8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 21, 2006

PROLOGIS

(Exact name of registrant as specified in charter)

Maryland	1-12846	74-2604728
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer Identification
of Incorporation)		No.)

4545 Airport Way, Denver, Colorado	80239
(Address of Principal Executive Offices)	(Zip Code)

(Registrant’s Telephone Number, including Area Code): (303) 567-5000

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

     On June 27, 2006, ProLogis and certain of its affiliates entered into a First Amendment (the “Amendment”) to Global Senior Credit Agreement (the “Global Facility”) with various lenders and Bank of America, N.A., as global administrative agent. The Global Facility provides for the making of revolving loans and the issuance of letters of credit, denominated in U.S. dollars and other specified currencies, to or for the account of ProLogis and/or such affiliates. The Amendment increases the capacity of the Global Facility to $3.4 billion from $2.6 billion and includes an expansion feature of up to $4.0 billion.

     The Amendment did not change the pricing of the Global Facility or the term of the Global Facility, which is scheduled to mature on October 6, 2009 (for all currencies except the renmibi, which matures in May 2009). Subject to the satisfaction of certain conditions, the Global Facility may be extended at ProLogis’s option to October 6, 2010.

     The Amendment has been filed as Exhibit 10.1 to this Form 8-K and is hereby incorporated herein by reference.

ITEM 8.01 OTHER EVENTS.

     On June 21, 2006 ProLogis commenced an offer, upon the terms and subject to the conditions set forth in the prospectus supplement, dated June 21, 2006, and the letter of transmittal delivered to investors and filed herewith, to exchange an aggregate principal amount of up to $900,000,000 of ProLogis’ 5.250% Notes due 2010 and 5.625% Notes due 2015, which have been registered under the Securities Act of 1933, as amended, for a like principal amount of ProLogis’ unregistered, issued and outstanding 5.25% Notes due 2010 and 5.625% Notes due 2015 from the registered holders thereof. The offer is being made in order to satisfy certain obligations of the ProLogis contained in the Registration Rights Agreement, dated November 2, 2005, by and among the ProLogis and the initial purchasers referred to therein. The offer will expire at 5:00 p.m. Eastern Daylight Time on July 21, 2006, unless ProLogis extends the offer.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

     (a) Financial Statements of Business Acquired

     None.

     (b) Pro Forma Financial Statements

     None

     (c) Exhibits

Exhibit 10.1	First Amendment to Global Senior Credit Agreement, dated as of June 27, 2006,
	among ProLogis, certain of its subsidiaries, Bank of America, N.A., as Global
	Administrative Agent, Collateral Agent, U.S. Funding Agent, U.S. Swing Line Lender, and
	a U.S. L/C Issuer, Bank of America, N.A., acting through its Canada Branch, as Canadian
	Funding Agent and a Canadian L/C Issuer, ABN AMRO Bank N.V., as Global Syndication
	Agent, Euro Funding Agent, Euro Swing Line Lender, and a Euro L/C Issuer, Sumitomo
	Mitsui Banking Corporation, as a Global Documentation Agent, Yen Tranche Bookrunner,
	KRW Tranche Bookrunner, Yen Funding Agent, KRW Funding Agent, and a Yen L/C Issuer,
	Bank of America, N.A., acting through its Shanghai Brach, as RMB Funding Agent,
	JPMorgan Chase Bank, N.A. and the Royal Bank of Scotland PLC, as Global Documentation
	Agents, the other lenders party thereto and Banc of America Securities LLC and ABN AMRO
	Bank N.V., as Global Joint Lead Arrangers and Global Joint Book Runners

Exhibit 99.1	Letter of Transmittal
Exhibit 99.2	Notice of Guaranteed Delivery
Exhibit 99.3	Letter to Brokers, Dealers and Other Nominees
Exhibit 99.4	Letter to Clients

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PROLOGIS
Dated: July 3, 2006	By:	/s/ Edward S. Nekritz
		Name:	Edward S. Nekritz
		Title:	Managing Director, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
Exhibit 10.1	First Amendment to Global Senior Credit Agreement, dated as of June 27, 2006,
	among ProLogis, certain of its subsidiaries, Bank of America, N.A., as Global
	Administrative Agent, Collateral Agent, U.S. Funding Agent, U.S. Swing Line Lender, and
	a U.S. L/C Issuer, Bank of America, N.A., acting through its Canada Branch, as Canadian
	Funding Agent and a Canadian L/C Issuer, ABN AMRO Bank N.V., as Global Syndication
	Agent, Euro Funding Agent, Euro Swing Line Lender, and a Euro L/C Issuer, Sumitomo
	Mitsui Banking Corporation, as a Global Documentation Agent, Yen Tranche Bookrunner,
	KRW Tranche Bookrunner, Yen Funding Agent, KRW Funding Agent, and a Yen L/C Issuer,
	Bank of America, N.A., acting through its Shanghai Brach, as RMB Funding Agent,
	JPMorgan Chase Bank, N.A. and the Royal Bank of Scotland PLC, as Global Documentation
	Agents, the other lenders party thereto and Banc of America Securities LLC and ABN AMRO
	Bank N.V., as Global Joint Lead Arrangers and Global Joint Book Runners
Exhibit 99.1	Letter of Transmittal
Exhibit 99.2	Notice of Guaranteed Delivery
Exhibit 99.3	Letter to Brokers, Dealers and Other Nominees
Exhibit 99.4	Letter to Clients

EX-10.1

Exhibit 10.1

Published CUSIP Number: 74340MAA3     

U.S. $3,400,000,000 EQUIVALENT

FIRST AMENDMENT TO GLOBAL SENIOR CREDIT AGREEMENT

DATED AS OF JUNE 27, 2006

among

PROLOGIS

and

CERTAIN AFFILIATE BORROWERS,
as Borrowers,

BANK OF AMERICA, N.A.,
as Global Administrative Agent, Collateral Agent, U.S. Funding Agent, U.S. Swing Line Lender, and a
U.S. L/C Issuer,

BANK OF AMERICA, N.A.,
acting through its Canada branch, as Canadian Funding Agent and a Canadian L/C Issuer,

ABN AMRO BANK N.V.,
as Global Syndication Agent, Euro Funding Agent, Euro Swing Line Lender,
and a Euro L/C Issuer,

SUMITOMO MITSUI BANKING CORPORATION,
as a Global Documentation Agent, Yen Tranche Bookrunner, KRW Tranche Bookrunner, Yen Funding
Agent, KRW Funding Agent, and a Yen L/C Issuer,

BANK OF AMERICA, N.A.,
acting through its Shanghai Branch, as RMB Funding Agent,

JPMORGAN CHASE BANK, N.A. and THE ROYAL BANK OF SCOTLAND PLC,
as Global Documentation Agents,

and

The Other Lenders Party Hereto

BANC OF AMERICA SECURITIES LLC and ABN AMRO BANK N.V.,
as Global Joint Lead Arrangers and Global Joint Book Runners

FIRST AMENDMENT TO
GLOBAL SENIOR CREDIT AGREEMENT

     THIS FIRST AMENDMENT TO GLOBAL SENIOR CREDIT AGREEMENT (this “Amendment”) is entered into as of June 27, 2006 among PROLOGIS, a Maryland real estate investment trust (“ProLogis”), the other Borrowers listed on the signature pages hereof, the undersigned Lenders, BANK OF AMERICA, N.A., as Global Administrative Agent, Collateral Agent, U.S. Funding Agent, U.S. Swing Line Lender, and a U.S. L/C Issuer, BANK OF AMERICA, N.A., acting through its Canada branch, as Canadian Funding Agent and a Canadian L/C Issuer, ABN AMRO BANK N.V., as Global Syndication Agent, Euro Funding Agent, Euro Swing Line Lender, and a Euro L/C Issuer, SUMITOMO MITSUI BANKING CORPORATION, as Yen Funding Agent, KRW Funding Agent, and a Yen L/C Issuer, and BANK OF AMERICA, N.A., acting through its Shanghai Branch, as RMB Funding Agent.

RECITALS

     A. Reference is hereby made to that certain Global Senior Credit Agreement dated as of October 6, 2005, executed by ProLogis, the other Borrowers, and the Credit Parties (the “Credit Agreement”).

     B. Capitalized terms used herein shall, unless otherwise indicated, have the respective meanings set forth in the Credit Agreement.

     C. Borrowers and Credit Parties desire to (a) increase the amount of the Aggregate Tranche Commitments (i) by increasing the U.S. Aggregate Commitments, the Euro Aggregate Commitments, Canadian Aggregate Commitments, the Yen Aggregate Commitments, and the RMB Aggregate Commitments in accordance with Section 8.13 of the Credit Agreement (as amended hereby), (ii) by adding new Lenders (“Subsequent Lenders”) as Lenders in accordance with Section 8.13 of the Credit Agreement, and (iii) by having certain existing Lenders (“Increasing Lenders”) increase their Commitments in accordance with Section 8.13 of the Credit Agreement, and (b) amend certain provisions contained in the Credit Agreement, in each case subject to the terms and conditions set forth herein.

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

1. Amendments to the Credit Agreement.

     (a) Section 1.1 is hereby amended to delete the definition of “Industrial Property” in its entirety and replace such definition with the following:

     “Industrial Property” means a Property that is used for manufacturing, processing, warehousing or retail purposes.

     (b) Section 1.1 is hereby amended to add the following definition of “Market Value” in the appropriate alphabetical order:

     “Market Value” means, with respect to any applicable Property Fund as of any date of determination, the product of (a) the per share price of the Companies’ equity interests in such Property Fund at the most recent close of trading on a trading exchange for such equity interests multiplied by (b) the number of shares of such Property Fund held by the Companies.

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     (c) Section 1.1 is hereby amended to add the following definition of “Net Asset Value” in the appropriate alphabetical order:

     “Net Asset Value” means, with respect to any applicable Property Fund as of any date of determination, the remainder (but not less than zero) of (a) the value (which, in the case of Properties, shall be based upon the most recent independent, third-party appraisals obtained in accordance with the Organization Documents of such Property Fund, with such appraisal requirements being reasonably acceptable to Global Administrative Agent) of all assets of such Property Fund as reported in its most recent financial statements minus (b) all liabilities of such Property Fund as reported in its most recent financial statements.

