Lender |
||||
By: | /s/ Xxxxxxx X. Xxxx | |||
Name: | Xxxxxxx X. Xxxx | |||
Title: | General Manager | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
CITICORP NORTH AMERICA, INC., as a Euro Lender |
||||
By: | /s/ Xxxx Xxxxxxx | |||
Name: | Xxxx Xxxxxxx | |||
Title: | Director | |||
ProLogis Note
(Catellus Acquisition)
(Catellus Acquisition)
Executed as of the date first written above.
UBS LOAN FINANCE LLC, as a Euro Lender |
||||
By: | /s/ Xxxx X. Xxxx | |||
Name: | Xxxx X. Xxxx | |||
Title: | Associate Director | |||
By: | /s/ Xxxx X. Xxxxx | |||
Name: | Xxxx X. Xxxxx | |||
Title: | Associate Director | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
XXXXX FARGO BANK, N.A., successor-by-merger to Wachovia Bank, N.A., as a Euro Lender |
||||
By: | /s/ Xxxxxxx Xxxxxxxxx | |||
Name: | Xxxxxxx Xxxxxxxxx | |||
Title: | Vice President | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
LENDERS: THE ROYAL BANK OF SCOTLAND N.V., SEOUL BRANCH, as a KRW Lender |
||||
By: | /s/ Eun Xxxxx Xxx | |||
Name: | Eun Xxxxx Xxx | |||
Title: | VP | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, SEOUL BRANCH, as a KRW Lender |
||||
By: | /s/ Herve Amanou | |||
Name: | Herve Amanou | |||
Title: | Chief Operating Officer | |||
By: | /s/ Dong-Heon Song | |||
Name: | Dong-Heon Song | |||
Title: | Executive Director | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
SUMITOMO MITSUI BANKING CORPORATION, as a KRW Lender |
||||
By: | /s/ Xxxxxxx X. Xxxx | |||
Name: | Xxxxxxx X. Xxxx | |||
Title: | General Manager | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
LENDERS: BANK OF CHINA LIMITED, TOKYO BRANCH, as a Yen Lender |
||||
By: | /s/ Ruan Xxxxx Xxx | |||
Name: | Ruan Xxxxx Xxx | |||
Title: | General Manager | |||
ProLogis
Note
(Catellus Acquisition)
(Catellus Acquisition)
Executed as of the date first written above.
THE BANK OF NOVA SCOTIA, as a Yen Lender |
||||
By: | /s/ Xxxxxxx X. Said | |||
Name: | Xxxxxxx X. Said | |||
Title: | Vice President & Country Head | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as a Yen Lender |
||||
By: | /s/ Xxxx Xxxxxx | |||
Name: | Xxxx Xxxxxx | |||
Title: | Vice President | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, TOKYO BRANCH, as a Yen Lender |
||||
By: | /s/ JeremyBayfield | |||
Name: | JeremyBayfield | |||
Title: | Managing Director | |||
By: | /s/ Xxxxxx Narushima | |||
Name: | Xxxxxx Narushima | |||
Title: | Managing Director | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
CITIBANK JAPAN LTD., as a Yen Lender |
||||
By: | /s/ Xxxxxx Xxxxxxxx | |||
Name: | Xxxxxx Xxxxxxxx | |||
Title: | Vice President | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
DEUTSCHE BANK AG, TOKYO BRANCH, the Tokyo Branch of a German aktien gesellschaft, as a Yen Lender |
||||
By: | /s/ Xxxx Xxxxxx | |||
Name: | Xxxx Xxxxxx | |||
Title: | Chief Operating Officer | |||
By: | /s/ Xxxxxx Xxxxxxxx | |||
Name: | Xxxxxx Xxxxxxxx | |||
Title: | Chief Investment Officer | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
ING BANK N.V., TOKYO BRANCH, as a Yen Lender |
||||
By: | /s/ Xxxx Xxxxxxxxx | |||
Name: | Xxxx Xxxxxxxxx | |||
Title: | Country Manager, Managing Director | |||
By: | /s/ Riko Kikuchi | |||
Name: | Riko Kikuchi | |||
