AMENDED AND RESTATED SECURITY AGENCY AGREEMENT

Exhibit 10.2

AMENDED AND RESTATED SECURITY AGENCY AGREEMENT

among

BANK OF AMERICA, N.A.,
as Global Administrative Agent
under the Global Senior Credit Agreement referred to herein,

Certain other Creditors of ProLogis

and

BANK OF AMERICA, N.A.,
as Collateral Agent

Dated as of October 6, 2005

TABLE OF CONTENTS

AMENDED AND RESTATED SECURITY AGENCY AGREEMENT

     THIS AMENDED AND RESTATED SECURITY AGENCY AGREEMENT (this “ Agreement ”) dated as of October 6, 2005 is among BANK OF AMERICA, N.A. (“ Bank of America ”) , as Global Administrative Agent (as defined below) on behalf of the Global Lenders (as defined below), certain other creditors (or the representatives of such creditors) of ProLogis, a Maryland real estate investment trust (“ ProLogis ”), and Bank of America, as Collateral Agent (as defined below).

R E C I T A L S

     WHEREAS, ProLogis, various affiliates thereof and various financial institutions previously entered into the Credit Agreements described on Schedule 1 (each a “ Prior Credit Agreement ”);

     WHEREAS, in connection with the Prior Credit Agreements, Collateral Agent entered into a Security Agency Agreement (the “ Original Agreement ”) dated as of August 8, 2003 among Collateral Agent and representatives of certain other creditors of ProLogis in order to secure the Prior Credit Agreements and other “Designated Senior Debt” (as defined therein);

     WHEREAS, pursuant to the Original Agreement, the parties appointed Bank of America as collateral agent (in such capacity, “ Collateral Agent ”) to act on behalf of all Credit Parties (as defined below) regarding the Collateral (as defined below);

     WHEREAS, concurrently herewith, the Prior Credit Agreements are being refinanced by the Global Senior Credit Agreement dated as of the date hereof (the “ Global Credit Agreement ”) among ProLogis, the Affiliate Borrowers referred to therein (ProLogis and such Affiliate Borrowers, collectively “ Borrowers ”), Bank of America, as Global Administrative Agent (in such capacity, “ Global Administrative Agent ”), and the other agents, letter of credit issuers and lenders from time to time party thereto (Global Administrative Agent and such other agents, letter of credit issuers and lenders, “ Global Lenders ”);

     WHEREAS, pursuant to an Unconditional Parent Guaranty Agreement dated as of the date hereof (the “ProLogis Global Guaranty ”), ProLogis has guaranteed all obligations of the other Borrowers under or in connection with the Global Credit Agreement, and pursuant to one or more other guaranties (together with the ProLogis Global Guaranty, the “ ProLogis Guaranties ”), ProLogis may guarantee certain other obligations of various of its subsidiaries and affiliates;

     WHEREAS, pursuant to various guaranty agreements (each an “ Affiliate Guaranty ”), various subsidiaries and affiliates of ProLogis have guaranteed, and may from time to time hereafter guarantee, obligations of ProLogis and certain other Borrowers under or in connection with (i) the Global Credit Agreement; (ii) one or more ProLogis Guaranties; and (iii) certain other Designated Senior Debt (as defined below);

     WHEREAS, pursuant to one or more pledge agreements, ProLogis and certain of its subsidiaries have pledged, and may from time to time hereafter pledge, intercompany notes and other indebtedness to Collateral Agent to secure the Credit Obligations (as defined below);

     WHEREAS, ProLogis and the parties hereto have agreed that the indebtedness evidenced by the Global Credit Agreement and all other existing and future Designated Senior Debt shall, to the extent

Amended and Restated Security Agency Agreement

possible (and subject to the terms and provisions hereof), receive ratable payments and other recoveries in the event of the bankruptcy of ProLogis or certain other events specified herein; and

     WHEREAS, the parties hereto desire to amend and restate the Original Agreement in the form of this Agreement, and such amendment and restatement has been consented to by all necessary parties;

     NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. DEFINITIONS AND INTERPRETATION.

     (a) As used in this Agreement, (i) the terms “ Affiliate Borrower ”, “ Business Day ”, “ Dollar Equivalent ”, “ Dutch Borrower ”, “ Exemption Regulation ”, “ Foreign Currency Equivalent ”, “ Funding Agent ”, “ Loan Documents ”, “ Overnight Rate ”, “ Person ”, “ Pledge Agreements ”, “ PMP ”, “ Same Day Funds ”, “ Subsidiary ” and “ Tranche ” have the respective meanings set forth in the Global Credit Agreement; and (ii) the following terms have the respective meanings indicated below:

      “ Affiliate ” , as applied to any Person, means any other Person that directly or indirectly controls, or is controlled by, or is under common control with, such Person. For the purposes of this definition, “ control ,” “ controlled by ,” and “ under common control with ” mean possession, directly or indirectly, of power to direct (or cause the direction of) management or policies (whether through the ownership of voting securities or other ownership interests, by contract, or otherwise).

      “Affiliate Guaranty” is defined in the recitals.

     “ Aggregate Recovery Percentage ” means for all Sharing Parties as of any date of determination, a percentage equal to 100% minus the quotient, expressed as a percentage, of (a) the remainder, as of such date, of the aggregate outstanding amount of all Shared Credit Obligations minus the aggregate amount of Reserved LC Collateral divided by (b) the sum of the aggregate amount of all Trigger Date Credit Obligations of all Sharing Parties plus all Post-Trigger-Date Accruals on all Shared Credit Obligations.