     (d) Section 1.1 is hereby amended to delete the definition of “Total Asset Value” in its entirety and replace such definition with the following:

     “Total Asset Value” means, as of any date for the Companies on a consolidated basis (and including the Companies’ Share of the following amounts for their Unconsolidated Affiliates):

     (a) the sum (without duplication) of:

     (i) the quotient of (A) the most recent fiscal quarter’s NOI from Stabilized Industrial Properties (other than Excluded Properties) multiplied by four (4), plus management fee income of the Companies for the most recent fiscal quarter multiplied by four (4) (not to exceed fifteen percent (15%) of NOI of all Industrial Properties of the Companies and the Companies’ share of NOI from their Unconsolidated Affiliates), divided by (B) seven and three quarters percent (7.75%); plus

     (ii) the amount of Investments in Properties (other than Excluded Properties) under construction; plus

     (iii) the amount of Investments in Properties (A) acquired within twenty-four (24) months prior to such date, provided that after the end of such twenty-four (24) month period, if any such Property is not a Stabilized Industrial Property, then such Property shall be treated as a Transition Property as of the date such Property would have otherwise been treated as a Transition Property absent this clause (A), and (B) acquired pursuant to the Keystone Acquisition or the Catellus Acquisition (regardless of whether Stabilized Industrial Properties or Transition Properties) (in each case for which NOI will not be calculated in clause (a)(i) above to avoid duplication); plus

     (iv) the most recent appraised value set forth in third-party appraisals with respect to Properties that constitute Appraisal Properties; plus

     (v) the greater of (A) (x) the most recent fiscal quarter’s NOI multiplied by four (4), divided by (y) seven and three quarters percent (7.75%), and (B) the amount of Investments of Transition Properties (other than Excluded Properties) that became Transition Properties twelve (12) months or less prior to such date; plus

     (vi) the greater of (A) (x) the most recent fiscal quarter’s NOI multiplied by four (4), divided by (y) seven and three quarters percent (7.75%), and (B) seventy-five

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percent (75%) of the amount of Investments of Transition Properties (other than Excluded Properties) that became Transition Properties twenty-four (24) months or less but more than twelve (12) months prior to such date; plus

     (vii) the greater of (A) (x) the most recent fiscal quarter’s NOI multiplied by four (4), divided by (y) seven and three quarters percent (7.75%), and (B) fifty percent (50%) of the amount of Investments of Transition Properties (other than Excluded Properties) that became Transition Properties more than twenty-four (24) months prior to such date; plus

     (viii) the Companies’ Share of the European Appraised Value of European Properties Fund Properties; plus

     (ix) the Companies’ Share of the sum of:

     (A) the greater of (x) the Japan Appraised Value, and (y) the Contribution Value of Japan Properties Fund Properties (other than Transition Properties) in each case for Investments in Stabilized Industrial Properties; plus

     (B) the Contribution Value of Japan Properties Fund Properties that are Transition Properties that became Transition Properties twelve (12) months or less prior to such date; plus

     (C) the greater of (x) the Japan Appraised Value based upon an appraisal obtained after the applicable Transition Event occurred, and (y) seventy-five percent (75%) of the Contribution Value of Japan Properties Fund Properties that are Transition Properties that became Transition Properties twenty-four (24) months or less but more than twelve (12) months prior to such date; plus

     (D) the greater of (x) the Japan Appraised Value based upon an appraisal obtained after the applicable Transition Event occurred, and (y) fifty percent (50%) of the Contribution Value of Japan Properties Fund Properties that are Transition Properties that became Transition Properties more than twenty-four (24) months prior to such date; plus

     (E) the greater of (x) the Korea Appraised Value, and (y) the Contribution Value of Korea Properties Fund Properties (other than Transition Properties) in each case for Investments in Stabilized Industrial Properties; plus

     (F) the Contribution Value of Korea Properties Fund Properties that are Transition Properties that became Transition Properties twelve (12) months or less prior to such date; plus

     (G) the greater of (x) the Korea Appraised Value based upon an appraisal obtained after the applicable Transition Event occurred, and (y) seventy-five percent (75%) of the Contribution Value of Korea Properties Fund Properties that are Transition Properties that became Transition Properties twenty-four (24) months or less but more than twelve (12) months prior to such date; plus

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     (H) the greater of (x) the Korea Appraised Value based upon an appraisal obtained after the applicable Transition Event occurred, and (y) fifty percent (50%) of the Contribution Value of Korea Properties Fund Properties that are Transition Properties that became Transition Properties more than twenty-four (24) months prior to such date; plus

(x) the amount of any cash and Cash Equivalents (excluding tenant security and other restricted deposits); plus

(xi) the amount of Investments in Refrigerated Warehouse Properties; plus

(xii) the amount of Investments in all other assets the value of which has not been captured in clauses (a)(i) through (a)(xi) above;

less

     (b) the amount of all assets included in the calculation of clause (a)(xii) above that would be treated as intangible assets under GAAP (including goodwill, trademarks, trade names, copyrights, patents, deferred charges, and unamortized debt discount and expense).

Notwithstanding the foregoing:

     (1) if each of the amounts in clause (a)(vi)(B) and clause (a)(vii)(B) above is greater than each of the respective amounts in clause (a)(vi)(A) and clause (a)(vii)(A) above, then the sum of such amounts shall not exceed the greater of (x) the sum of the amounts described in clause (a)(vi)(A) and clause (a)(vii)(A) above and (y) fifteen percent (15%) of Total Asset Value (the “TAV Limit”);

     (2) if the applicable amount from clause (a)(vi)(B) or clause (a)(vii)(B) above is the greater of one (but not both) of the respective amount in clause (a)(vi)(A) or clause (a)(vii)(A) above and such clause (a)(vi)(B) or clause (a)(vii)(B), as applicable, is more than the TAV Limit, then the Total Asset Value attributable to clause (a)(vi) and clause (a)(vii) above shall be reduced by the amount by which such clause (a)(vi)(B) or clause (a)(vii)(B), as applicable, exceeds the TAV Limit;

     (3) the amount included in Total Asset Value that is attributable to all Properties used for retail purposes, as of any date of determination, shall not exceed ten percent (10%) of Total Asset Value; and

     (4) if any Property Fund becomes publicly listed on a securities exchange reasonably acceptable to Global Administrative Agent, then the amount included in Total Asset Value that is attributable to such Property Fund will be based on the Capitalization Value of such Property Fund as of the date of determination (and all assets of such Property Fund shall be excluded from the calculations set forth in clauses (a) and (b) above).

     For purposes of clause (4) above, “Capitalization Value” means, for any applicable Property Fund, the Companies’ Share of the Net Asset Value of such Property Fund plus the Companies’ Share of such Property Fund’s Indebtedness; provided that if such Property Fund has not calculated and publicly disclosed (or otherwise made available to the Lenders) its Net Asset Value (in accordance with the definition thereof) during the 18 months preceding the relevant date of determination, “Capitalization Value” for such Property Fund shall mean the current

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Market Value of such Property Fund plus the Companies’ Share of such Property Fund’s Indebtedness.

(e) Section 1.1 is hereby amended to delete the definition of “Unencumbered EBITDA” in its entirety and replace such definition with the following

     “Unencumbered EBITDA” means, for any period, Adjusted EBITDA of the Companies (other than Adjusted EBITDA attributable to any Encumbered Properties owned by a Company) during such period; provided that (a) there shall not be included in Unencumbered EBITDA any Adjusted EBITDA subject to any Lien (other than Permitted Liens), (b) Adjusted EBITDA shall be adjusted for a capital reserve of (i) $0.20 per square foot in the case of Unencumbered Properties that are not Refrigerated Warehouse Properties, or (ii) $0.10 per cubic foot in the case of Unencumbered Properties that are Refrigerated Warehouse Properties (except, in each case, for Unencumbered Properties where the tenant is responsible for capital expenditures), and (c) Unencumbered EBITDA attributable to Consolidated Subsidiaries of ProLogis that are not Wholly-owned, directly or indirectly, by ProLogis shall be limited to ten percent (10%) of Unencumbered EBITDA

     (f) Section 1.1 is hereby amended to delete the definition of “U.S. Letter of Credit Sublimit” in its entirety and replace such definition with the following:

     “U.S. Letter of Credit Sublimit” means an amount equal to the lesser of (a) $150,000,000 and (b) the U.S. Aggregate Commitments. The U.S. Letter of Credit Sublimit is part of, and not in addition to, the U.S. Commitments.

(g) Section 8.13.1(b)(iii) is hereby deleted in its entirety and replaced with the following:

     (iii) each Subsequent Lender (x) executes and delivers to Global Administrative Agent a Joinder Agreement substantially in the form of Exhibit J, which may be modified to the extent that such Subsequent Lender will be party to a Supplemental Tranche (a copy of which Global Administrative Agent will deliver to each applicable Funding Agent);

     (h) The amount of “$500,000,000” in Section 8.13.1(b)(v) is hereby replaced with the amount of “$900,000,000.”

     (i) Section 13.10.1 is hereby deleted in its entirety and replaced with the following:

     Consolidated Net Worth. ProLogis shall not permit Consolidated Net Worth at any time to be less than the sum of (a) $4,000,000,000, and (b) an amount equal to seventy percent (70%) of the aggregate increases in Shareholders’ Equity after the date hereof by reason of the issuance and sale of Equity Interests of any Company (other than (x) the issuance and sale of preferred Equity Interests in substitution and replacement of other preferred Equity Interests that ProLogis redeemed or otherwise acquired pursuant to a Permitted Redemption to the extent that the net proceeds from such issuance and sale do not exceed the amount of such Permitted Redemption and (y) issuances to a Company), including upon any conversion of debt securities of any Company into such Equity Interests.

     (j) Section 15.11(a) is hereby deleted in its entirety and replaced with the following:

     (a) to release (i) any Lien on any property granted to or held by Collateral Agent under any Loan Document or any Guarantor from its obligations under its Guaranty, in each case as

5

permitted by the Security Agency Agreement, and (ii) any Lien on any Indebtedness that does not exceed the applicable threshold amount set forth in Section 12.14(a) or (b).