Title: | Vice President | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
JPMORGAN CHASE BANK, N.A., as a Yen Lender |
||||
By: | /s/ Xxxxxxxx Xxxxxx | |||
Name: | Xxxxxxxx Xxxxxx | |||
Title: | Executive Director | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
THE ROYAL BANK OF SCOTLAND PLC, as a Yen Lender |
||||
By: | /s/ Xxxxxxxx Xxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxx | |||
Title: | Branch Manager | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
SAITAMA RESONA BANK, LTD., as a Yen Lender |
||||
By: | /s/ Shinichi Kita | |||
Name: | Shinichi Kita | |||
Title: | Deputy General Manager | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
SUMITOMO MITSUI BANKING CORPORATION, as a Yen Lender |
||||
By: | /s/ Xxxxxxx X. Xxxx | |||
Name: | Xxxxxxx X. Xxxx | |||
Title: | General Manager | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
THE SUMITOMO TRUST & BANKING CO., LTD., as a Yen Lender |
||||
By: | /s/ Akira Kamiyo | |||
Name: | Akira Kamiyo | |||
Title: | General Manager of Tokyo Corporate Business Department | |||
Signature Page to
Fourth Amendment to ProLogis Global Senior Credit Agreement
Fourth Amendment to ProLogis Global Senior Credit Agreement
Executed as of the date first written above.
SCHEDULE 2.1-1
COMMITMENTS
AND APPLICABLE TRANCHE PERCENTAGES
AND APPLICABLE TRANCHE PERCENTAGES
2.1-1(a)
Applicable Tranche Percentage — U.S. Commitments
Jurisdiction | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Currency Commitment | Commitment | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Canadian | TMK | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Applicable | Euro | Sterling | Yen | Dollars | Japan | Qualified | ||||||||||||||||||||||||||||||||||||||||||||||||||
Lender | Commitment | Percentage | Yes | No | Yes | No | Yes | No | Yes | No | Yes | No | Yes | No | ||||||||||||||||||||||||||||||||||||||||||
Bank of America, N.A. |
$ | 32,569,255.10 | 4.071156887 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
The Royal Bank of
Scotland plc |
$ | 25,000,000.00 | 3.125000000 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
Sumitomo Mitsui
Banking Corporation |
$ | 25,126,990.51 | 3.140873814 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
JPMorgan Chase Bank,
N.A. |
$ | 30,711,952.00 | 3.838994000 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
Bank of China, New
York Branch |
$ | 25,000,000.00 | 3.125000000 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
The Bank of Nova Scotia |
$ | 25,000,000.00 | 3.000000000 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
Banque LBLux S.A. |
$ | 35,000,000.00 | 4.375000000 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
Barclays Bank PLC |
$ | 40,000,000.00 | 5.000000000 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
Credit Agricole
Corporate & Investment
Bank (fka Calyon, New
York Branch) |
$ | 19,288,048.00 | 2.411006000 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
Xxxxx Xxx Commercial
Bank, Ltd., New York
Branch |
$ | 23,000,000.00 | 2.875000000 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
Citicorp North
America, Inc. |
$ | 14,000,000.00 | 1.750000000 | % | X | X | X | X | X | X |
Schedule 2.1-1 to ProLogis Global Fourth Amendment
Schedule Page -1-
Executed as of the date first written above.