     “ Agreement ” is defined in the introductory paragraph.

     “ Bank of America ” is defined in the introductory paragraph.

      “ Bankruptcy Proceeding ” means, with respect to any Person, a general assignment by such Person for the benefit of its creditors, or the institution by or against such Person of any proceeding seeking relief as debtor, or seeking to adjudicate such Person as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment or composition of such Person or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for such Person or for any substantial part of its property.

     “ Borrowers ” is defined in the recitals.

     “ Code ” means the Uniform Commercial Code as in effect from time to time in the State of New York.

     “ Collateral ” means, with respect to any Obligor, all property of such Obligor in which a Lien has been created under the Security Documents.

     “ Collateral Agent ” is defined in the recitals.

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     “ Credit Obligations ” means, collectively, (a) the Global Credit Agreement Obligations, the Hedging Obligations and the Other DSD Obligations and (b) all other amounts payable by any Obligor under this Agreement or any other Financing Agreement (including the reasonable fees and reasonable expenses of Collateral Agent in its capacity as such); and, when used with respect to any Obligor, such term means all Credit Obligations (as defined above) for which such Obligor has liability, directly or indirectly.

     “ Credit Parties ” means the holders, from time to time, of the Credit Obligations.

     “ Designated Senior Debt ” means all indebtedness arising under, pursuant to or in connection with the Loan Documents and the Other DSD Agreements.

      “Direct Obligation ” means, with respect to any Obligor, any Credit Obligation of such Obligor in the capacity as the borrower of a loan or the issuer of a note, bond or similar evidence of debt, as account party with respect to a Letter of Credit, as the counterparty under a Hedging Agreement or otherwise as the primary obligor (and not a guarantor or third-party pledgor) on such Credit Obligation.

     “ Directing Party ” means, with respect to any particular instruction given to Collateral Agent, each Voting Credit Party that has given, or voted to give, such instruction to Collateral Agent.

     “ Dollar ” and “ $ ” mean lawful money of the United States.

     “ Enforcement ” means demand upon any Guaranty and/or foreclosure (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Collateral or any other action to obtain payments under any Guaranty or to realize upon any Collateral.

     “ Equalization Date ” means each of the following: (a) each anniversary of the Trigger Date (or if any such day is not a Business Day, the immediately following Business Day) that occurs prior to the Final Distribution Date; (b) any other Business Day designated by the Majority Credit Parties upon not less than thirty (30) Business Days’ prior written notice to Collateral Agent; and (c) any other Business Day designated by Collateral Agent pursuant to Section 10(b) .

     “ Equalization Considerations ” means the sources and application of all Recoveries, the application of Recoveries from Obligors that have Shared Credit Obligations under multiple Financing Agreements and/or multiple Tranches of the Global Credit Agreement, the cost of currency conversions, the effect on the Sharing Parties of withholding and other taxes, any legal or regulatory restrictions on the ability of a Sharing Party to hold Credit Obligations of a particular Obligor, the possibility of any Recovery being rescinded or otherwise being required to be returned (and the difficulty of obtaining funds from a Sharing Party or group of Sharing Parties in the event of such rescission or return), legal and other restrictions or risks related to purchasing or selling publicly-traded securities and such other considerations as the Majority Credit Parties deem relevant and appropriate in determining allocations of Recoveries so that on the Final Distribution Date each Sharing Party will have a Recovery Percentage that is, as nearly as possible, equal to the Aggregate Recovery Percentage.

     “ Event of Default ” means an “ Event of Default ” or “ Default ” as defined in any Financing Agreement (or any similar term describing an event or circumstance that permits the holder or holders of the applicable Credit Obligation to accelerate the maturity thereof (it being understood that any required notice shall have been given and any applicable grace period shall have elapsed)).

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     “ Final Aggregate Recovery Percentage ” means for all Sharing Parties as of the Final Distribution Date after giving effect to the application of Reserved LC Collateral on such date, a percentage equal to 100% minus the quotient, expressed as a percentage, of (a) the aggregate outstanding amount of all Shared Credit Obligations as of the Final Distribution Date divided by (b) the sum of the aggregate outstanding amount of all Trigger Date Credit Obligations of all Sharing Parties plus all Post-Trigger-Date Accruals on all Shared Credit Obligations.

     “ Final Distribution Date ” means the earlier of (a) the date, on or after the date on which ProLogis becomes subject to any Bankruptcy Proceeding, on which such Bankruptcy Proceeding is completed ( i.e. , the plan of reorganization has been confirmed and the payments, Obligor Securities and other consideration to be distributed among the Credit Parties pursuant to the plan of reorganization have been distributed; or, if a Bankruptcy Proceeding results in the liquidation of ProLogis, all proceeds of such liquidation have been distributed among the creditors of ProLogis); or (b) the date on which all Letters of Credit have expired or terminated, all commitments to create Credit Obligations have terminated and either (i) the Majority Credit Parties have reasonably determined that no further Recoveries are expected to be received for application to the Credit Obligations and all claims against any Credit Party in, or relating to, such Bankruptcy Proceeding have been finally resolved (subject to no further rights of appeal) or (ii) all Credit Obligations have been indefeasibly paid in full. The Final Distribution Date may be delayed, by reasonable determination of the Majority Credit Parties or (so long as the Majority Credit Parties have not directed otherwise in writing) Collateral Agent in order to permit (x) the conversion to cash of non-cash Recoveries (other than Obligor Securities), as contemplated by Section 4(a)(iv) , or (y) the calculation of Recovery Percentages ( provided that any delay of the Final Distribution Date pursuant to this clause (y) shall not exceed 90 days); provided that Collateral Agent shall notify each Credit Party of the Final Distribution Date not later than five (5) Business Days prior thereto.

