SEVENTH SUPPLEMENTAL INDENTURE

Exhibit 4.2

SEVENTH SUPPLEMENTAL INDENTURE

     SEVENTH SUPPLEMENTAL INDENTURE, dated as of May 7, 2008 (this “ Supplemental Indenture ”), by and between PROLOGIS (formerly ProLogis Trust and prior thereto Security Capital Industrial Trust), a real estate investment trust organized under the laws of the State of Maryland having its principal office at 4545 Airport Way, Denver, Colorado 80239 (the “ Company ”), and U.S. BANK NATIONAL ASSOCIATION (as successor in interest to State Street Bank and Trust Company), having a corporate trust office at Corporate Trust Services, 100 Wall Street, Suite 1600, New York, New York 10005, as successor Trustee (in such capacity, the “ Trustee ”) under the Base Indenture (defined below).

RECITALS OF THE COMPANY

     The Company and the Trustee have heretofore entered into an Indenture, dated as of March 1, 1995, as amended by a First Supplemental Indenture dated as of February 9, 2005, a Second Supplemental Indenture dated as of November 2, 2005 (the “ Second Supplemental Indenture ”), a Third Supplemental Indenture, dated as of November 2, 2005, a Fourth Supplemental Indenture dated as of March 26, 2007, a Fifth Supplemental Indenture, dated as of November 8, 2007, and a Sixth Supplemental Indenture, dated as of May 7, 2008 (as so supplemented, the “ Base Indenture ”), providing for the issuance by the Company from time to time of its senior debt securities evidencing its unsubordinated indebtedness (the “ Securities ”).

     Section 901(2) of the Base Indenture provides for the Company and the Trustee to enter into an indenture supplemental to the Base Indenture to add covenants of the Company for the benefit of the Holders of all or any series of Securities.

     Section 901(5) of the Base Indenture provides for the Company and the Trustee to enter into an indenture supplemental to the Base Indenture to change or eliminate any of the provisions of the Base Indenture, provided that any such change or elimination becomes effective only when there is no Security Outstanding of any series created prior to the execution of such indenture supplemental which is entitled to the benefit of such provision.

     Section 901(6) of the Base Indenture provides for the Company and the Trustee to enter into an indenture supplemental to the Base Indenture to secure the Securities.

     The Board of Trustees of the Company has duly adopted resolutions authorizing the Company to execute and deliver this Supplemental Indenture.

     All things necessary to make the Base Indenture, as hereby modified, a valid agreement of the Company, in accordance with its terms, have been done.

     NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

     For and in consideration of the premises and of the covenants contained herein and in the Base Indenture, the Company and the Trustee covenant and agree, for the equal and proportionate benefit of all Holders of Securities issued on or after the date of this Supplemental Indenture, as follows:

ARTICLE ONE
RELATION TO BASE INDENTURE; DEFINITIONS

     Section 1.1. Relation to Base Indenture . This Supplemental Indenture constitutes an integral part of the Base Indenture.

     Section 1.2. Definitions . For all purposes of this Supplemental Indenture, except as otherwise expressly provided for or unless the context otherwise requires:

     “ Capitalization Rate ” means 7%.

     “ Capitalized Value ” means, as of any date, the annualized amount of Net Operating Income for the most recently completed fiscal quarter divided by the Capitalization Rate.

     “ Net Operating Income ” means, as of any date for any of the Company’s Stabilized Assets and the Subsidiaries’ Stabilized Assets, the difference, if positive between (a) any rentals, proceeds, expense reimbursements, and revenue received from such Stabilized Assets, and (b) all costs and expenses incurred as a result of, or in connection with, the operation and leasing of the applicable Stabilized Assets, in each case determined in accordance with GAAP, but excluding depreciation, amortization, interest expense, impairment and any capital expenditures related to such Stabilized Assets.

     “ Refinancing Debt ” means Debt issued in exchange for, or the net proceeds of which are used to refinance or refund, then outstanding Debt (including the principal amount, accrued interest and premium, if any, of such Debt plus any fees and expenses incurred in connection with such refinancing); provided that (a) if such new Debt, or the proceeds of such new Debt, are used to refinance or refund Debt that is subordinated in right of payment to the Securities, such new Debt shall only be permitted if it is expressly made subordinate in right of payment to the Securities at least to the extent that the Debt to be refinanced is subordinated to the Securities and (b) such new Debt does not mature prior to the stated maturity of the Debt to be refinanced or refunded, and the weighted average life of such new Debt is at least equal to the remaining weighted average life of the Debt to be refinanced or refunded.

     “ Stabilized Asset ” means, as of any date, any of the Company’s real estate assets and any real estate assets of the Company’s Subsidiaries, at least 90% of the rentable area of which was leased pursuant to bona fide tenant leases, licenses, or other agreements requiring current rent or other similar payments for the entire three months of the most recently completed fiscal quarter.

     “ Annual Service Charge ” for any period means interest expense and the amount of dividends which are payable in respect of any Disqualified Stock (as recognized in the Company’s consolidated statement of earnings) adjusted to include interest amounts that were capitalized and not included in such interest expense, and to exclude amounts that represent amortization of non-cash items, such as the amortization of premiums or discounts, loan issuance costs, hedging gains or losses or fair value adjustments, and to exclude items classified as extraordinary items.

     “ CDFS ” means the Company’s business segment described in the Company’s Annual Report on Form 10-K and referred to as the “corporate distribution facilities services” or “CDFS” segment (or successor descriptions).

     “ Consolidated Income Available for Debt Service ” for any period means net earnings of the Company and its Subsidiaries before preferred share dividends determined in accordance with GAAP and as reported in the Company’s consolidated statement of earnings plus (minus):

     “ Debt ” of the Company or any Subsidiary means any indebtedness of the Company or any Subsidiary (without duplication) in respect of (i) borrowed money or evidenced by bonds, notes, mortgages, debentures or similar instruments (excluding any mark-to-market increase or decrease in indebtedness due to the purchase accounting impact of corporate or portfolio acquisitions and from the remeasurement of intercompany indebtedness of Subsidiaries or Unconsolidated Affiliates), (ii) indebtedness secured by an Encumbrance existing on any property of the Company or any Subsidiary, whether or not such obligation shall have been assumed by the Company or any Subsidiary; provided that the amount of any Debt under this clause (ii) that has not been assumed by the Company or any Subsidiary shall be equal to the lesser of the stated amount of such Debt or the fair market value of the property securing such Debt, (iii) the principal amount of all obligations of the Company or any Subsidiary with respect to redemption, repayment or other repurchase of any Disqualified Stock or (iv) any lease of property by the Company or any Subsidiary as lessee which is reflected on the Company’s consolidated balance sheet as a capitalized lease in accordance with GAAP, to the extent that, in the case of items (i), (ii) and (iv), any such item would appear as a liability on the Company’s consolidated balance sheet in accordance with GAAP, and also includes, to the extent not otherwise included, any obligation by the Company or any Subsidiary to be liable for, or to pay, as obligor or gu