Jurisdiction | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Currency Commitment | Commitment | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Canadian | TMK | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Applicable | Euro | Sterling | Yen | Dollars | Japan | Qualified | ||||||||||||||||||||||||||||||||||||||||||||||||||
Lender | Commitment | Percentage | Yes | No | Yes | No | Yes | No | Yes | No | Yes | No | Yes | No | ||||||||||||||||||||||||||||||||||||||||||
Commerzbank
Aktiengesellschaft New
York Branch/Grand
Cayman Branch |
$ | 19,000,000.00 | 2.375000000 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
Deutsche Bank AG New
York Branch |
$ | 25,000,000.00 | 3.125000000 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
E. Sun Commercial
Bank, Ltd., Los
Angeles Branch |
$ | 19,000,000.00 | 2.375000000 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
Fortis Bank
(Nederland) N.V. |
$ | 40,000,000.00 | 5.000000000 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
Xxxxxxx Xxxxx Bank USA |
$ | 17,684,725.92 | 2.210590740 | % | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||||
The Governor and
Company of the Bank of
Ireland |
$ | 18,000,000.00 | 2.250000000 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
ING Real Estate
Finance (USA) LLC |
$ | 19,000,000.00 | 2.375000000 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
Mega International
Commercial Bank Co. |
$ | 30,000,000.00 | 3.750000000 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
Mizuho Corporate Bank,
Ltd. |
$ | 25,000,000.00 | 3.125000000 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
Xxxxxx Xxxxxxx Bank,
N.A. |
$ | 48,624,185.05 | 6.078023131 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
Xxxxxx Xxxxxxx Senior
Funding, Inc. |
$ | 20,000,000.00 | 2.500000000 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
The Northern Trust
Company |
$ | 20,000,000.00 | 2.500000000 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
PNC Bank, N.A. |
$ | 24,994,843.42 | 3.124355428 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
Royal Bank of Canada |
$ | 10,000,000.00 | 1.000000000 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
Societe Generale |
$ | 25,000,000.00 | 3.125000000 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
UBS Loan Finance LLC |
$ | 10,000,000.00 | 1.250000000 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
U.S. Bank National
Association |
$ | 50,000,000.00 | 6.250000000 | % | X | X | X | X | X | X |
Schedule 2.1-1 to ProLogis Global Fourth Amendment
Schedule Page -2-
Executed as of the date first written above.
Jurisdiction | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Currency Commitment | Commitment | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Canadian | TMK | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Applicable | Euro | Sterling | Yen | Dollars | Japan | Qualified | ||||||||||||||||||||||||||||||||||||||||||||||||||
Lender | Commitment | Percentage | Yes | No | Yes | No | Yes | No | Yes | No | Yes | No | Yes | No | ||||||||||||||||||||||||||||||||||||||||||
Xxxxx Fargo Bank,
N.A.,
successor-by-merger to
Wachovia Bank, N.A. |
$ | 40,000,000.00 | 5.000000000 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
WestLB AG, New York
Branch |
$ | 44,000,000.00 | 5.500000000 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
Total |
$ | 800,000,000.00 | 100.000000000 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule 2.1-1 to ProLogis Global Fourth Amendment
Schedule Page -3-
Executed as of the date first written above.
SCHEDULE 2.1-1(b)
[Reserved]
Schedule 2.1-1 to ProLogis Global Fourth Amendment
Schedule Page -4-
Executed as of the date first written above.