     “ Final Recovery Percentage ” means, with respect to any Sharing Party as of the Final Distribution Date, a percentage equal to 100% minus the quotient, expressed as a percentage, of (a) the amount of all Shared Credit Obligations held by such Sharing Party as of such date minus , if applicable, such Sharing Party’s Recovery Reduction Amount divided by (b) the sum of the Trigger Date Credit Obligations held by such Sharing Party as of the date of determination plus all Post-Trigger-Date Accruals on such Shared Credit Obligations. For purposes of clause (a) of the preceding sentence, any Shared Credit Obligations in which a Sharing Party has purchased a participation pursuant to Section 5 or 6 shall be deemed to be owed to the Purchasing Credit Party and not the Selling Credit Party.

     “ Financing Agreements ” means this Agreement, the Global Credit Agreement, each Other DSD Agreement, each Hedging Agreement, each Security Document, each Guaranty and any other instrument, document or agreement entered into in connection with any Credit Obligation or Financing Agreement.

     “ Global Administrative Agent ” is defined in the recitals.

     “ Global Credit Agreement ” is defined in the recitals.

     “ Global Credit Agreement Obligations ” means all obligations of Borrowers (whether joint, several or joint and several) under or in connection with the Loan Documents, including for principal, interest, fees, reimbursement obligations under Letters of Credit, expenses and indemnities.

     “ Global Lenders ” is defined in the recitals.

      “Guaranties ” means, collectively, the ProLogis Guaranties and the Affiliate Guaranties.

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     “ Hedging Agreement ” means any agreement or arrangement designed to protect at least one of the parties thereto from fluctuations in interest rates, exchange rates or forward rates applicable to such party’s assets, liabilities or exchange transactions, including dollar-denominated or cross-currency interest rate exchange agreements, forward currency exchange agreements, interest rate cap, swap or collar protection agreements, forward rate currency or interest rate options and any cancellation, buyback, reversal, termination or assignment of the foregoing.

     “ Hedging Exposure ” means, on any date of determination with respect to any Hedging Agreement with a Swap Party, the amount, as calculated in good faith and in a commercially reasonable manner by such Swap Party, that such Swap Party would pay to a third party (such amount being expressed as a negative number) or receive from a third party (such amount being expressed as a positive number) in an arm’s length transaction as consideration for such third party’s entering into a new transaction with such Swap Party in which: (a) such Swap Party holds the same position under such Hedging Agreement as it currently holds; (b) the third party holds the same position as such Obligor currently holds; and (c) the new transaction has economic and other terms and conditions identical in all respects to such Hedging Agreement except that (i) the date of calculation shall be deemed to be the date of commencement of the new transaction and (ii) all period end dates shall correspond to all period end dates, if any, set forth in such Hedging Agreement.

     “ Hedging Obligations ” means, with respect to any Obligor at any time, the amount of such Obligor’s obligations (including early termination payments) then due and payable under any Hedging Agreement with a Swap Party and all accrued interest and fees with respect thereto, after giving effect to any netting of payments to which such Obligor is entitled with respect to any other Hedging Agreement with such Swap Party.

      “Indirect Obligation ” means, with respect to any Obligor, any Credit Obligation of such Obligor that is not a Direct Obligation of such Obligor.

      “Interim Recovery Cap” means, with respect to any Sharing Noteholder at any time, the result of (a) the aggregate amount of Recoveries that such Noteholder would have received on or after the Trigger Date in the absence of the sharing provisions of this Agreement (i.e., assuming that such Noteholder were entitled to a ratable share, according to the percentage which the principal amount of its Credit Obligations is of the principal amount of all Credit Obligations, of all payments by ProLogis applied to Credit Obligations and of all Proceeds of Pledged Collateral) minus (b) such Noteholder’s Recovery Reduction Amount plus (c) the aggregate amount of Recoveries applied to the Shared Credit Obligations of such Noteholder on any Equalization Date that are in excess of the remainder of clause (a) above minus clause (b) above on such Equalization Date minus (d) the amount (which shall not exceed the aggregate amount of Recoveries applied to the Shared Credit Obligations of such Noteholder pursuant to clause (c) above) that the Majority Credit Parties from time to time determine (as evidenced by written notice to Collateral Agent and ProLogis) is necessary or appropriate to ensure that, after giving effect to all payments and distributions on the Final Distribution Date, such Noteholder will not have a Recovery Percentage greater than the Aggregate Recovery Percentage.

     “ Letter of Credit ” means any letter of credit, bank guaranty, bank bond or similar instrument issued by a Global Lender or an Affiliate thereof pursuant to a Financing Agreement.

     “ Lien ” means any lien, mortgage, security interest, pledge, assignment, charge, title retention agreement or encumbrance of any kind and any other substantially similar arrangement for a creditor’s claim to be satisfied from assets or proceeds prior to the claims of other creditors.

