0000950123-09-035056 Sample Contracts

PROLOGIS 7.625% Notes due 2014 Underwriting Agreement dated August 11, 2009 J.P. Morgan Securities Inc. Barclays Capital Inc. Morgan Stanley & Co. Incorporated RBS Securities Inc.
Underwriting Agreement • August 14th, 2009 • Prologis • Real estate investment trusts • New York

Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

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EIGHTH SUPPLEMENTAL INDENTURE
Eighth Supplemental Indenture • August 14th, 2009 • Prologis • Real estate investment trusts • New York

EIGHTH SUPPLEMENTAL INDENTURE, dated as of August 14, 2009 (this “Supplemental Indenture”), by and between PROLOGIS (formerly ProLogis Trust and prior thereto Security Capital Industrial Trust), a real estate investment trust organized under the laws of the State of Maryland having its principal office at 4545 Airport Way, Denver, Colorado 80239 (the “Company”), and U.S. BANK NATIONAL ASSOCIATION (as successor in interest to State Street Bank and Trust Company), having a corporate trust office at Corporate Trust Services, 100 Wall Street, Suite 1600, New York, New York 10005, as successor Trustee (in such capacity, the “Trustee”) under the Base Indenture (defined below).

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