SCHEDULE 2.1-1(c)
Applicable Tranche Percentage — Euro Commitments1
Jurisdiction | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Currency Commitment | Commitment | TMK | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Applicable | Dollars | Sterling | Yen | Japan | U.S. | Qualified | ||||||||||||||||||||||||||||||||||||||||||||||||||
Lender | Commitment | Percentage | Yes | No | Yes | No | Yes | No | Yes | No | Yes | No | Yes | No | ||||||||||||||||||||||||||||||||||||||||||
Bank of America, N.A. |
EUR | 26,052,744.44 | 4.133087988 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
The Royal Bank of Scotland plc |
EUR | 3,889,460.31 | 0.617035308 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
The Royal Bank of Scotland N.V. |
EUR | 1,237,032.00 | 0.196246358 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
Sumitomo Mitsui Banking
Corporation |
EUR | 26,052,744.44 | 4.133087988 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
JPMorgan Chase Bank, N.A. |
EUR | 26,050,962.21 | 4.132800491 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
Bank of China (Luxembourg) S.A. |
EUR | 32,565,968.05 | 5.166359985 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
Banque Artesia Nederland NV |
EUR | 12,525,372.33 | 1.987061533 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
Banque LBLux S.A. |
EUR | 30,060,893.59 | 4.768947679 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
Barclays Bank PLC |
EUR | 39,901,170.49 | 6.330037856 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
Citicorp North America, Inc. |
EUR | 43,931,996.73 | 6.969499866 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
Commerzbank Aktiengesellschaft
New York Branch/Grand Cayman
Branch |
EUR | 13,049,954.01 | 2.070282698 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
Deutsche Bank AG New York Branch |
EUR | 32,367,405.85 | 5.134859499 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
Deutsche Postbank International
S.A. |
EUR | 22,967,919.07 | 3.643697551 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
Fortis Bank (Nederland) N.V. |
EUR | 27,180,057.95 | 4.311923526 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
Xxxxxxx Xxxxx Bank USA |
EUR | 36,494,175.39 | 5.789542234 | % | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||||
The Governor and Company of the
Bank of Ireland |
EUR | 11,483,959.53 | 1.821848775 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
ING Real Estate Finance (USA)
LLC |
EUR | 10,870,176.21 | 1.724476402 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
Ixis Corporate & Investment Bank |
EUR | 26,553,789.34 | 4.212570450 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
Mizuho Corporate Bank
(Nederland), N.V. |
EUR | 17,535,521.26 | 2.781886146 | % | X | X | X | X | X | X |
1 | Exchange Rates as of June 4, 2010. |
Schedule 2.1-1 to ProLogis Global Fourth Amendment
Schedule Page -5-
Executed as of the date first written above.
Jurisdiction | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Currency Commitment | Commitment | TMK | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Applicable | Dollars | Sterling | Yen | Japan | U.S. | Qualified | ||||||||||||||||||||||||||||||||||||||||||||||||||
Lender | Commitment | Percentage | Yes | No | Yes | No | Yes | No | Yes | No | Yes | No | Yes | No | ||||||||||||||||||||||||||||||||||||||||||
Xxxxxx Xxxxxxx Bank
International Limited |
EUR | 21,042,625.51 | 3.338263375 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
PNC Bank, N.A. |
EUR | 12,527,955.85 | 1.987471390 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
Royal Bank of Canada |
EUR | 35,467,707.10 | 5.000000000 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
ScotiaBank Europe plc |
EUR | 10,912,831.47 | 1.000000000 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Societe Generale |
EUR | 19,585,300.32 | 3.107069064 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
UBS Loan Finance LLC |
EUR | 27,555,819.12 | 4.371535372 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
Xxxxx Fargo Bank, N.A.,
successor-by-merger to Wachovia
Bank, N.A. |
EUR | 33,250,975.41 | 5.275031548 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
WestLB AG |
EUR | 29,231,896.99 | 4.637433245 | % | X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||||||||||||||
Total |
630,346,474.98 | 100.000000000 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule 2.1-1 to ProLogis Global Fourth Amendment
Schedule Page -6-
Executed as of the date first written above.