     (k) The Credit Agreement is hereby amended by adding the following Section 16.25 thereto:

     16.25 No Fiduciary Duty. In connection with all aspects of each transaction contemplated hereby, each Borrower acknowledges and agrees, and acknowledges its respective Affiliates’ understanding, that: (i) the credit facilities and Tranches provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between such Borrower and its Affiliates, on the one hand, and Global Administrative Agent, any other Agent, the Arrangers and the Lenders, on the other hand, and such Borrower is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (ii) in connection with the process leading to such transaction, each Agent and each Arranger is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary for such Borrower or any of its Affiliates, stockholders, creditors or employees; (iii) none of Global Administrative Agent, any other Agent, or any Arranger has assumed or will assume an advisory, agency or fiduciary responsibility in favor of such Borrower with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether Global Administrative Agent, any other Agent, or any Arranger has advised or is currently advising such Borrower or any of its Affiliates on other matters) and none of Global Administrative Agent, any other Agent, or any Arranger has any obligation to such Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; (iv) Global Administrative Agent, each other Agent, and the Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower and its Affiliates, and none of Global Administrative Agent, any other Agent, or any Arranger has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) Global Administrative Agent, each other Agent, and the Arrangers have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and such Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. Each Borrower hereby waives and releases, to the fullest extent permitted by law, any claim that it may have against Global Administrative Agent, any other Agent, and the Arrangers with respect to any breach or alleged breach of agency or fiduciary duty.

     (l) Schedule 2.2 is hereby deleted in its entirety and replaced with Schedule 2.2 attached hereto.

     (m) Schedule 2.4(b) is hereby deleted in its entirety and replaced with Schedule 2.4(b) attached hereto, and the amendment set forth in this clause (m) shall be effective as of October 6, 2005.

2. Increases to Commitments.

     (a) The parties hereto agree that on and after the Amendment Effective Date (as defined below), each Lender’s Commitment shall be as set forth on Schedule 2.1 attached hereto.

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     (b) By its execution of this Amendment, each Subsequent Lender that is a party hereto (i) is hereby admitted as a Lender pursuant to Section 8.13 of the Credit Agreement, (ii) confirms that it is an Eligible Assignee with respect to each Tranche under which it is providing a Commitment (it being understood that all consents required from ProLogis and the Agents shall be evidenced by their signatures to this Amendment), (iii) confirms that it satisfies the requirements, to the extent applicable, of a Subsequent Lender under Sections 8.13.1(b)(vi) and (vii) of the Credit Agreement, and (iv) expressly confirms (if it is providing a Commitment under the U.S. Tranche, the Euro Tranche, or the Yen Tranche) the representations in Section 16.18.2 of the Credit Agreement regarding the Dutch Banking Act.

     (c) By its execution of this Amendment, each Increasing Lender that is a party hereto (i) agrees that, upon the effectiveness hereof, its Commitment under each applicable Tranche shall be increased to the amount set forth on Schedule 2.1 attached hereto and (ii) confirms that it satisfies the requirements, to the extent applicable, of an Increasing Lender under Sections 8.13.1(b)(vi) and (vii) of the Credit Agreement.

     (d) The parties hereto agree that each Subsequent Lender’s signature page to this Amendment (or, if applicable, to the Confirmation Agreement (as defined below)) shall be deemed to be its signature page to the Credit Agreement and that this Amendment (or, if applicable, the Confirmation Agreement) constitutes a Joinder Agreement for purposes of Section 8.13 of the Credit Agreement.

     (e) Required Lenders hereby agree that after giving effect to the increases to the Aggregate Tranche Commitments pursuant to this Amendment and the Confirmation Agreement, (i) ProLogis will continue to have the option from time to time to make one or more Increase Requests for up to the aggregate Dollar Equivalent amount of $600,000,000 (the “Increase Limit”) pursuant to Section 8.13 of the Credit Agreement, as amended hereby, and (ii) the amount available for one or more Increase Requests under Section 8.13 has been reset to the amount of the Increase Limit after giving effect to the increases made hereunder to the Aggregate Commitments.

3. Phase-in of Interests in Outstanding Committed Borrowings.

     (a) Notwithstanding the changes in the Commitments of the Lenders pursuant to Section 2(a) of this Amendment, the reallocation among the Lenders of the Loans comprising outstanding Committed Borrowings shall not take place immediately but shall be phased in as more fully set forth below.

     (b) Any Committed Borrowing under any Tranche that is outstanding on the Amendment Effective Date shall remain outstanding until the Adjustment Date (as defined below) for such Committed Borrowing in accordance with the Applicable Tranche Percentages of the Lenders under such Tranche (after giving effect to any fronting arrangements) as in effect immediately prior to the Amendment Effective Date.

     (c) On the Adjustment Date for each Committed Borrowing (unless such Committed Borrowing is paid in full on or prior to such date), the amounts of the Loans comprising such Committed Borrowing shall be adjusted so that each applicable Lender has a pro rata share, according to its Applicable Tranche Percentage of the relevant Tranche after giving effect to the changes in the Commitments pursuant hereto (and after giving effect to any fronting arrangements), of such Committed Borrowing. In furtherance of the foregoing, on the Adjustment Date (i) each Lender that is to have a larger Loan as part of such Committed Borrowing shall remit funds to the applicable Funding Agent and (ii) the Applicable Funding Agent shall remit funds to each Lender that is to have a smaller Loan as part of such Committed Borrowing (but only to the extent that such Applicable Funding Agent receives funds pursuant to the foregoing clause (i) or from the applicable Borrower), in each case in the amount (and in the applicable currency) required to comply with the foregoing sentence.

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     (d) Notwithstanding clause (c) above, if the Adjustment Date for any Committed Borrowing occurs under clause (ii) of the definition of Adjustment Date, the Lenders under the applicable Tranche shall immediately purchase and sell (as applicable) assignments and/or, at their option, participations in the outstanding Loans comprising such Committed Borrowing in amounts so that the Loans and participation interests of each applicable Lender in such Committed Borrowing (after giving effect to any fronting arrangements) correspond to such Lender’s Applicable Tranche Percentage of the relevant Tranche after giving effect to the changes in the Commitments pursuant hereto.

     (e) Any prepayment of a Committed Borrowing during the period from the Amendment Effective Date to the Adjustment Date for such Committed Borrowing shall be distributed by the Applicable Funding Agent to the applicable Lenders in accordance with their Applicable Tranche Percentages as in effect prior to the Amendment Effective Date.

     (f) The “Adjustment Date” for any applicable Committed Borrowing shall be the earlier to occur of (i) the last day of the first Interest Period for such Committed Borrowing ending after the Amendment Effective Date and (ii) the date specified by any Lender that has a Commitment (after giving effect to the changes in the Commitments pursuant hereto) under the applicable Tranche in a notice to Global Administrative Agent (A) stating that an Event of Default exists and (B) specifying the Adjustment Date for such Committed Borrowing (which shall not be earlier than the second Business Day after Global Administrative Agent’s receipt of such notice).

     (g) For the avoidance of doubt, (i) each Committed Borrowing made on or after the Amendment Effective Date shall be made by the Applicable Tranche Lenders in accordance with their respective Applicable Tranche Percentages after giving effect to the changes in the Commitments pursuant hereto (but giving effect to any fronting arrangements); and (ii) for purposes of calculating Letter of Credit Fees pursuant to Section 7.9 and facility fees pursuant to Section 8.5.1 of the Credit Agreement, the Applicable Tranche Percentages of the Lenders shall be adjusted as of the Amendment Effective Date

4. Amendments of Credit Agreement and Other Loan Documents.

     (a) All references in the Loan Documents to the Credit Agreement shall henceforth include references to the Credit Agreement as modified and amended by this Amendment, and as may, from time to time, be further modified, amended, restated, extended, renewed, and/or increased.

     (b) Any and all of the terms and provisions of the Loan Documents are hereby amended and modified wherever necessary, even though not specifically addressed herein, so as to conform to the amendments and modifications set forth herein.

     5. Ratifications. Each Borrower (a) ratifies and confirms all provisions of the Loan Documents to which it is a party as amended by this Amendment and (b) confirms that no guaranty granted, conveyed, or assigned by such Borrower to any of the Credit Parties under the Loan Documents is released, reduced, or otherwise adversely affected by this Amendment and that each such guaranty continues to guarantee full payment and performance of the present and future Obligations of such Borrower.

     6. Representations. Each Borrower represents and warrants to Lenders that as of the date of this Amendment: (a) this Amendment has been duly authorized, executed, and delivered by such Borrower; (b) no action of, or filing with, any Governmental Authority is required to authorize, or is otherwise required in connection with, the execution, delivery, and performance by such Borrower of this

8

Amendment; (c) the Loan Documents, as amended by this Amendment, are valid and binding upon such Borrower and are enforceable against such Borrower in accordance with their respective terms, except as limited by Debtor Relief Laws and general principles of equity; (d) the execution, delivery, and performance by such Borrower of this Amendment do not require the consent of any other Person and do not and will not constitute a violation of any Laws, order of any Governmental Authority, or material agreements to which such Borrower is a party or by which such Borrower is bound; (e) all representations and warranties of such Borrower in the Loan Documents are true and correct in all material respects on and as of the date of this Amendment, except to the extent that (i) any of them speak to a different specific date or (ii) the facts on which any of them were based have been changed by transactions contemplated or permitted by the Credit Agreement; and (f) both before and after giving effect to this Amendment, no Default exists.

