• We increased the pricing applicable to extended commitments under the Global Credit Agreement, effective immediately, from LIBOR plus 80 basis points to LIBOR plus 325 basis points (based on our current credit ratings). The pricing applicable to non-extended commitments did not increase and will be based upon the existing pricing grid through October of 2010. All pricing is subject to change based upon the credit ratings for our senior unsecured indebtedness.

• In addition to various definitional changes in our financial covenants, we reduced the required level for both the Fixed Charge Coverage Ratio and the Unencumbered Debt Service Coverage Ratio to 1.50 to 1 (from 1.75 to 1.0) and we added a borrowing base covenant that requires us and our subsidiaries to maintain a specified level of unencumbered properties (subject to certain eligibility criteria).

Concurrently with the effectiveness of the amendment to the Global Credit Agreement, we terminated the $600 million Senior Credit Agreement dated February 8, 2007 among ProLogis, various affiliates thereof and various lenders and agents.
A copy of the amendment to the Global Credit Agreement is filed as an exhibit to this report and is incorporated herein by reference.
In connection with the amendment to the Global Credit Agreement described above, we also amended the terms of the Security Agency Agreement. As so amended, the Security Agency Agreement has the following material revised provisions:
• The Security Agency Agreement now permits us to pledge collateral ("Specified Collateral") to the holders of certain Designated Senior Debt ("Specified DS Debt") without subjecting that collateral to the sharing arrangements with other holders of Designated Senior Debt. Specified Collateral may include any property owned by us or any of our consolidated subsidiaries, except that no property that constitutes pledged collateral for all Designated Senior Debt may become Specified Collateral. No proceeds from Specified Collateral received by any holder of Specified DS Debt will be deducted or otherwise taken into consideration when calculating the amount of proceeds to be allocated among the Credit Parties pursuant to the sharing arrangements under the Security Agency Agreement unless the holder of such Designated Senior Debt has been paid in full.

• We now may designate any series of our senior debt as "Designated Senior Debt" without so designating another series issued under the same indenture (or other instrument). We also may revoke such designation from any series of our senior debt without revoking such designation from another series.

• We now may designate any of our senior debt as "Designated Senior Debt" for a specified period of time or provide that we may not revoke such designation until a particular future date (if at all).

A copy of the amendment to the Security Agency Agreement is filed as an exhibit to this report and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits.
(c) Exhibits. The following documents have been filed as exhibits to this report and are incorporated herein by reference as described above.

Exhibit No.    Description

   10.1        Third Amendment to Global Senior Credit Agreement dated as of August 21,
               2009 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 Euro Funding Agent, Euro
               Swing Line Lender, and a Euro L/C issuer, Sumitomo Mitsui Banking
               Corporation, as a Global Co-Syndication Agent, Yen Funding Agent, KRW
               Funding Agent, and a Yen L/C Issuer, The Royal Bank of Scotland plc and
               JPMorgan Chase Bank, N.A., as Global Co-Syndication Agents, and the other
               lenders party thereto.

   10.2        Amendment and Supplement No 1 dated as of August 21, 2009 to the Amended
               And Restated Security Agency Agreement dated as of October 6, 2005 among
               Bank of America, N.A., as Global Administrative Agent on behalf of the
               Global Lenders defined therein, certain Other Creditors of ProLogis and
               Bank of America, as Collateral Agent.