SCHEDULE 2.1-1(d)
Applicable Tranche Percentage — Yen Commitments2
Jurisdiction | ||||||||||||||||||||||||||||||||||||||||
Currency Commitment | Commitment | |||||||||||||||||||||||||||||||||||||||
Applicable | Dollars | Euro | Sterling | U.S. | ||||||||||||||||||||||||||||||||||||
Lender | Commitment | Percentage | Yes | No | Yes | No | Yes | No | Yes | No | ||||||||||||||||||||||||||||||
Bank of America, N.A., Tokyo
Branch |
¥ | 3,327,164,794 | 5.898418371 | % | X | X | X | X | ||||||||||||||||||||||||||||||||
The Royal Bank of Scotland plc |
¥ | 6,321,613,108 | 11.206994905 | % | X | X | X | X | ||||||||||||||||||||||||||||||||
Sumitomo Mitsui Banking
Corporation |
¥ | 3,327,164,794 | 5.898418371 | % | X | X | X | X | ||||||||||||||||||||||||||||||||
JPMorgan Chase Bank, N.A. |
¥ | 3,216,259,301 | 5.701804426 | % | X | X | X | X | ||||||||||||||||||||||||||||||||
Bank of China Limited, Tokyo
Branch |
¥ | 2,749,191,703 | 4.873784093 | % | X | X | X | X | ||||||||||||||||||||||||||||||||
The Bank of Nova Scotia |
¥ | 3,049,901,061 | 5.000000000 | % | X | X | X | X | ||||||||||||||||||||||||||||||||
The Bank of Tokyo-Mitsubishi
UFJ, Ltd., New York Branch |
¥ | 2,495,373,595 | 4.423813778 | % | X | X | X | X | ||||||||||||||||||||||||||||||||
Credit Agricole Corporate &
Investment Bank (fka Calyon,
Tokyo Branch) |
¥ | 2,772,637,328 | 4.915348642 | % | X | X | X | X | ||||||||||||||||||||||||||||||||
Citibank Japan Ltd. |
¥ | 2,264,040,226 | 4.013704547 | % | X | X | X | X | ||||||||||||||||||||||||||||||||
Deutsche Bank AG, Tokyo Branch |
¥ | 3,160,806,554 | 5.603497452 | % | X | X | X | X | ||||||||||||||||||||||||||||||||
ING Bank N.V., Tokyo Branch |
¥ | 1,455,454,431 | 2.580238637 | % | X | X | X | X | ||||||||||||||||||||||||||||||||
Mizuho Bank, Ltd. |
¥ | 4,312,457,574 | 7.645151520 | % | X | X | X | X | ||||||||||||||||||||||||||||||||
Saitama Resona Bank, Ltd. |
¥ | 2,356,741,729 | 4.178046346 | % | X | X | X | X | ||||||||||||||||||||||||||||||||
Shinsei Bank, Limited |
¥ | 10,161,715,807 | 18.014752774 | % | X | X | X | X | ||||||||||||||||||||||||||||||||
Societe Generale, Tokyo Branch |
¥ | 3,160,806,554 | 5.603497452 | % | X | X | X | X | ||||||||||||||||||||||||||||||||
The Sumitomo Trust & Banking
Co., Ltd. |
¥ | 1,832,794,469 | 3.249189396 | % | X | X | X | X | ||||||||||||||||||||||||||||||||
Woori Bank Tokyo Branch |
¥ | 443,621,972 | 0.786455782 | % | X | X | X | X | ||||||||||||||||||||||||||||||||
Total |
¥ | 56,407,745,000 | 100.000000000 | % | ||||||||||||||||||||||||||||||||||||
2 | Exchange Rates as of June 4, 2010. |
Schedule 2.1-1 to ProLogis Global Fourth Amendment
Schedule Page -7-
Executed as of the date first written above.
EXHIBIT C
FORM OF COMPLIANCE CERTIFICATE
Financial Statement Date: , _____
To: Bank of America, N.A., as Global Administrative Agent
Ladies and Gentlemen:
Reference is made to the Global Senior Credit Agreement, dated as of October 6, 2005 (as
amended, restated, extended, supplemented or otherwise modified in writing from time to time, the
“Agreement”; the terms defined therein being used herein as therein defined), among
ProLogis (“ProLogis”), certain Affiliate Borrowers from time to time party thereto, the
Lenders from time to time party thereto, and Bank of America, N.A., as Global Administrative Agent
and various other capacities, and such other Agents named therein.
The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the
of ProLogis, and that, as such, he/she is authorized to execute and
deliver this Certificate to Global Administrative Agent on the behalf of ProLogis, and that:
[Use following paragraph 1 for fiscal year-end financial statements]
1. Attached hereto as Schedule 1 are the year-end audited financial statements required by
Section 12.1(a) of the Agreement for the fiscal year of ProLogis ended as of the above
date, together with the report and opinion of an independent certified public accountant required
by such section.