     7. Conditions. This Amendment shall be effective on the date that each of the following conditions are satisfied (the “Amendment Effective Date”):

     (a) this Amendment is executed by each Borrower, Global Administrative Agent, the Required Lenders, each Increasing Lender (other than Increasing Lenders under the RMB Loan Agreement), and each Subsequent Lender (other than Subsequent Lenders under the RMB Loan Agreement), and the ratification attached hereto is executed by each Subsidiary Guarantor;

     (b) the Confirmation Agreement dated as of the date hereof among the applicable Increasing Lenders and Subsequent Lenders under the RMB Loan Agreement, RMB Borrowers, ProLogis, and Global Administrative Agent (the “Confirmation Agreement”) has been executed and delivered by all parties thereto;

     (c) the representations and warranties in this Amendment are true and correct in all material respects on and as of the date of this Amendment, except to the extent that (i) any of them speak to a different specific date, or (ii) the facts on which any of them were based have been changed by transactions contemplated or permitted by the Credit Agreement;

     (d) Global Administrative Agent has received such certificates of resolutions or other action from each Borrower as Global Administrative Agent may reasonably require to evidence the authority of such Borrower to execute and deliver this Amendment;

     (e) Global Administrative Agent has received an opinion letter from Mayer, Brown, Rowe & Maw LLP, counsel to ProLogis, addressed to Global Administrative Agent and each Lender, as to such matters concerning ProLogis and this Amendment as Global Administrative Agent may reasonably request;

     (f) all fees required to be paid in connection with this Amendment shall have been paid (including the fees under the applicable Fee Letter); and

     (g) both before and after giving effect to this Amendment, no Default exists.

     8. Continued Effect. Except to the extent amended hereby, all terms, provisions, and conditions of the Credit Agreement and the other Loan Documents, and all documents executed in connection therewith, shall continue in full force and effect and shall remain enforceable and binding in accordance with their respective terms, subject to Debtor Relief Laws and general principles of equity.

     9. Miscellaneous. Unless stated otherwise (a) the singular number includes the plural and vice versa and words of any gender include each other gender, in each case, as appropriate, (b) headings

9

and captions may not be construed in interpreting provisions, (c) this Amendment shall be construed — and its performance enforced — under New York law, (d) if any part of this Amendment is for any reason found to be unenforceable, all other portions of it nevertheless remain enforceable, and (e) this Amendment may be executed in any number of counterparts with the same effect as if all signatories had signed the same document, and all of those counterparts must be construed together to constitute the same document. A signature page hereto delivered by facsimile or electronic mail shall be effective as delivery of a manually-signed counterpart hereof.

     10. Parties. This Amendment binds and inures to the benefit of the parties hereto and their respective successors and permitted assigns.

     11. Entireties. The Credit Agreement and the other Loan Documents, as amended by this Amendment, represent the final agreement among the parties about the subject matter of the Credit Agreement and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.

[Remainder of Page Intentionally Left Blank;
Signature Pages to Follow.]

10

SCHEDULE 2.1

COMMITMENTS
AND APPLICABLE TRANCHE PERCENTAGES

2.1(a)

Applicable Tranche Percentage – U.S. Commitments

Jurisdiction

Currency Commitment

Commitment

Canadian

The

TMK

Applicable

Euro

Sterling

Yen

Dollars

Japan

Netherlands

Qualified

Lender

Commitment

Percentage

Yes

No

Yes

No

Yes

No

Yes

No

Yes

No

Yes

No

Yes

No

Bank of America, N.A.

$

25,126,990.51

3.140873814

%

X

X

X

X

X

X

X

LaSalle Bank National Association

$

25,126,990.51

3.140873814

%

X

X

X

X

X

X

X

Sumitomo Mitsui Banking Corporation

$

25,126,990.51

3.140873814

%

X

X

X

X

X

X

X

JPMorgan Chase Bank, N.A.

$

25,000,000.00

3.125000000

%

X

X

X

X

X

X

X

The Royal Bank of Scotland Plc

$

25,000,000.00

3.125000000

%

X

X

X

X

X

X

X

Mizuho Corporate Bank, Ltd.

$

25,000,000.00

3.125000000

%

X

X

X

X

X

X

X

Bank of China, New York Branch

$

25,000,000.00

3.125000000

%

X

X

X

X

X

X

X

The Bank of Nova Scotia

$

25,000,000.00

3.125000000

%

X

X

X

X

X

X

X

Calyon New York Branch

$

25,000,000.00

3.125000000

%

X

X

X

X

X

X

X

Citicorp North America, Inc.

$

14,000,000.00

1.750000000

%

X

X

X

X

X

X

X

Deutsche Bank, AG

$

25,000,000.00

3.125000000

%

X

X

X

X

X

X

X

Societe Generale

$

25,000,000.00

3.125000000

%

X

X

X

X

X

X

X

WestLB AG

$

44,000,000.00

5.500000000

%

X

X

X

X

X

X

X

Barclays Bank Plc

$

40,000,000.00

5.000000000

%

X

X

X

X

X

X

X

Fortis Bank (Nederland) N.V.

$

40,000,000.00

5.000000000

%

X

X

X

X

X

X

X

ING Real Estate Finance (USA) LLC

$

19,000,000.00

2.375000000

%

X

X

X

X

X

X

X

Banque LBLux S.A.

$

35,000,000.00

4.375000000

%

X

X

X

X

X

X

X

1

Jurisdiction

Currency Commitment

Commitment

Canadian

The

TMK

Applicable

Euro

Sterling

Yen

Dollars

Japan

Netherlands

Qualified

Lender

Commitment

Percentage

Yes

No

Yes

No

Yes

No

Yes

No

Yes

No

Yes

No

Yes

No

UFJ Bank Limited

$

24,000,000.00

3.000000000

%

X

X

X

X

X

X

X

UBS Loan Finance LLC

$

30,000,000.00

3.750000000

%

X

X

X

X

X

X

X

Wachovia Bank, National Association

$

40,000,000.00

5.000000000

%

X

X

X

X

X

X

X

U.S. Bank National Association

$

50,000,000.00

6.250000000

%

X

X

X

X

X

X

X

The Governor and Company of the Bank of Ireland

$

18,000,000.00

2.250000000

%

X

X

X

X

X

X

X

Commerzbank AG New York and Grand Cayman Branches

$

19,000,000.00

2.375000000

%

X

X

X

X

X

X

X

Morgan Stanley Bank

$

24,624,185.05

3.078023131

%

X

X

X

X

X

X

X

PNC Bank, N.A.

$

24,994,843.42

3.124355428

%

X

X

X

X

X

X

X

The International Commercial Bank of China, New York Agency

$

30,000,000.00

3.750000000

%

X

X

X

X

X

X

X

Chang Hwa Commercial Bank, Ltd., New York Branch

$

23,000,000.00

2.875000000

%

X

X

X

X

X

X

X

The Northern Trust Company

$

30,000,000.00

3.750000000

%

X

X

X

X

X

X

X

E. Sun Commercial Bank, Ltd., Los Angeles Branch

$

19,000,000.00

2.375000000

%

X

X

X

X

X

X

X

Total

$

800,000,000.00

100.000000000

%

2

SCHEDULE 2.1(b)

Applicable Tranche Percentage – Canadian Commitments¹

		Applicable
Lender	Commitment	Percentage
Bank of America, N.A.	Cdn $17,355,350	12.120825890	%
ABN AMRO Bank N.V.	Cdn $17,355,350	12.120825890	%
Sumitomo Mitsui Banking Corporation of Canada	Cdn $17,355,350	12.120825890	%
JPMorganChase N.A., Toronto Branch	Cdn $17,355,350	12.120825890	%
The Bank of Nova Scotia	Cdn $15,675,800	10.947842739	%
Citibank, N.A. Canadian Branch	Cdn $14,067,600	9.824689809	%
Deutsche Bank AG, Canada Branch	Cdn $9,378,400	6.549793206	%
Societe Generale	Cdn $14,067,600	9.824689809	%
UBS AG Canada Branch	Cdn $11,197,000	7.819887671	%
Morgan Stanley Senior Funding (Nova Scotia) Co.	Cdn $9,378,400	6.549793206	%
Total	Cdn $143,186,200	100.000000000	%

¹ Exchange Rates Based On Wall Street Journal’s Spot Rate as of June 19, 2006

3

SCHEDULE 2.1(c)

Applicable Tranche Percentage – Euro Commitments²

Jurisdiction

Currency Commitment

Commitment

TMK

Applicable

Dollars

Sterling

Yen

Japan

U.S.

Qualified

Lender

Commitment

Percentage

Yes

No

Yes

No

Yes

No

Yes

No

Yes

No

Yes

No

Bank of America, N.A

EUR 41,345,200.00

4.133087988

%

X

X

X

X

X

X

ABN AMRO Bank, N.V.

EUR 41,345,200.00

4.133087988

%

X

X

X

X

X

X

Sumitomo Mitsui Banking Corporation, Brussels Branch

EUR 41,345,200.00

4.133087988

%

X

X

X

X

X

X

JPMorgan Chase Bank, N.A.

EUR 37,369,700.00

3.735675682

%

X

X

X

X

X

X

The Royal Bank of Scotland Plc

EUR 50,091,300.00

5.007395063

%

X

X

X

X

X

X

Mizuho Corporate Bank Nederland, N.V.

EUR 27,828,500.00

2.781886146

%

X

X

X

X

X

X

Bank of China (Luxembourgh) S.A.

EUR 51,681,500.00

5.166359985

%

X

X

X

X

X

X

Scotiabank Europe Plc

EUR 41,345,200.00

4.133087988

%

X

X

X

X

X

X

Calyon

EUR 19,881,600.00

1.987471391

%

X

X

X

X

X

X

Citicorp North America, Inc.

EUR 29,822,400.00

2.981207086

%

X

X

X

X

X

X

Deutsche Bank, AG

EUR 45,320,700.00

4.530500295

%

X

X

X

X

X

X

Societe Generale

EUR 42,140,300.00

4.212570450

%

X

X

X

X

X

X

WestLB AG

EUR 46,390,400.00

4.637433245

%

X

X

X

X

X

X

Barclays Bank Plc

EUR 51,681,500.00

5.166359985

%

X

X

X

X

X

X

Fortis Bank (Nederland) N.V.

EUR 43,134,175.00

4.311923526

%

X

X

X

X

X

X

ING Real Estate Finance (USA) LLC

EUR 24,023,600.00

2.401527931

%

X

X

X

X

X

X

Banque LBLux S.A.

