ELEVENTH SUPPLEMENTAL INDENTURE
EXHIBIT 4.25
This ELEVENTH SUPPLEMENTAL INDENTURE is dated as of [•], 2011 (this “Eleventh Supplemental
Indenture”), by and among PROLOGIS, a real estate investment trust organized under the laws of
the State of Maryland having its principal office at 0000 Xxxxxxx Xxx, Xxxxxx, Xxxxxxxx 00000 (the
“Company”), NEW PUMPKIN INC., a corporation organized under the laws of the State of
Maryland having its principal office at 0000 Xxxxxxx Xxx, Xxxxxx, Xxxxxxxx 00000 (“New
Pumpkin”), 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, 000 Xxxx Xxxxxx,
Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, as trustee (in such capacity, the “Trustee”) under
the Base Indenture (as defined below).
RECITALS
WHEREAS, the Company and the Trustee have heretofore entered into an Indenture, dated as of
March 1, 1995 (the “Original Indenture”), as amended by a First Supplemental Indenture,
dated as of February 9, 2005, a Second Supplemental Indenture, dated as of November 2, 2005, a
Third Supplemental Indenture, dated as of November 2, 2005, a Fourth Supplemental Indenture, dated
as of March 26, 2007 (the “Fourth Supplemental Indenture”), a Fifth Supplemental Indenture,
dated as of November 8, 2007 (the “Fifth Supplemental Indenture”), a Sixth Supplemental
Indenture, dated as of May 7, 2008 (the “Sixth Supplemental Indenture”), a Seventh
Supplemental Indenture, dated as of May 7, 2008, an Eighth Supplemental Indenture, dated as of
August 14, 2009, a Ninth Supplemental Indenture, dated as of October 1, 2009 and a Tenth
Supplemental Indenture, dated as of March 16, 2010 (the “Tenth Supplemental Indenture,”
and, together with the Fourth Supplemental Indenture, the Fifth Supplemental Indenture and the
Sixth Supplemental Indenture, the “Convertible Notes Supplemental Indentures”) (the
Original Indenture as so supplemented, the “Base Indenture”), pursuant to which the Company
issued its 2.25% Convertible Senior Notes due 2037 (the “2.25% Convertible Senior Notes”),
1.875% Convertible Senior Notes due 2037 (the “1.875% Convertible Senior Notes”), 2.625%
Convertible Senior Notes due 2038 (the “2.625% Convertible Senior Notes”) and 3.25%
Convertible Senior Notes due 2015 (the “3.25% Convertible Senior Notes,” and, together with
the 2.25% Convertible Senior Notes, the 1.875% Convertible Senior Notes and the 2.625% Convertible
Senior Notes, the “Convertible Notes”).
WHEREAS, Section 8.06(a) of each of the Convertible Notes Supplemental Indentures
provides that if any consolidation, merger or combination of the Company with another Person
occurs, as a result of which holders of Common Shares shall be entitled to receive cash, securities
or other property or assets with respect to or in exchange for such Common Shares (any such event a
“Merger Event”), the Company and the successor entity, as applicable, shall execute with
the Trustee a supplemental indenture providing for the conversion and settlement of the Convertible
Notes as set forth in each of the Convertible Notes Supplemental Indentures;
WHEREAS, Section 8.06(b) of each of the Convertible Notes Supplemental Indentures provides
that at the effective time of a Merger Event, the right to convert each $1,000 principal amount of
Convertible Notes will be changed to a right to convert such notes by reference to the kind and
amount of cash, securities or other property or assets that a holder of a number of
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Common Shares equal to the specified conversion rate immediately prior to such transaction would
have owned or been entitled to receive (the “Reference Property”) such that from and after
the effective time of such transaction, a noteholder will be entitled to convert its Convertible
Notes, subject to the successor’s right to deliver cash, common shares or common stock of such
successor or a combination thereof, as applicable, in lieu of the common shares otherwise
deliverable, into the same type (and in the same proportion) of Reference Property, based on the
Daily Settlement Amounts of Reference Property in an amount equal to the applicable conversion
rate, as described under Section 8.02(b) of each Convertible Notes Supplemental Indenture;
WHEREAS, on January 30, 2011, the Company entered into an Agreement and Plan of Merger by and
among the Company, New Pumpkin, AMB Property Corporation, a corporation organized under the laws of
the State of Maryland (“AMB Property Corporation”), AMB Property, L.P., a limited
partnership organized under the laws of the State of Delaware, Upper Pumpkin LLC, a limited
liability company organized under the laws of the State of Delaware (“Upper Pumpkin”) and
Pumpkin LLC, a limited liability company organized under the laws of the State of Delaware
(“Pumpkin LLC”), as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated
March 9, 2011 (as so amended, the “Merger Agreement”), pursuant to which, among other
things: (i) the Company was reorganized into an UPREIT structure by merging Pumpkin LLC with and
into the Company, with the Company continuing as the surviving entity and as a direct, wholly-owned
subsidiary of Upper Pumpkin and an indirect wholly-owned subsidiary of New Pumpkin (the
“ProLogis Merger”), whereby each outstanding Common Share was converted into one newly
issued share of New Pumpkin common stock (“New Pumpkin Common Stock”) and (ii) following
the ProLogis Merger, New Pumpkin will be merged with and into AMB Property Corporation with AMB
Property Corporation continuing as the surviving corporation under the name “ProLogis, Inc.” (the
“Topco Merger”), whereby each outstanding share of New Pumpkin Common Stock will be
converted into the right to receive 0.4464 of a newly issued share of common stock, par value $0.01
per share of ProLogis, Inc.;
WHEREAS, the shares of New Pumpkin Common Stock into which the Common Shares have been
converted are Reference Property as provided in Section 8.06(b) of the Convertible Notes
Supplemental Indentures;
WHEREAS, the Board of Directors of New Pumpkin and the Board of Trustees of the Company have
duly adopted resolutions authorizing New Pumpkin and the Company, respectively, to execute and
deliver this Eleventh Supplemental Indenture;
WHEREAS, the ProLogis Merger has been consummated on the date hereof and this Eleventh
Supplemental Indenture is being executed and delivered concurrently therewith; and
WHEREAS, all things necessary to make the Base Indenture, as hereby modified, a valid
agreement of New Pumpkin and the Company, in accordance with its terms, have been done.