[Use following paragraph 1 for fiscal quarter-end financial statements]
1. Attached hereto as Schedule 1 are the unaudited financial statements required by
Section 12.1(b) of the Agreement for the fiscal quarter of ProLogis ended as of the above
date. Such financial statements fairly present the financial condition, results of operations,
shareholders’ equity and cash flows of ProLogis and its Consolidated Subsidiaries in accordance
with GAAP as at such date and for such period, subject only to normal year-end audit adjustments
and the absence of footnotes.
2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or
has caused to be made under his/her supervision, a detailed review of the condition (financial or
otherwise) of the Companies as of the date of the attached financial statements and for the
accounting period then ended with the purpose of determining whether the Companies were in
compliance with the Agreement as of such date, and
[select one:]
[to the best knowledge of the undersigned, no Default existed on such date.]
—or—
[the following is a list of Defaults that, to the best knowledge of the undersigned,
existed on such date, together with a description of the nature and status of each such
Default:]
3. The financial covenant analyses and information set forth on Schedule 2 attached hereto
are true
Exhibit C to ProLogis Global Fourth Amendment
Exhibit Page 1
Executed as of the date first written above.
and accurate on and as of the date of this Certificate.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as
of , .
PROLOGIS, a Maryland real estate investment trust | ||||||
By: | ||||||
Title: |
Exhibit C to ProLogis Global Fourth Amendment
Exhibit Page 2
Executed as of the date first written above.
For the Quarter/Year ended
(“Statement Date”)
SCHEDULE 1
to the Compliance Certificate
to the Compliance Certificate
Financial Statements
Exhibit C to ProLogis Global Fourth Amendment
Exhibit Page 3
For the Quarter/Year ended (“Statement Date”)
SCHEDULE 2
to the Compliance Certificate ($ in 000’s)
to the Compliance Certificate ($ in 000’s)
The following covenant computations, together with the supporting schedules attached hereto,
are true and correct:
a. Minimum Consolidated Tangible Net Worth. |
||||
Actual |
$ | |||
Required Minimum |
$ 3 | |||
b. Consolidated Leverage Ratio. |
||||
Indebtedness of the Companies |
$ | (1) | ||
Total Asset Value |
$ | (2) | ||
Ratio of (1) to (2) |
||||
Permitted Maximum |
0.60 to 1.0 | |||
c. Fixed
Charge Coverage Ratio. 4 |
||||
Adjusted EBITDA |
$ | (1) | ||
Capital Expenditures |
$ | (2) | ||
Subtotal (1) — (2) |
$ | (3) | ||
Debt Service |
$ | (4) | ||
Preferred Dividends |
$ | (5) | ||
Subtotal (4) + (5) |
$ | (6) | ||
Ratio of (3) to (6) |
||||
Required Minimum |
1.50 to 1.0 | |||
3 | $6,600,000,000 plus 70% of the aggregate increases in Shareholders’ Equity after the Third Amendment Effective Date by reason of the issuance and sale of Equity Interests of any Company (other than (x) the issuance and sale of preferred Equity Interests in substitution and replacement of other preferred Equity Interests that ProLogis redeemed or otherwise acquired pursuant to a Permitted Redemption to the extent that the net proceeds from such issuance and sale do not exceed the amount of such Permitted Redemption and (y) issuances to a Company), including upon any conversion of debt securities of any Company into Equity Interests. | |
4 | Calculated for the four fiscal quarters ending on the date of determination. |
Exhibit C to ProLogis Global Fourth Amendment
Page 1
Executed as of the date first written above. |
||||||||