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     “ Majority Credit Parties ” means Voting Credit Parties representing more than fifty percent (50%) of the aggregate amount of the Voting Obligations.

     “ Material Credit Obligations ” means Credit Obligations in an aggregate principal amount of more than $50,000,000 (or the equivalent thereof in any other currency).

     “ Non-Directing Party ” means, with respect to any particular instruction given to Collateral Agent, each Party (and each Credit Party represented by such Party) that has not given or agreed with such instruction.

     “ Non-Sharing Party ” means any Credit Party that holds Credit Obligations that are not Shared Credit Obligations (in its capacity as holder of such Credit Obligations).

     “ Noteholder ” means the holders of (a) debt securities issued under the Financing Agreements designated as “Note Agreements” on Schedule 2 and (b) any other publicly-traded debt securities issued by ProLogis or an Affiliate thereof that have been designated by ProLogis as Other DS Debt, in each case in their capacities as holders of such securities and not in any other capacity.

     “ Notice of Designated Senior Debt ” means a notice to Collateral Agent substantially in the form of Exhibit A .

     “ Obligor ” means (without duplication) each of (a) ProLogis, (b) each Borrower and (c) each other Affiliate of ProLogis that is obligated to pay any of the Credit Obligations or has granted a Lien in any property to Collateral Agent pursuant to any Security Document.

     “ Obligor Securities ” means debt or equity securities (including debt instruments issued pursuant to a plan of reorganization in a Bankruptcy Proceeding, even if such instruments do not constitute “securities” under applicable securities laws) issued by any Obligor to any of its creditors in lieu of cash payments on, or in full or partial satisfaction of, such Obligor’s obligations to such creditors.

     “ Opinion of Counsel ” means, with respect to any Person, a written opinion of an attorney or firm of attorneys, which may be outside counsel engaged or retained by such Person or internal counsel in the employ of such Person, a copy of which opinion is furnished to the Parties.

     “ Original Agreement ” is defined in the recitals.

     “ Other DS Debt ” means (a) indebtedness arising under any Other DSD Agreement listed on Schedule 2 and (b) any other indebtedness that ProLogis designates as Designated Senior Debt pursuant to Section 8(a) .

     “ Other DSD Agreement ” means (a) each indenture or other agreement listed on Schedule 2 and (b) each other indenture or other agreement that gives rise to, or evidences, Other DS Debt, in each case subject to Section 8(e) .

     “ Other DSD Obligations ” means all outstanding and unpaid obligations of every nature of any Obligor arising under any Other DSD Agreement.

     “ Party ” means Collateral Agent, Global Administrative Agent and any other Person that becomes a party hereto pursuant to Section 8(b) .

     “ Pledged Collateral ” means all Collateral granted under the Pledge Agreements.

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     “ Post-Trigger-Date Accruals ” means, with respect to any Credit Obligations, all interest, facility fees, letter of credit fees, commitment fees and similar fees that have accrued on such Credit Obligations during the period from the Trigger Date to the date on (or as of) which any calculation is being made (regardless of whether such interest and fees constitute allowed claims in any Bankruptcy Proceeding).

     “ Prior Credit Agreement ” is defined in the recitals.

     “ Proceeds ” means “proceeds” as defined in Article 9 of the Code and, in any event, includes (a) any proceeds of any collection, sale or other disposition of any Collateral, (b) any amount from time to time paid or payable under or in connection with any Collateral and (c) any amount collected in respect of Credit Obligations by any Credit Party by way of set-off, deduction or counterclaim.

     “ ProLogis ” is defined in the introductory paragraph.

     “ ProLogis Guaranties ” is defined in the recitals.

     “ Purchasing Credit Party ” means, as of any Equalization Date and as of the Final Distribution Date, a Sharing Party that has a Recovery Percentage or Final Recovery Percentage, as applicable, as of such date that exceeds the Aggregate Recovery Percentage or Final Aggregate Recovery Percentage, as applicable, as of such date; provided that except for Ratifying Noteholders, no Noteholder (in its capacity as such) or Representative thereof shall be a Purchasing Credit Party.

     “ Ratifying Noteholder ” is defined in Section 8(f) .

     “ Recovery ” means, without duplication, (a) any payment by a Borrower under the Global Credit Agreement; (b) any payment by a borrower, account party or similar direct obligor under any Other DSD Agreement; (c) any payment by ProLogis under a ProLogis Guaranty; (d) any payment by any guarantor under an Affiliate Guaranty; and (e) any Proceeds; provided that “Recovery” shall not include any amount paid, or otherwise recovered, in respect of the Direct Obligations of any Affiliate Borrower that is not a Subsidiary of ProLogis. “Recovery” includes the receipt of consideration, in full or partial satisfaction of Credit Obligations, in the form of Obligor Securities and other non-cash consideration; provided that (i) pursuant to Section 4(a)(iv) , all non-cash Recoveries (other than Obligor Securities) shall be converted to cash by Collateral Agent and the amount of Recoveries associated therewith shall be the amount of cash received by Collateral Agent therefor; and (ii) the value of Obligor Securities shall be the fair market value thereof, as provided in (or determined by reference to) the plan of reorganization in the applicable Bankruptcy Proceeding or, in the absence of a valuation in (or determined by reference to) any such plan, by the Majority Credit Parties.