EUR 47,706,000.00

4.768947679

%

X

X

X

X

X

X

UFJ Bank Limited

EUR 23,853,000.00

2.384473839

%

X

X

X

X

X

X

UBS Loan Finance LLC

EUR 43,730,500.00

4.371535372

%

X

X

X

X

X

X

Wachovia Bank NA

EUR 59,632,500.00

5.961184599

%

X

X

X

X

X

X

² Exchange Rates Based On Wall Street Journal’s Spot Rate as of June 19, 2006

4

Jurisdiction

Currency Commitment

Commitment

TMK

Applicable

Dollars

Sterling

Yen

Japan

U.S.

Qualified

Lender

Commitment

Percentage

Yes

No

Yes

No

Yes

No

Yes

No

Yes

No

Yes

No

IXIS Corporate & Investment Bank

EUR 42,140,300.00

4.212570450

%

X

X

X

X

X

X

The Governor and Company of the Bank of Ireland

EUR 18,224,800.00

1.821848775

%

X

X

X

X

X

X

Commerzbank AG New York and Grand Cayman Branches

EUR 20,710,000.00

2.070282699

%

X

X

X

X

X

X

Morgan Stanley Bank

EUR 33,394,200.00

3.338263375

%

X

X

X

X

X

X

Deutsche Postbank AG

EUR 36,449,600.00

3.643697550

%

X

X

X

X

X

X

PNC Bank, N.A.

EUR 19,881,600.00

1.987471391

%

X

X

X

X

X

X

Banque Artesia Nederland NV

EUR 19,877,500.00

1.987061533

%

X

X

X

X

X

X

Total

EUR 1,000,346,475.00

100.000000000

%

5

SCHEDULE 2.1(d)

Applicable Tranche Percentage – Yen Commitments³

Jurisdiction

Commitment

Currency Commitment

The

Applicable

Dollars

Euro

Sterling

U.S.

Netherlands

Lender

Commitment

Percentage

Yes

No

Yes

No

Yes

No

Yes

No

Yes

No

Bank Of America, N.A., Tokyo Branch

¥

6,925,200,000

5.898418371

%

X

X

X

X

X

ABN AMRO Bank, N.V., Tokyo Branch

¥

6,925,200,000

5.898418371

%

X

X

X

X

X

Sumitomo Mitsui Banking Corporation

¥

6,925,200,000

5.898418371

%

X

X

X

X

X

JPMorgan Chase Bank, N.A.

¥

6,694,360,000

5.701804425

%

X

X

X

X

X

Royal Bank of Scotland

¥

6,232,680,000

5.308576534

%

X

X

X

X

X

Mizuho Bank, Ltd.

¥

8,976,000,000

7.645151519

%

X

X

X

X

X

Bank of China Limited, Tokyo Branch

¥

5,722,200,000

4.873784093

%

X

X

X

X

X

Shinsei Bank, Limited

¥

21,150,715,000

18.014752775

%

X

X

X

X

X

The Bank of Nova Scotia

¥

6,348,100,000

5.406883507

%

X

X

X

X

X

Calyon, Tokyo Branch

¥

5,771,000,000

4.915348642

%

X

X

X

X

X

Citibank, N.A., Tokyo Branch

¥

4,712,400,000

4.013704547

%

X

X

X

X

X

Deutsche Bank

¥

6,578,940,000

5.603497452

%

X

X

X

X

X

Societe Generale, Tokyo Branch

¥

6,578,940,000

5.603497452

%

X

X

X

X

X

ING Bank N.V., Tokyo Branch

¥

3,029,400,000

2.580238638

%

X

X

X

X

X

UFJ Bank Limited

¥

5,193,900,000

4.423813778

%

X

X

X

X

X

Saitama Resona Bank, Ltd.

¥

4,905,350,000

4.178046346

%

X

X

X

X

X

The Sumitomo Trust & Banking Co., Ltd.

¥

3,814,800,000

3.249189395

%

X

X

X

X

X

Woori Bank Tokyo Branch

¥

923,360,000

0.786455783

%

X

X

X

X

X

Total

¥

117,407,745,000

100.000000000

%

³ Exchange Rates Based On Wall Street Journal’s Spot Rate as of June 19, 2006

6

SCHEDULE 2.1(e)

Applicable Tranche Percentage – KRW Commitments⁴

		Applicable
Lender	Commitment	Percentage
Sumitomo Mitsui Banking Corporation, Seoul Branch	KRW 25,860,000,000		25.000000000	%
Bank of America, N.A. Seoul	KRW 25,860,000,000		25.000000000	%
ABN AMRO Seoul Branch	KRW 25,860,000,000		25.000000000	%
Calyon, Seoul Branch	KRW 25,860,000,000		25.000000000	%
Total	KRW 103,440,000,000		100.000000000	%

⁴ Exchange Rates Based On Wall Street Journal’s Spot Rate as of September 27, 2005

7

SCHEDULE 2.2

FRONTING LENDERS’ COMMITMENTS

Fronting Lenders’ Commitments

Lender	Commitment
Bank of America, N.A. (or its Affiliates)	$	55,123,009.49
ABN AMRO Bank N.V. (or its Affiliates)	$	56,123,009.49
Sumitomo Mitsui Banking Corporation (or its Affiliates)	$	56,123,009.49
JPMorgan Chase Bank, N.A. (or its Affiliates)	$	54,500,000.00
The Royal Bank of Scotland PLC (or its Affiliates)	$	58,000,000.00
Total	$	279,869,028.47

8

SCHEDULE 2.4(b)

EURO EXISTING LETTERS OF CREDIT

		Issue	Expiry
L/C Issuer	LC #	Date	Date	Account Obligor	Account Party	Beneficiary Name	Liab Amt
ABN AMRO Bank, N.V.	GA1135679034	30-Aug-04	31-Dec-05	PLD Europe Finance BV	ProLogis France IX EURL	La Societe Establissement Public D’Amenagement De La Villa Novuella De Senart	EUR 4,397,380

9

EX-99.1

Exhibit 99.1

LETTER OF TRANSMITTAL
PROLOGIS

Offer for all Outstanding
$500,000,000 5.250% Notes due 2010
$400,000,000 5.625% Notes due 2015

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JULY 14, 2006, UNLESS EXTENDED (THE “EXPIRATION DATE”) BY THE COMPANY IN ITS SOLE DISCRETION.

TENDERS OF ORIGINAL NOTES MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

Delivery To: U.S. Bank National Association, Exchange Agent

By Mail, Hand or Overnight Courier:

U.S. Bank West Side Flats Operations Center

60 Livingston Avenue

St Paul, MN 55107

Mail Station -EP-MN-WS2N

Attention: Corporate Trust Services

By Facsimile Transmission

(for Eligible Institutions only):

651-495-8158

Attention: Joyce J. Terry

Fax cover sheets should include a call back telephone number and request a call back, upon receipt

Delivery of this instrument to an address other than as set forth above, or transmission of instructions via facsimile other than as set forth above, will not constitute a valid delivery. The method of delivery of all documents, including certificates, is at the risk of the holder. Instead of delivery by mail, we recommend the use of an overnight or hand delivery service. You should read the instructions accompanying this Letter of Transmittal carefully before you complete this Letter of Transmittal.

The undersigned acknowledges that he or she has received the Prospectus, dated June 14, 2006 (the “Prospectus”), of ProLogis (the “Company”), and this Letter of Transmittal and the accompanying instructions (the “Letter”), which together constitute the Company’s offer (the “Exchange Offer”) to exchange an aggregate principal amount of up to $500,000,000 of the Company’s 5.25% Notes due 2010 and up to $400,000,000 of the Company’s 5.625% Notes due 2015 (the “Exchange Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of the Company’s unregistered, issued and outstanding 5.25% Notes due 2010 and 5.625% Notes due 2015 (the “Original Notes” and collectively with the Exchange Notes, the “Notes”) from the registered holders thereof, on the terms and subject to the conditions set forth in the Prospectus.

For each Original Note accepted for exchange, the holder of such Original Note will receive an Exchange Note having a principal amount equal to that of the surrendered Original Note. The Exchange Notes will bear interest from the most recent date to which interest has been paid on the Original Notes. Accordingly, registered holders of Exchange Notes on the relevant record date for the first interest payment date following the consummation of the Exchange Offer will receive interest accruing from the most recent date to which interest has been paid. Original Notes accepted for exchange will cease to accrue interest from and after the date of consummation of the Exchange Offer. Holders of Original Notes whose Original Notes are accepted for exchange will not receive any payment in respect of accrued interest on such Original Notes otherwise payable on any interest payment date, the record date for which occurs on or after consummation of the Exchange Offer.

This Letter is to be completed by a holder of Original Notes for a tender of Original Notes to be made by book-entry transfer to the account maintained by the Exchange Agent at The Depository Trust Company (the “Book-Entry Transfer Facility”) pursuant to the procedures set forth in “The Exchange Offer — Book-Entry Transfers” section of the Prospectus and for which an Agent’s Message is not delivered. Tenders by book-entry transfer may also be made by delivering an Agent’s Message in lieu of this Letter. The term “Agent’s Message” means a message, transmitted by the Book-Entry Transfer Facility to, and received by, the Exchange Agent and forming a part of a Book-Entry Confirmation (as defined below), which states that the Book-Entry Transfer Facility has received an express acknowledgment from the tendering participant, which acknowledgment states that such participant has received and agrees to be bound by this Letter and that the Company may enforce this Letter against such participant. Holders of Original Notes who are unable to deliver confirmation of the book-entry tender of their Original Notes into the Exchange Agent’s account at the Book-Entry Transfer Facility (a “Book-Entry Confirmation”) and all other documents required by this Letter to the Exchange Agent on or prior to the Expiration Date, must tender their Original Notes according to the guaranteed delivery procedures set forth in “The Exchange Offer — Guaranteed Delivery Procedures” section of the Prospectus. See Instruction 1.

DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

The undersigned has completed the appropriate boxes below and signed this Letter to indicate the action the undersigned desires to take with respect to the Exchange Offer.