d. Unencumbered Debt Service Coverage Ratio.5 |
||||||||
NOI of Unencumbered Properties (see Schedule
3)6 |
$ | (1 | ) | |||||
Management fees of the Companies less related
expenses 7 |
$ | (2 | ) | |||||
Allowed Unconsolidated Affiliate Earnings8 |
$ | (3 | ) | |||||
Subtotal of (1) + (2) + (3) |
$ | (4 | ) | |||||
Less the amount by which (2) + (3) exceeds 40% of (4) |
$ | (5 | ) | |||||
Unencumbered NOI Subtotal of (4) — (5) |
$ | (6 | ) | |||||
Unencumbered Capital Expenditures9 |
$ | (7 | ) | |||||
Subtotal (6) — (7) |
$ | (8 | ) | |||||
Unencumbered Debt Service |
$ | (9 | ) | |||||
Ratio of (8) to (9) |
||||||||
Required Minimum |
1.50 : 1.00 | |||||||
e. Debt Ratio. |
||||||||
Qualified NOI (see Schedule 4)10 |
$ | (1 | ) | |||||
Total Global Outstandings |
$ | (2 | ) | |||||
Settlement Debt |
$ | (3 | ) | |||||
Secured Assessment Bonds to the extent Applicable
Company is in Material Default |
$ | (4 | ) | |||||
Other Indebtedness maturing within one year11 |
$ | (5 | ) | |||||
5 | Calculated for the four fiscal quarters ending on the date of determination. | |
6 | Not subject to any Lien (other than Permitted Liens). | |
7 | Not subject to any Lien (other than Permitted Liens). | |
8 | Not subject to any Lien (other than Permitted Liens). | |
9 | Except for Unencumbered Properties where the tenant is responsible for capital expenditures. | |
10 | Excluding NOI that is subject to any Lien (other than Permitted Liens) and amounts attributable to Foreign NOI so that Foreign NOI does not exceed 55% of Qualified NOI and calculated for the four fiscal quarters ending on the date of determination. | |
11 | Excluding intercompany Indebtedness and Non-Recourse Debt. |
Exhibit C to ProLogis Global Fourth Amendment
Page 2
Executed as of the date first written above. |
||||||||
Subtotal of (2) + (3) + (4) + (5) |
$ | (6 | ) | |||||
Ratio of (1) to (6) |
||||||||
Minimum Required |
14 | % | ||||||
f. Investments. |
||||||||
Investments of the Companies in raw land,
Non-Industrial Properties, Retail Properties,
and Properties subject to ground leases with a
Person not an Affiliate of ProLogis |
$ | |||||||
Total Asset Value |
$ | |||||||
Percentage of Investments over Total Asset Value |
% | |||||||
Maximum Permitted |
25 | % | ||||||
g. Secured Indebtedness. |
||||||||
Secured Debt of the Companies |
$ | |||||||
Total Asset Value |
$ | |||||||
Percentage of Secured Debt over Total Asset
Value |
% | |||||||
Maximum Permitted |
30 | % | ||||||
h. Restricted Payments. |
||||||||
Funds from Operations |
$ | (1 | ) | |||||
95% of (1) |
$ | (2 | ) | |||||
Amount of Restricted Payments required to
be paid by ProLogis to eliminate its REIT
taxable income and/or to qualify as a
REIT |
$ | (3 | ) | |||||
Permitted Maximum (greater of (2) and (3)) |
$ | (4 | )00 | |||||
Xxxxxxxxx cash dividends and other cash
distributions |
$ | (not to exceed (4) if a Default exists) |
Date:
12 | Excluding Restricted Payments otherwise permitted by Section 13.5 of the Agreement. |
Exhibit C to ProLogis Global Fourth Amendment
Page 3
Executed as of the date first written above.
For the Quarter/Year ended (“Statement Date”)
SCHEDULE 3
to the Compliance Certificate ($ in 000’s)
to the Compliance Certificate ($ in 000’s)
Detailed Calculation of NOI of Unencumbered Properties
Exhibit C to ProLogis Global Fourth Amendment
Page 4
Executed as of the date first written above.
For the Quarter/Year ended (“Statement Date”)
SCHEDULE 4
to the Compliance Certificate ($ in 000’s)
to the Compliance Certificate ($ in 000’s)
Detailed Calculation of Qualified NOI
Exhibit C to ProLogis Global Fourth Amendment
Page 5