      “Recovery Currency” means, with respect to any Recovery, the currency in which such Recovery is received by Collateral Agent or the applicable Credit Party; provided that the currency of Recoveries in the form of Obligor Securities issued by ProLogis in the form of equity shall be deemed to be Dollars and the currency of other Recoveries in the form of any other Obligor Security shall be deemed to be the currency in which such Obligor Security is denominated.

     “ Recovery Percentage ” means, with respect to any Sharing Party as of any date of determination, a percentage equal to 100% minus the quotient, expressed as a percentage, of (a) the amount of all Shared Credit Obligations held by such Sharing Party as of such date minus , if applicable, such Sharing Party’s Recovery Reduction Amount minus , if applicable, the aggregate amount of Reserved LC Collateral allocated to Shared Credit Obligations held by such Sharing Party divided by (b) the sum of the Trigger Date Credit Obligations held by such Sharing Party as of the date of determination plus all Post-Trigger-

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Date Accruals on such Shared Credit Obligations. For purposes of clause (a) of the preceding sentence, any Shared Credit Obligations in which a Sharing Party has purchased a participation pursuant to Section 5 or 6 shall be deemed to be owed to the Purchasing Credit Party and not the Selling Credit Party.

     “ Recovery Reduction Amount ” means, with respect to any Noteholder that is a Sharing Party at any time, the remainder (but not less than zero) of (a) the aggregate amount by which the Recoveries of such Noteholder have been reduced as the result of all applicable Recovery Reduction Events less (b) the aggregate amount by which the Recoveries of the other Sharing Parties have been increased as the result of the decrease in such Noteholder’s Recoveries resulting from such Recovery Reduction Events, in each case as estimated in good faith by Collateral Agent (or, at Collateral Agent’s request, the Majority Credit Parties). If any Shared Credit Obligations are transferred by a Noteholder, then a ratable portion of such Noteholder’s Recovery Reduction Amount (whether absolute or contingent) shall be deemed to have been transferred with such Shared Credit Obligations (regardless of any separate agreement between the transferor and transferee of such Shared Credit Obligations).

     “ Recovery Reduction Event ” means, with respect to any Noteholder, any failure of such Noteholder (or its Representative) to file a proof of claim or other required document in any Bankruptcy Proceeding, any failure of such Noteholder (or its Representative) to comply with any applicable Financing Document, any action or inaction by such Noteholder (or its Representative) that constitutes negligence or misconduct, or any other event or circumstance similar to the foregoing that, in each case referred to above, results in the Recoveries of such Noteholder with respect to its Shared Credit Obligations being reduced (either directly or as a result of offset, counterclaim or defense).

     “ Recovery Shortfall ” means, with respect to any Sharing Party at any time, the amount (if any) that would be required to be paid to such Sharing Party to cause such Sharing Party’s Recovery Percentage to be equal to the highest Recovery Percentage of any Sharing Party at such time.

     “ Repayment Event ” is defined in Section 10 .

     “ Representative ” means (a) with respect to Credit Obligations arising under the Indenture referred to in item (1) on Schedule 2 , the trustee named in such item (1) and any successor thereto as trustee under such Indenture; (b) with respect to Credit Obligations arising under the Trust Deed referred to in item (3) on Schedule 2 , the trustee named in such item (3) and any successor thereto as trustee under such Trust Deed; and (c) with respect to any other Credit Obligations, the agent, trustee or other representative for the holders of such Credit Obligations; provided that if there is no such agent, trustee or other representative for any holder of such other Credit Obligations, then “Representative” shall mean such holder.

     “ Reserved LC Collateral ” is defined in Section 4(a) .

     “ Security Documents ” means each document listed or referred to on Schedule 3 and such other documents that may be designated as Security Documents by ProLogis from time to time by notice to Collateral Agent.

     “ Selling Credit Party ” means, as of any Equalization Date and as of the Final Distribution Date, a Sharing Party that holds Shared Credit Obligations (either directly or through participations) as of such date and has a Recovery Percentage or Final Recovery Percentage, as applicable, as of such date that is less than the Aggregate Recovery Percentage or Final Aggregate Recovery Percentage, as applicable, as of such date; provided that except for Ratifying Noteholders, no Noteholder (in its capacity as such) or Representative thereof shall be a Selling Credit Party.

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     “ Shared Credit Obligations ” means all Credit Obligations other than Credit Obligations of Noteholders with respect to which the relevant Representative failed to deliver to Collateral Agent an executed Acknowledgment in the form of Attachment 1 to Exhibit C within the time period required by Section 8(c) .

     “ Sharing Noteholder ” means a Noteholder that is a Sharing Party.

     “ Sharing Party ” means any Credit Party other than a Non-Sharing Party.

     “ Shortfall Application ” means, with respect to any of clauses THIRD , FOURTH , SEVENTH and EIGHTH of Section 4(a) , the application by Collateral Agent of Recoveries from an Obligor to the payment of the Shared Credit Obligations of such Obligor under the applicable clause (the “ Subject Obligations ”) in the following order: first to the applicable Sharing Party that has the lowest Recovery Percentage (or, if more than one applicable Sharing Party has the lowest Recovery Percentage, to all such Sharing Parties ratably according to the amounts of the Subject Obligations owing by such Obligor to such Sharing Parties) in an amount (which for any Sharing Party shall not exceed the Subject Obligations owing by such Obligor to such Sharing Party) sufficient to eliminate the difference between the lowest Recovery Percentage and the second lowest Recovery Percentage, then to the Subject Obligations of such Obligor that are due and owing to the applicable Sharing Parties that (after giving effect to all prior payments made pursuant to the applicable clause) have the lowest Recovery Percentage (ratably according to the amounts of their respective Subject Obligations owing by such Obligor) in an amount (which for any Sharing Party shall not exceed the Subject Obligations owing by such Obligor to such Sharing Party) sufficient to eliminate the difference between such Recovery Percentage and the next lowest Recovery Percentage, successively until all applicable Sharing Parties have the same Recovery Percentage.