PLEASE READ THIS ENTIRE LETTER AND THE PROSPECTUS CAREFULLY BEFORE
CHECKING ANY BOX BELOW. THE INSTRUCTIONS INCLUDED IN THIS LETTER MUST BE
FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES
OF THE PROSPECTUS, THIS LETTER AND THE NOTICE OF GUARANTEED DELIVERY MAY
BE DIRECTED TO THE EXCHANGE AGENT. SEE INSTRUCTION 9.

HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR
ORIGINAL NOTES MUST COMPLETE THIS LETTER IN ITS ENTIRETY AND COMPLY WITH ALL OF ITS TERMS.

2

List below the Original Notes to which this Letter relates. If the space provided below is inadequate, the certificate numbers and principal amount of Original Notes should be listed on a separate signed schedule affixed to this Letter.

DESCRIPTION OF ORIGINAL NOTES
		Aggregate Principal
Name(s) and Address(es) of Registered Holder(s)	Certificate	Amount of	Principal Amount
(Please fill in, if blank)	Number(s)*	Original Note(s)*	Tendered**
Total
* Need not be completed if Original Notes are being tendered by book-entry transfer.
** Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Original Notes represented by the Original Notes indicated in column 2. Original Notes tendered hereby must be in denominations of $2,000 and any integral multiple of $1,000. See Instruction 1.

3

o  CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

Name of Tendering Institution 

Account Number 

Transaction Code Number 

By crediting the Original Notes to the Exchange Agent’s account at the Book-Entry Transfer Facility’s Automated Tender Offer Program (“ATOP”) and by complying with applicable ATOP procedures with respect to the Exchange Offer, including transmitting to the Exchange Agent a computer-generated Agent’s Message in which the holder of the Original Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter, the participant in the Book-Entry Transfer Facility confirms on behalf of itself and the beneficial owners of such Original Notes all provisions of this Letter (including all representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required by this Letter and executed and transmitted this Letter to the Exchange Agent.

o   CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s) 

Window Ticket Number (if any) 

Date of Execution of Notice of Guaranteed Delivery 

Name of Institution Which Guaranteed Delivery 

If delivered by book-entry transfer, complete the following:

Account Number 

Transaction Code Number 

o   CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE TEN (10) ADDITIONAL COPIES OF THE PROSPECTUS ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name: 

Address: 

If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Original Notes, it represents that the Original Notes to be exchanged for the Exchange Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities and that it will deliver a prospectus in connection with any resale of the Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. If the undersigned is a broker-dealer that will receive Exchange Notes, it represents that the Original Notes to be exchanged for the Exchange Notes were acquired as a result of market-making activities or other trading activities.

4

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the aggregate principal amount of Original Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Original Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Original Notes as are being tendered hereby.

The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the undersigned’s true and lawful agent and attorney-in-fact (with full knowledge that the Exchange Agent also acts as the agent of the Company and as Trustee under the Indenture for the Original Notes and Exchange Notes) with respect to such tendered Original Notes, with full power of substitution to (i) deliver certificates, if any, for such Original Notes to the Company, or transfer ownership of such Original Notes on the account books maintained by The Depository Trust Company together, in either such case, with all accompanying evidences of transfer and authenticity to, or upon the order of, the Company and (ii) present such Original Notes for transfer on the books of the registrar and receive all benefits and otherwise exercise all rights of beneficial ownership of such Original Notes, all in accordance with the terms of the Exchange Offer. The power of attorney granted by this paragraph shall be deemed irrevocable and coupled with an interest upon acceptance of the Original Notes in the Exchange Offer and shall survive the death, incapacity or dissolution of the undersigned.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Original Notes, and to acquire the Exchange Notes issuable upon the exchange of such tendered Original Notes, and that, when the same are accepted for exchange, the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by the Company. The undersigned hereby further represents that any Exchange Notes acquired in exchange for Original Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such Exchange Notes, whether or not such person is the undersigned, that neither the holder of such Original Notes nor any such other person is participating in, intends to participate in or has an arrangement or understanding with any person to participate in the distribution of such Exchange Notes and that neither the holder of such Original Notes nor any such other person is an “affiliate,” as defined in Rule 405 under the Securities Act, of the Company.

The undersigned acknowledges that this Exchange Offer is being made in reliance on interpretations by the staff of the Securities and Exchange Commission (the “SEC”), as set forth in no-action letters issued to third parties, that the Exchange Notes issued pursuant to the Exchange Offer in exchange for the Original Notes may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of such holders’ business and such holders have no arrangement with any person to participate in the distribution of such Exchange Notes. However, the SEC has not considered the Exchange Offer in the context of a no-action letter and there can be no assurance that the staff of the SEC would make a similar determination with respect to the Exchange Offer as in other circumstances. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and has no arrangement or understanding to participate in a distribution of Exchange Notes. If any holder is an affiliate of the Company and is engaged in or intends to engage in or has an arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, such holder (i) can not rely on the applicable interpretations of the staff of the SEC and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Original Notes, it represents that the Original Notes to be exchanged for the Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The undersigned will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the sale, assignment and transfer of the Original Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and

5

shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in “The Exchange Offer — Withdrawal Rights” section of the Prospectus.

Unless otherwise indicated herein in the box entitled “Special Issuance Instructions” below, please credit the account indicated above maintained at the Book-Entry Transfer Facility. Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, please send the Exchange Notes (and, if applicable, substitute certificates representing Original Notes for any Original Notes not exchanged) to the undersigned at the address shown above in the box entitled “Description of Original Notes.”

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF ORIGINAL NOTES” ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE ORIGINAL NOTES AS SET FORTH IN SUCH BOX ABOVE.

SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 2 and 3)
To be completed ONLY if Original Notes not exchanged and/or Exchange Notes are to be issued in the name of and sent to someone other than the person or persons whose signature(s) appear(s) on this Letter above, or if Original Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above.
Issue Exchange Notes and/or Original Notes to:
Name(s): _ _
(Please Type or Print)
Address: _ _


(Including Zip Code)
(Complete Substitute Form W-9)
o    Credit unexchanged Original Notes delivered by book-entry transfer to the Book-Entry Transfer Facility account set forth below.


Book-Entry Transfer Facility
Account Number, if applicable
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 2 and 3) To be completed ONLY if Original Notes not exchanged and/or Exchange Notes are to be sent to someone other than the person or persons whose signature(s) appear(s) on this Letter above or to such person or persons at an address other than shown in the box entitled “Description of Original Notes” on this Letter above.
Mail Exchange Notes and/or Original Notes to:
Name(s): _ _
(Please Type or Print)
Address: _ _


(Including Zip Code)

IMPORTANT:  THIS LETTER OR A FACSIMILE HEREOF OR AN AGENT’S MESSAGE IN LIEU THEREOF (TOGETHER A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

PLEASE READ THIS ENTIRE LETTER CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.

6

PLEASE SIGN HERE
(To Be Completed By All Tendering Holders)
(Complete Accompanying Substitute Form W-9 Below)

X _ _	_ _ , 200
X _ _	_ _, 200
(Signature(s) of Owner)	(Date)

Area Code and Telephone Number 

If a holder is tendering any Original Notes, this Letter must be signed by the registered holder(s) as the name(s) appear(s) on the certificate(s) for the Original Notes or by any person(s) authorized to become registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 2.

Name(s): 

(Please Type or Print)

Capacity: 

Address: 

(Including Zip Code)

SIGNATURE GUARANTEE
(If required by Instruction 2)

Signature(s) Guaranteed by
an Eligible Institution: 

(Authorized Signature)

(Title)

(Name and Firm)

Dated: _ _ , 200 

7

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Exchange Offer For the
$500,000,000 5.250% Notes due 2010 and $400,000,000 5.625% Notes due 2015
of ProLogis
in Exchange for
$500,000,000 5.250% Notes due 2010 and $400,000,000 5.625% Notes due 2015
that have been Registered under the Securities Act of 1933

1.   Delivery of this Letter and Notes; Guaranteed Delivery Procedures.

This Letter is to be completed by holders of Original Notes for tenders to be made pursuant to the procedures for delivery by book-entry transfer set forth in “The Exchange Offer — Book-Entry Transfers” section of the Prospectus and for which an Agent’s Message is not delivered. Tenders by book-entry transfer may also be made by delivering an Agent’s Message in lieu of this Letter. The term “Agent’s Message” means a message, transmitted by the Book-Entry Transfer Facility to and received by the Exchange Agent and forming a part of a Book-Entry Confirmation, which states that the Book-Entry Transfer Facility has received an express acknowledgment from the tendering participant, which acknowledgment states that such participant has received and agrees to be bound by this Letter and that the Company may enforce this Letter against such participant. Book-Entry Confirmation as well as a properly completed and duly executed Letter (or manually signed facsimile hereof or Agent’s Message in lieu thereof) and any other documents required by this Letter, must be received by the Exchange Agent at the address set forth herein on or prior to the Expiration Date, or the tendering holder must comply with the guaranteed delivery procedures set forth below. Original Notes tendered hereby must be in denominations of $2,000 and any integral multiple of $1,000.

Holders who cannot deliver required documents to the Exchange Agent on or prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their Original Notes pursuant to the guaranteed delivery procedures set forth in “The Exchange Offer — Guaranteed Delivery Procedures” section of the Prospectus. Pursuant to such procedures, (i) such tender must be made through an Eligible Institution (as defined in Instruction 2 below), (ii) prior to 5:00 p.m., New York City time, on the Expiration Date, the Exchange Agent must receive from such Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Company (by facsimile transmission, mail or hand delivery), setting forth the name and address of the holder of Original Notes and the amount of Original Notes tendered, stating that the tender is being made thereby and guaranteeing that within three Nasdaq National Market trading days after the date of execution of the Notice of Guaranteed Delivery, a Book-Entry Confirmation, together with a properly completed and duly executed Letter (or facsimile thereof or Agent’s Message in lieu thereof) with any required signature guarantees and any other documents required by this Letter will be deposited by the Eligible Institution with the Exchange Agent, and (iii) a Book-Entry Confirmation, together with a properly completed and duly executed Letter (or facsimile thereof or Agent’s Message in lieu thereof) with any required signature guarantees and all other documents required by this Letter, are received by the Exchange Agent within three New York Stock Exchange trading days after the date of execution of the Notice of Guaranteed Delivery.

