PROLOGIS 1.875% Convertible Senior Notes due 2037 Underwriting Agreement dated November 1, 2007 Wachovia Capital Markets, LLC Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith IncorporatedUnderwriting Agreement • November 7th, 2007 • Prologis • Real estate investment trusts • New York
The undersigned understands that Wachovia Capital Markets, LLC, and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, which are acting severally as underwriters (the “Underwriters”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with ProLogis, a Maryland real estate investment trust (the “Company”), providing for the offering (the “Offering”) by the several Underwriters, of Convertible Senior Notes due 2037 (the “Securities”). The Securities will be convertible into common shares of beneficial interest of the Company, par value $0.01 per share (the “Common Stock”).
PROLOGIS as Issuer and U.S. BANK NATIONAL ASSOCIATION as Trustee FIFTH SUPPLEMENTAL INDENTURE Dated as of November 8, 2007 1.875% Convertible Senior Notes due 2037Fifth Supplemental Indenture • November 7th, 2007 • Prologis • Real estate investment trusts • New York
THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of November 8, 2007 (this “Fifth 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).