     “ Spot Rate ” means, with respect to any currency other than Dollars, the rate determined by Collateral Agent to be the rate quoted by Collateral Agent as the spot rate for the purchase by Collateral Agent of such currency with Dollars through its principal foreign exchange trading office at approximately 11:00 a.m. on the date three (3) Business Days prior to the date on which the foreign exchange computation is made; provided that if Collateral Agent does not have as of the date of determination a spot buying rate for any such currency, then Collateral Agent may obtain such spot rate from another financial institution reasonably designated by Collateral Agent. Notwithstanding the foregoing, Collateral Agent may elect (at any time and from time to time) to determine currency exchange rates based upon quotations from any recognized service (such as Bloomberg or Reuters) and, in such case, the Spot Rate shall be the rate published by such service at the time and on the date on which foreign exchange computations for the relevant currency and in the relevant market customarily are made.

     “ Swap Party ” means a Person that is (or at the time that it entered into the applicable Hedging Agreement with an Obligor was) a Global Lender or an Affiliate of a Global Lender.

     “ Trigger Date ” means the earliest to occur of (a) the date on which the “Obligations” under and as defined in the Global Credit Agreement, or any other Material Credit Obligations, have been accelerated; (b) ten (10) Business Days after the date on which any principal of the “Obligations” under and as defined in the Global Credit Agreement, or of any other Material Credit Obligations, becomes due and payable in accordance with the terms thereof (but only if the same remain outstanding on such date); or (c) the date on which an Event of Default described in Section 14.1.6 of the Global Credit Agreement occurs; provided that the Trigger Date shall not occur as a result of such an Event of Default if such Event of Default pertains to an Obligor other than ProLogis and, within ten (10) Business Days of the occurrence of such Event of Default, Required Lenders under and as defined in the Global Credit

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Agreement notify ProLogis that such Event of Default does not result in the occurrence of the Trigger Date.

     “ Trigger Date Credit Obligations ” means, with respect to any Sharing Party (regardless of whether such Person was a Sharing Party or a Credit Party on the Trigger Date), the aggregate amount of all Shared Credit Obligations (if any) owed to such Sharing Party as of the Trigger Date (including in such amount any Recovery received prior to the Trigger Date that is rescinded or otherwise required to be returned after the Trigger Date), as such amount may be deemed to be increased or decreased pursuant to Section 1(g) .

     “ Voting Credit Party ” means (a) each Global Lender, in each case in its capacity as a “ Lender ” under the Global Credit Agreement (and not in its capacity as a party to any Hedging Agreement or, except as provided in clause (b) of this definition, as the holder of any Other DS Debt), and (b) each holder of Other DS Debt (other than (i) any Noteholder or any Representative thereof and (ii) ProLogis or any Affiliate thereof) that has been designated by ProLogis as a Voting Credit Party pursuant to Section 8(b) .

     “ Voting Obligations ” means the Global Credit Agreement Obligations and any other Shared Credit Obligations that have been designated by ProLogis as Voting Obligations pursuant to Section 8(b) . For purposes of determining the amount of Voting Obligations necessary for action to be taken by the Majority Credit Parties, the amount of Voting Obligations shall be equal to (a) in the case of any revolving credit facility, the aggregate amount of the commitments under such revolving credit facility, provided that at any time that the Sharing Parties under such revolving credit facility (or a portion of such Sharing Parties) have the right to terminate the commitments under such revolving credit facility, then the amount of Voting Obligations under such revolving credit facility shall be equal to the principal amount outstanding under such revolving credit facility (including the undrawn amount of any Letter of Credit); and (b) in the case of any other credit facility, the principal amount outstanding under such credit facility (including the undrawn amount of any Letter of Credit).

     (b) The rules of interpretation set forth in Section 1.2 of the Global Credit Agreement shall apply in interpreting this Agreement (including all Exhibits hereto) as if such rules were fully set forth herein.

     (c) In order to calculate at any time the Aggregate Recovery Percentage, any Recovery Percentage, the Final Aggregate Recovery Percentage, any Final Recovery Percentage and the Majority Credit Parties, Credit Obligations denominated in currencies other than Dollars shall be converted into the Dollar Equivalent amount using the then applicable Spot Rate.

     (d) Any amount delivered to the Representative of any holder or group of holders of Other DSD Obligations hereunder shall conclusively be deemed to have been received by such holder or holders, and the delivering Credit Party shall have no obligation to determine whether such amount is properly applied by such Representative or any liability for any action or inaction by such Representative.

     (e) For purposes of calculating the Recovery Percentage and the Final Recovery Percentage of any Global Lender, the Aggregate Recovery Percentage and the Final Aggregate Recovery Percentage, Credit Obligations shall not include Global Credit Agreement Obligations of any Affiliate Borrower that is not a Subsidiary of ProLogis to the extent such Global Credit Agreement Obligations have been paid or satisfied with Recoveries from such Affiliate Borrower.