If less than all of the Original Notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should fill in the aggregate principal amount of the Original Notes to be tendered in the box above entitled “Description of Original Notes — Principal Amount Tendered.” A reissued certificate representing the balance of untendered Original Notes that were evidenced by a submitted certificate will be sent to such tendering holder, unless otherwise provided in the appropriate box in this Letter, promptly after the Expiration Date.

Any holder whose Original Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address above for further instructions.

The method of delivery of this Letter, the Original Notes and all other required documents is at the election and risk of the tendering holders, but the delivery will be deemed made only when actually received or confirmed by the Exchange Agent. If Original Notes are sent by mail, it is suggested that the mailing be registered mail, properly insured, with return receipt requested, made sufficiently in advance of the Expiration Date to permit delivery to the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date. Neither this Letter nor any Original Notes should be sent to the Company.

See “The Exchange Offer” in the Prospectus.

8

2.   Signatures on this Letter; Bond Powers and Endorsements; Guarantee of Signatures.

If any tendered Original Notes are owned of record by two or more joint owners, all of such owners must sign this Letter.

When this Letter is signed by the registered holder or holders of the Original Notes specified herein and tendered hereby, no separate bond powers are required. If, however, the Exchange Notes are to be issued to a person other than the registered holder, then separate bond powers are required.

If this Letter or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, proper evidence satisfactory to the Company of their authority to so act must be submitted.

Signatures on bond powers required by this Instruction 2 must be guaranteed by a firm that is a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program (each an “Eligible Institution”).

Signatures on this Letter need not be guaranteed by an Eligible Institution, provided the Original Notes are tendered: (i) by a registered holder of Original Notes (which term, for purposes of the Exchange Offer, includes any participant in the Book-Entry Transfer Facility system whose name appears on a security position listing as the holder of such Original Notes) who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on this Letter, or (ii) for the account of an Eligible Institution.

3.   Special Issuance and Delivery Instructions.

Tendering holders of Original Notes should indicate in the applicable box the name and address to which Exchange Notes issued pursuant to the Exchange Offer, if different from the name or address of the person signing this Letter. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated. Noteholders tendering Original Notes by book-entry transfer may request that Original Notes not exchanged be credited to such account maintained at the Book-Entry Transfer Facility as such noteholder may designate hereon. If no such instructions are given, such Original Notes not exchanged will be returned to the name and address of the person signing this Letter.

4.   Taxpayer Identification Number.

U.S. federal income tax law generally requires that a tendering holder whose Original Notes are accepted for exchange must provide the Company (as payor) with such holder’s correct Taxpayer Identification Number (“TIN”) on Substitute Form W-9 below, which in the case of a tendering holder who is an individual, is generally his or her social security number or individual taxpayer identification number. If the Company is not provided with the current TIN or an adequate basis for an exemption from backup withholding, such tendering holder may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, the Exchange Agent may be required to withhold 28% of the amount of any reportable payments made after the exchange to such tendering holder of Exchange Notes. If withholding results in an overpayment of taxes, a refund may be applied for with the Internal Revenue Service.

Exempt holders of Original Notes (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. See the Guidelines of Certification of Taxpayer Identification Number on Substitute Form W-9 (the “W-9 Guidelines”), which are available upon request to the Exchange Agent, for additional instructions.

To prevent backup withholding, each tendering holder of Original Notes must provide its correct TIN by completing the Substitute Form W-9 set forth below, certifying, under penalties of perjury, that the TIN provided is correct (or that such holder is awaiting a TIN) and that (i) the holder is exempt from backup withholding, or (ii) the holder has not been notified by the Internal Revenue Service that such holder is subject to backup withholding as a result of a failure to report all interest or dividends or (iii) the Internal Revenue Service has notified the holder that such holder is no longer subject to backup withholding. If the tendering holder of Original Notes is a nonresident alien or foreign entity not subject to backup withholding, such holder must give the Exchange Agent a completed Form W-8, Certificate of Foreign Status. These forms may be obtained from the Exchange Agent. If the Original Notes are in more than one name or are not in the name of the actual owner, such holder should consult the W-9 Guidelines for information on which TIN to report. If such holder does not have a TIN, such

9

holder should consult the W-9 Guidelines for instructions on applying for a TIN, check the box in Part 2 of the Substitute Form W-9 and write “applied for” in lieu of its TIN. Note: Checking this box and writing “applied for” on the form means that such holder has already applied for a TIN or that such holder intends to apply for one in the near future. If the box in Part 2 of the Substitute Form W-9 is checked, the Exchange Agent will retain 28% of reportable payments made to a holder during the sixty (60) day period following the date of the Substitute Form W-9. If the holder furnishes the Exchange Agent with his or her TIN within sixty (60) days of the Substitute Form W-9, the Exchange Agent will remit such amounts retained during such sixty (60) day period to such holder and no further amounts will be retained or withheld from payments made to the holder thereafter. If, however, such holder does not provide its TIN to the Exchange Agent within such sixty (60) day period, the Exchange Agent will remit such previously withheld amounts to the Internal Revenue Service as backup withholding and will withhold 28% of all reportable payments to the holder thereafter until such holder furnishes its TIN to the Exchange Agent.

5.   Transfer Taxes.

The Company will pay all transfer taxes, if any, applicable to the transfer of Original Notes to it or its order pursuant to the Exchange Offer. If, however, Exchange Notes and/or substitute Original Notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the Original Notes tendered hereby, or if tendered Original Notes are registered in the name of any person other than the person signing this Letter, or if a transfer tax is imposed for any reason other than the transfer of Original Notes to the Company or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder.

Except as provided in this Instruction 5, it will not be necessary for transfer tax stamps to be affixed to the Original Notes specified in this letter.

6.   Waiver of Conditions.

The Company reserves the absolute right to waive satisfaction of any or all conditions enumerated in the Prospectus.

7.   No Conditional Tenders.

No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of Original Notes, by execution of this Letter, shall waive any right to receive notice of the acceptance of their Original Notes for exchange.

Neither the Company, the Exchange Agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of Original Notes nor shall any of them incur any liability for failure to give any such notice.

8.   Withdrawal Rights.

Tenders of Original Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

For a withdrawal of a tender of Original Notes to be effective, a written notice of withdrawal must be received by the Exchange Agent at the address set forth above prior to 5:00 p.m., New York City time, on the Expiration Date. Any such notice of withdrawal must (i) specify the name of the person having tendered the Original Notes to be withdrawn (the “Depositor”), (ii) identify the Original Notes to be withdrawn (including the principal amount of such Original Notes), (iii) contain a statement that such holder is withdrawing his, her or its election to have such Original Notes exchanged, (iv) be signed by the holder in the same manner as the original signature on the Letter by which such Original Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer to have the Trustee with respect to the Original Notes register the transfer of such Original Notes in the name of the person withdrawing the tender and (v) specify the name in which such Original Notes are registered, if different from that of the Depositor. A notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Original Notes and otherwise comply with the procedures of such facility. All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by the Company, whose determination shall be final and binding on all parties. Any Original Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer and no Exchange Notes will be issued with respect thereto unless the Original Notes so withdrawn are validly retendered. Any Original Notes that have been tendered for exchange but which are not exchanged for any reason will be credited to an account maintained with the

10

Book-Entry Transfer Facility for the Original Notes as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Original Notes may be retendered by following the procedures described above at any time on or prior to 5:00 p.m., New York City time, on the Expiration Date.

9.   Requests for Assistance or Additional Copies.

Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter, and requests for Notices of Guaranteed Delivery and other related documents may be directed to the Exchange Agent, at the address and telephone number indicated above. All other questions regarding the Exchange Offer should be directed to the following address or phone number:

ProLogis

4445 Airport Way

Denver, Colorado 80239

Attention: Investor Relations

Phone: (303) 567-5000

11

TO BE COMPLETED BY ALL TENDERING HOLDERS
(See Instruction 4)

SUBSTITUTE FORM W-9		Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFYBY SIGNING AND DATING BELOW.	TIN:  Social Security Number OR Employer Identification Number
	Part 2 — TIN Applied For o
Department of the Treasury	Part 3 — Certification — Under the penalties of perjury, I certify that:
Internal Revenue Service	(1) the number shown on this form is my correct TIN (or I am waiting for a number to be issued to me),
Payor’s Request for Taxpayer Identification Number (“TIN”) and Certification	(2) I am not subject to backup withholding either because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding and
	(3) I am a U.S. person.
	You must cross out item (2) of the above certification if you have been notified by the IRS that you are subject to backup withholding because of underreporting of interest or dividends on your tax return and you have not been notified by the IRS that you are no longer subject to backup withholding.
		Signature: _ _	Date: _ _

NOTE:   FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING ON ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE, AS WELL AS FUTURE DIVIDEND PAYMENTS. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL INFORMATION.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 2 OF SUBSTITUTE FORM W-9

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of the exchange, 28% of all reportable payments made to me thereafter will be withheld until I provide a number.

Signature: _ _      Date: _ _

12

EX-99.2

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY
FOR
ProLogis
Unregistered $500,000,000 5.250% Notes due 2010
Unregistered $400,000,000 5.625% Notes due 2015

On the terms and subject to the conditions set forth in the Prospectus dated June 14, 2006 (the “Prospectus”) of ProLogis (the “Company”) and the accompanying Letter of Transmittal, the Company is offering to exchange an aggregate principal amount of up to $500,000,000 of the Company’s 5.250% Notes due 2010 and $400,000,000 5.625% Notes due 2015 (the “Exchange Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of the Company’s unregistered, issued and outstanding 5.250% Notes due 2010 and $400,000,000 5.625% Notes due 2015 (the “Original Notes” and collectively with the Exchange Notes, the “Notes”) from the registered holders thereof.