NOW, THEREFORE, THIS ELEVENTH SUPPLEMENTAL INDENTURE WITNESSETH:
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For and in consideration of the premises and of the covenants contained herein and in the Base
Indenture, New Pumpkin, the Company and the Trustee covenant and agree, for the equal and
proportionate benefit of all Holders of the Convertible Notes, as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Relation to Base Indenture. This Eleventh Supplemental Indenture constitutes an
integral part of the Base Indenture.
Section 1.02 Definitions. For all purposes of this Eleventh Supplemental Indenture, except as
otherwise expressly provided for or unless the context otherwise requires:
(a) Capitalized terms used but not defined herein shall have the respective meanings assigned
to them in the Base Indenture,
(b) Terms defined both herein and in the Base Indenture shall have the meanings assigned to
them herein;
(c) All references herein to Articles and Sections, unless otherwise specified, refer to the
corresponding Articles and Sections of this Eleventh Supplemental Indenture.
(d) All other terms used in this Eleventh Supplemental Indenture, which are defined in the
Trust Indenture Act or which are by reference therein defined in the Securities Act (except as
herein otherwise expressly provided or unless the context otherwise requires) shall have the
meanings assigned to such terms in said Trust Indenture Act and in said Securities Act as in force
at the date of the execution of this Eleventh Supplemental Indenture. The words “herein,”
“hereof,” “hereunder,” and words of similar import refer to this Eleventh Supplemental Indenture as
a whole and not to any particular Article, Section or other subdivision.
ARTICLE II
EFFECT OF MERGER
Section 2.01 In accordance with Section 8.06 of the Convertible Notes Supplemental Indentures,
on and after the effective time of the ProLogis Merger, the right to convert each $1,000 principal
amount of Convertible Notes into Common Shares will be changed to a right to exchange such
Convertible Notes by reference to that number of shares of New Pumpkin Common Stock that such
holder of Convertible Notes would have owned or been entited to receive immediately after the
effective time of the ProLogis Merger if such holder had converted its Convertible Notes
immediately prior to the effective time of the ProLogis Merger, subject to any subsequent
adjustments as provided in Section 8.04 of the Convertible Notes Supplemental Indentures. New
Pumpkin shall provide the Company, free of preemptive rights and free from all taxes, liens and
charges with respect to the issuance thereof, a sufficient number of fully paid and non-assessable
shares of New Pumpkin Common Stock as may be necessary to deliver from time to time to holders of
Convertible Notes as such Convertible Notes are presented for exchange.
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ARTICLE III
MISCELLANEOUS
Section 3.01 Except as expressly modified or amended hereby, the Base Indenture continues in
full force and effect and is in all respects confirmed, ratified and preserved. Notwithstanding
the foregoing, in the case of conflict the provisions of this Eleventh Supplemental Indenture shall
control.
Section 3.02 This Eleventh Supplemental Indenture and all its provisions shall be deemed a
part of the Base Indenture in the manner and to the extent herein and therein provided.
Section 3.03 This Eleventh Supplemental Indenture shall be governed by, and construed in
accordance with, the laws of the State of New York.
Section 3.04 This Eleventh Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.
Section 3.05 The Trustee shall not have
any responsibility for the Recitals, which are made only by the Company and New Pumpkin, or for the
validity or sufficiency of this Eleventh Supplemental Indenture.
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IN WITNESS WHEREOF, the parties hereto have caused this Eleventh Supplemental Indenture to be
duly executed as of the date first written above.
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| U.S. BANK NATIONAL ASSOCIATION, as Trustee | ||||||||
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[Signature Page to the Eleventh Supplemental Indenture]