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     (f) If a Purchasing Credit Party has paid any amount and/or made any transfer of Recoveries pursuant to Section 5(d) for the benefit of a Sharing Noteholder (and not for the purchase of a participation from such Sharing Noteholder), then (i) the relevant Shared Credit Obligations of such Purchasing Credit Party shall be deemed to be increased as if such Purchasing Credit Party had purchased from such Sharing Noteholder an absolute assignment of the relevant Shared Credit Obligations (and all interest and other amounts payable with respect to such Shared Credit Obligations after the date of such deemed purchase shall be for the account of such Purchasing Credit Party) and (ii) the relevant Shared Credit Obligations of such Sharing Noteholder shall be deemed to be decreased as if such Sharing Noteholder had sold the relevant Shared Credit Obligations to such Purchasing Credit Party as of the date of such deemed purchase.

     (g) Any assignment or other transfer of Credit Obligations shall be an assignment or transfer of an undivided percentage interest in the Direct Obligations of a particular Obligor in a particular currency under a particular Financing Agreement (and, in the case of the Global Credit Agreement and any other multi-tranche Financing Agreement, under a particular tranche), and, concurrently with or promptly after any assignment or transfer made after the Trigger Date, the assignor and assignee or transferor and transferee shall give Collateral Agent notice of the Direct Obligor with respect to, and the currency of, the Credit Obligations so assigned and the Financing Agreement (and, if applicable, the tranche) under which such Credit Obligations arose. For purposes of determining the Recovery Percentage and the Final Recovery Percentage of any Sharing Party that has transferred, or been the transferee of, any Shared Credit Obligations after the Trigger Date, the Trigger Date Credit Obligations of a transferee shall be increased by a ratable part (based on the relationship between the amount of the relevant Shared Credit Obligations (determined in accordance with the preceding sentence) transferred and the amount of the relevant Shared Credit Obligations held by the transferor immediately prior to the applicable transfer) of the relevant Trigger Date Credit Obligations of the transferor, as the date of the applicable transfer, and the relevant Trigger Date Credit Obligations of the transferor shall be reduced correspondingly as of such date.

     (h) WHENEVER THE MAJORITY CREDIT PARTIES ARE GRANTED, AND EXERCISE, THE RIGHT TO MAKE A DECISION OR DETERMINATION PURSUANT HERETO, SUCH DECISION OR DETERMINATION SHALL BE MADE IN THEIR SOLE AND COMPLETE DISCRETION. THE VOTING CREDIT PARTIES SHALL HAVE NO OBLIGATION OR DUTY (INCLUDING ANY IMPLIED OBLIGATION OF REASONABLENESS, GOOD FAITH OR FAIR DEALING) TO ANY NOTEHOLDER EXCEPT THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, AND NO NOTEHOLDER SHALL HAVE, AND EACH NOTEHOLDER EXPRESSLY (BY ACCEPTING THE BENEFITS OF THIS AGREEMENT OR OF ANY SECURITY DOCUMENT) WAIVES AND DISCLAIMS, ANY CLAIM OR CAUSE OF ACTION BASED UPON ANY VOTE, DECISION OR DETERMINATION (INCLUDING THE GIVING OR WITHHOLDING OF ANY CONSENT) MADE BY THE MAJORITY CREDIT PARTIES IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

     (i) For the avoidance of doubt, a Person that holds different series of debt or debt arising under more than one Financing Agreement may be (i) a Global Lender with respect to some Credit Obligations, a Swap Party with respect to other Credit Obligations, a Noteholder with respect to other Credit Obligations and the holder of Other DS Debt with respect to other Credit Obligations and (ii) a Ratifying Noteholder with respect to some Credit Obligations, a Sharing Party with respect to some Credit Obligations and a Non-Sharing Party with respect to other Credit Obligations and, in each case, for purposes of this Agreement shall be deemed to be a separate legal entity in each such capacity. Thus, for example, if a Person is both a Global Lender and a Noteholder, references to the rights and duties of the

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Global Lenders shall include such Person in its capacity as a Global Lender but shall exclude such Person in its capacity as a Noteholder.

SECTION 2. APPOINTMENT OF COLLATERAL AGENT.

     Each Credit Party (a) designates and appoints Bank of America to serve as Collateral Agent under this Agreement, the Guaranties and the Security Documents; (b) authorizes Collateral Agent to enforce, on behalf of the Credit Parties (to the extent such Credit Parties are entitled to the benefits thereof), the obligations of the Obligors under the Guaranties and the Security Documents; (c) authorizes Collateral Agent to accept the parallel debt structure in any pledge agreement governed by Dutch law (including the Dutch Pledge Agreement described in item 3 on Schedule 3 ); and (d) authorizes Collateral Agent to exercise such other rights, powers and privileges as are granted to Collateral Agent by this Agreement, the Guaranties and the Security Documents, together with such other rights, powers and privileges as are reasonably incidental thereto.

SECTION 3. DECISIONS RELATING TO ADMINISTRATION AND EXERCISE OF REMEDIES VESTED IN THE MAJORITY CREDIT PARTIES; RESCISSION OF TRIGGER DATE.