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JULY 14, 2006, UNLESS EXTENDED (THE “EXPIRATION DATE”) BY THE COMPANY IN ITS SOLE DISCRETION. TENDERS OF ORIGINAL NOTES MAY BE WITHDRAWN PRIOR TO 5:00 p.m., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

Delivery To: U.S. Bank National Association, Exchange Agent

U.S. Bank West Side Flats Operations Center
60 Livingston Avenue
St Paul, MN 55107
Mail Station -EP-MN-WS2N

Attention: Corporate Trust Services

By Facsimile Transmission
(for Eligible Institutions only):
651-495-8158
Attention: Joyce J. Terry
Fax cover sheets should include a call back telephone number and request a call back, upon receipt

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF THIS INSTRUMENT VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

Ladies and Gentlemen:

Upon the terms and conditions set forth in the Prospectus and the accompanying Letter of Transmittal, the undersigned hereby tenders to the Company the principal amount of Original Notes set forth below pursuant to the guaranteed delivery procedure described in “The Exchange Offer — Guaranteed Delivery Procedures” section of the Prospectus.

Must be signed by the holder(s) of Original Notes as their name(s) appear(s) on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery.

PLEASE SIGN AND COMPLETE

Name(s) of Registered Holder(s): 

(Please Print or Type)

Principal Amount of Original Notes Tendered:*	Certificate No(s). (if available):
$ _ _
$ _ _

*  Must be in denominations of principal amount of $2,000 and any integral multiple of $1,000

If Original Notes will be delivered by book-entry transfer at The Depository Trust Company, insert Account No.:

Area Code and Telephone No.: 

Signature(s) of Registered Owner(s) or
Authorized Signatory: Date:

If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information.

Please print name(s) and address(es): 

Name(s): 

Title/Capacity: 

Address(es): 

Do not send Original Notes with this form. Original Notes should be sent to the Exchange Agent, together with a properly completed and duly executed Letter of Transmittal.

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GUARANTEE
(Not to be Used for Signature Guarantees)

The undersigned, a financial institution that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program, hereby guarantees that the certificates representing the principal amount of Original Notes tendered hereby in proper form for transfer, or timely confirmation of the book-entry transfer of such Original Notes into the Exchange Agent’s account at The Depository Trust Company pursuant to the procedures set forth in “The Exchange Offer — Guaranteed Delivery Procedures” section of the Prospectus, together with one or more properly and duly executed Letters of Transmittal (or facsimile thereof or Agent’s Message in lieu thereof) and any required signature guarantee and any other documents required by the Letter of Transmittal, will be received by the Exchange Agent at the address set forth above, no later than three Nasdaq National Market trading days after the Expiration Date.

Name of Firm: 

Authorized Signature: 

Address: 

Zip Code: 

Title: 

Name: 

(Please Type or Print)

Area Code and Tel. No.: 

Dated: 

INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

1.  Delivery of this Notice of Guaranteed Delivery. A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address set forth herein prior to 5:00 p.m., New York City time, on the Expiration Date. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and risk of the holder and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered or certified mail properly insured, with return receipt requested, is recommended. In all cases sufficient time should be allowed to assure timely delivery. For a description of the guaranteed delivery procedure, see Instruction 1 of the Letter of Transmittal.

2.  Signatures of this Notice of Guaranteed Delivery. If this Notice of Guaranteed Delivery is signed by the registered holder(s) of the Original Notes referred to herein, the signature must correspond with the name(s) written on the face of the Original Notes without alteration, enlargement, or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a participant of the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of Original Notes, the signature must correspond with the name shown on the security position listing as the owner of the Original Notes. If this Notice of Guaranteed Delivery is signed by a person other than the registered holder(s) of any Original Notes listed or a participant of the Book-Entry Transfer Facility, this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed as the name of the registered holder(s) appears on the Original Notes or signed as the name of the participant shown on the Book-Entry Transfer Facility’s security position listing. If this Notice of Guaranteed Delivery is signed by a

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trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other person acting in a fiduciary or representative capacity, such person should so indicate when signing.

3.  Requests for assistance or additional copies. Questions and requests for assistance and requests for additional copies of the Prospectus may be directed to the Exchange Agent at the address specified in the Prospectus. Holders may also contact their broker, dealer, commercial bank, trust company, or other nominee for assistance concerning the Exchange Offer.

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EX-99.3

Exhibit 99.3

ProLogis

Offer to Exchange
$500,000,000 5.250% Notes due 2010
$400,000,000 5.625% Notes due 2015

To: Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees:

ProLogis (the “Company”) is offering, upon the terms and subject to the conditions set forth in the Prospectus, dated June 14, 2006 (the “Prospectus”), and the accompanying letter of transmittal (the “Letter of Transmittal”), to exchange (the “Exchange Offer”) an aggregate principal amount of up to $500,000,000 of the Company’s 5.250% Notes due 2010 and 5.625% Notes due 2015 (the “Exchange Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of the Company’s unregistered, issued and outstanding 5.25% Notes due 2010 and 5.625% Notes due 2015 (the “Original Notes” and collectively with the Exchange Notes, the “Notes”) from the registered holders thereof. The Exchange Offer is being made in order to satisfy certain obligations of the Company contained in the Registration Rights Agreement, dated November 2, 2005, by and among the Company and the initial purchasers referred to therein.

We are requesting that you contact your clients for whom you hold Original Notes regarding the Exchange Offer. For your information and for forwarding to your clients for whom you hold Original Notes registered in your name or in the name of your nominee, or who hold Original Notes registered in their own names, we are enclosing the following documents:

1. Prospectus dated June 14, 2006;

2. The Letter of Transmittal for your use and for the information of your clients;

3. A Notice of Guaranteed Delivery to be used to accept the Exchange Offer if time will not permit all required documents to reach the Exchange Agent prior to the Expiration Date (as defined below) or if the procedure for book-entry transfer cannot be completed on a timely basis; and

4. A form of letter which may be sent to your clients for whose account you hold Original Notes registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Exchange Offer.

YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 p.m., NEW YORK CITY TIME, ON JULY 14, 2006, UNLESS EXTENDED BY THE COMPANY (THE “EXPIRATION DATE”). ORIGINAL NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME BEFORE THE EXPIRATION DATE.

To participate in the Exchange Offer, a duly executed and properly completed Letter of Transmittal (or facsimile thereof or Agent’s Message in lieu thereof), with any required signature guarantees and any other required documents, should be sent to the Exchange Agent and certificates representing the Original Notes should be delivered to the Exchange Agent, all in accordance with the instructions set forth in the Letter of Transmittal and the Prospectus.

If a registered holder of Original Notes desires to tender, but time will not permit required documents to reach the Exchange Agent before the Expiration Date, or the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus under the caption “The Exchange Offer — Guaranteed Delivery Procedures.”

Any inquiries you may have with respect to the Exchange Offer, or requests for additional copies of the enclosed materials, should be directed to the Exchange Agent for the Exchange Offer, at its address and telephone number set forth on the front of the Letter of Transmittal.

Very truly yours,

PROLOGIS

NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

Enclosures

2 EX-99.4 6 d37518exv99w4.htm LETTER TO CLIENTS

Exhibit 99.4

ProLogis

Offer to Exchange up to
$500,000,000 5.250% Notes due 2010
$400,000,000 5.625% Notes due 2015

To Our Clients:

Enclosed for your consideration is a Prospectus, dated June 14, 2006 (the “Prospectus”), and the related Letter of Transmittal (the “Letter of Transmittal”), relating to the offer (the “Exchange Offer”) of ProLogis (the “Company”) to exchange an aggregate principal amount of up to $500,000,000 of the Company’s 5.250% Notes due 2010 and up to $400,000,000 of the Company’s 5.625% Notes due 2015 (the “Exchange Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of the Company’s unregistered, issued and outstanding 5.250% Notes due 2010 and 5.625% Notes due 2015 (the “Original Notes” and collectively with the Exchange Notes, the “Notes”) from the registered holders thereof, on the terms and subject to the conditions set forth in the Prospectus. The Exchange Offer is being made in order to satisfy certain obligations of the Company contained in the Registration Rights Agreement, dated November 2, 2005, by and among the Company and the initial purchasers referred to therein.

This material is being forwarded to you as the beneficial owner of the Original Notes held by us for your account, but not registered in your name. A TENDER OF SUCH ORIGINAL NOTES MAY ONLY BE MADE BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS.

Accordingly, we request instructions as to whether you wish us to tender on your behalf the Original Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal.

Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the Original Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m., New York City time, on July 14, 2006, unless extended by the Company. Any Original Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before the Expiration Date.

Your attention is directed to the following:

1. The Exchange Offer is for any and all Original Notes.

2. The Exchange Offer is subject to certain conditions set forth in the Prospectus in the section captioned “The Exchange Offer — Conditions to the Exchange Offer.”

3. Any transfer taxes incident to the transfer of Original Notes from the holder to the Company will be paid by the Company, except as otherwise provided in the Instructions in the Letter of Transmittal.

4. The Exchange Offer expires at 5:00 p.m., New York City time, on July, 2006, unless extended by the Company.

If you wish to have us tender your Original Notes, please so instruct us by completing, executing and returning to us the instruction form on the back of this letter. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATION ONLY AND MAY NOT BE USED DIRECTLY BY YOU TO TENDER ORIGINAL NOTES.

INSTRUCTIONS WITH RESPECT TO
THE EXCHANGE OFFER

The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein relating to the Exchange Offer made by ProLogis with respect to its Original Notes.

This will instruct you to tender the Original Notes held by you for the account of the undersigned, upon and subject to the terms and conditions set forth in the Prospectus and the related Letter of Transmittal.

The undersigned expressly agrees to be bound by the enclosed Letter of Transmittal and that such Letter of Transmittal may be enforced against the undersigned.

Please tender the Original Notes held by you for my account as indicated below:

5.250% Notes due 2010 $           (aggregate principal amount of such notes)

5.625% Notes due 2015 $           (aggregate principal amount of such notes)

o   Please do not tender any 5.250% Notes due 2010 or 5.625% Notes due 2015 held by you for my account.

Dated:          , 2006

Signature(s): 

Print Name(s) Here: 

Print Address(es): 

Area Code and Telephone Number(s): 

Tax Identification or Social Security Number(s): 

None of the Original Notes held by us for your account will be tendered unless we receive written instructions from you to do so. Unless a specific contrary instruction is given in the space provided, your signature(s) hereon shall constitute an instruction to us to tender all the Original Notes held by us for your account.

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EX-99.4

exv99w4