     (a) Except as set forth in Section 3(g) , Collateral Agent agrees that it will not release Liens on Collateral or commence Enforcement without the direction of the Majority Credit Parties. Collateral Agent agrees to administer the Guaranties, the Security Documents and the Collateral and to make such demands and give such notices under the Guaranties and the Security Documents as the Majority Credit Parties may request, and to take such action to enforce the Guaranties and the Security Documents and to realize upon, collect and dispose of the Collateral or any portion thereof as may be directed by the Majority Credit Parties. Collateral Agent shall not be required to take any action that is in the Opinion of Counsel contrary to law or to the terms of this Agreement, any Guaranty or any Security Document, or that would in the Opinion of Counsel subject Collateral Agent or any of its officers, employees, agents or directors to liability, and Collateral Agent shall not be required to take any action under this Agreement, any Guaranty or any Security Document unless and until Collateral Agent shall be indemnified to its reasonable satisfaction by one or more of the Credit Parties against any and all loss, cost, expense or liability in connection therewith.

     (b) Each Credit Party agrees that Collateral Agent shall act as the Majority Credit Parties may request (regardless of whether any individual Credit Party agrees, disagrees or abstains with respect to such request, except for amendments that require otherwise in accordance with Section 11(b) ), that Collateral Agent shall have no liability for acting in accordance with such request ( provided such action does not conflict with the express terms of any Guaranty or any Security Document, it being understood that any such request by the Majority Credit Parties that conflicts with any express term of this Agreement shall be deemed to be a modification of this Agreement if such modification is permitted to be made by the Majority Credit Parties pursuant to Section 11(b) ) and that no Credit Party shall have any liability to any other Credit Party for any such request. Collateral Agent shall give prompt notice to all Credit Parties (or, in the case of any Credit Party that is represented by a Representative, such Representative) of action taken pursuant to the instructions of the Majority Credit Parties to enforce any Guaranty or any Security Document; provided that the failure to give any such notice shall not impair the right of Collateral Agent to take any such action or the validity of any action so taken.

     (c) Each Credit Party agrees that the only right of a Non-Directing Party (i) with respect to the Security Documents is for the Credit Obligations held by such Non-Directing Party to be secured pursuant to the Security Documents or, if such Non-Directing Party is a Non-Sharing Party, pursuant to the Pledge Agreements, and (ii) with respect to the Guaranties, is for the Credit Obligations held by such

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Non-Directing Party to be supported by the Guaranties or secured by the Collateral for the period and to the extent provided in this Agreement and to share in the payments thereunder, if any, to the extent and at the times provided in this Agreement.

     (d) Collateral Agent may at any time request directions from the Majority Credit Parties as to any course of action or other matter relating hereto or relating to any Guaranty or any Security Document. Except as otherwise provided in this Agreement, directions given by the Majority Credit Parties to Collateral Agent shall be binding on all Credit Parties, for all purposes, except for amendments that require otherwise in accordance with Section 11(b) .

     (e) Nothing contained in this Agreement shall affect the right of any Credit Party to give ProLogis, any Affiliate thereof or any other Obligor notice of any default or to accelerate or make demand for payment of its Credit Obligations under any Financing Agreement. Each Credit Party agrees not to take any action to enforce any term or provision of any Guaranty or Security Document or to enforce any of its rights in respect of any Collateral except through Collateral Agent in accordance with this Agreement; provided that if, after the Trigger Date, Collateral Agent fails to commence taking any action ( provided such action is permitted both by applicable law and the applicable Guaranty or Security Document) within thirty (30) days after the Majority Credit Parties request in writing that Collateral Agent take such action, then the Majority Credit Parties may take such action under such Guaranty or Security Document on behalf of those Credit Parties entitled to the benefits thereof.

     (f) Upon receipt of a written notice from a Credit Party of the existence of an Event of Default or if it has actual knowledge of the existence of an Event of Default, Collateral Agent shall promptly (and in any event no later than three Business Days after receipt of such notice in the manner provided in Section 11(a) ) give notice of such Event of Default to all Parties (in each case to the extent Collateral Agent has received the information necessary to give the applicable Party such notice). Collateral Agent shall not be deemed to have actual or constructive knowledge or notice of the existence of any Event of Default until it has received written notice thereof stating that such notice is a “Notice of Default.”

     (g) Unless an Event of Default has occurred and is continuing, Collateral Agent may, without the approval of any other Credit Party (and notwithstanding any other provision hereof), (i) release any Obligor from any applicable Affiliate Guaranty if such Obligor ceases to be an Affiliate of ProLogis pursuant to a transaction not prohibited by, or otherwise may cease to be an Obligor without violating, the Global Credit Agreement or any Other DSD Agreement that gives rise to Voting Obligations (and regardless of the provisions set forth in any other Financing Agreement); or (ii) release any Collateral under any Security Document which the applicable Obligor is permitted to sell or otherwise dispose of, or which otherwise may be released from the security interest of the applicable Security Documents, without violating the Global Credit Agreement or any Other DSD Agreement that gives rise to Voting Obligations (and regardless of the provisions set forth in any other Financing Agreement) and execute and deliver such releases as may be necessary to terminate of record Collateral Agent’s security interest (for the benefit of the Credit Parties) in such Collateral. In determining whether any such release is permitted, Collateral Agent may rely upon (but shall not be obligated to obtain) instructions from Global Administrative Agent (as to wh