Item 1.01. Entry into a Material Definitive Agreement.
On October 1, 2009, ProLogis executed and delivered the Ninth Supplemental Indenture (the "Ninth Supplemental Indenture") between ProLogis and U.S. Bank National Association, as trustee (the "Trustee"). The Ninth Supplemental Indenture effects the following amendments with respect to the Securities (as defined below): (i) amends and supplements the covenants set forth in Section 1004 (Limitations on Incurrence of Debt) of the Indenture, dated as of March 1, 1995, between ProLogis and the Trustee (the "Base Indenture") (as amended by the First Supplemental Indenture, dated as of February 9, 2005, between ProLogis and the Trustee) and certain related defined terms set forth in Section 101 (Definitions) of the Base Indenture; (ii) amends clauses (5) and (6) of
Section 501 (Events of Default) of the Base Indenture to change the references therein from $10,000,000 to $50,000,000; (iii) deletes in their entirety or renders inapplicable the covenants set forth in Section 2.1 (Limitations on Incurrence of Debt) and Section 2.3 (Events of Default) of the Second Supplemental Indenture, dated as of November 2, 2005, between ProLogis and the Trustee (the "Second Supplemental Indenture"), which are applicable only to those Securities that are subject to the Second Supplemental Indenture; and
(iv) deletes in their entirety or renders inapplicable the covenants set forth in Section 2.1 (Limitations on Incurrence of Debt) and Section 2.3 (Events of Default) of the Seventh Supplemental Indenture, dated as of May 7, 2008, between ProLogis and the Trustee (the "Seventh Supplemental Indenture"), which are applicable only to those Securities that are subject to the Seventh Supplemental Indenture. In connection with the Ninth Supplemental Indenture, ProLogis successfully solicited consents (the "Solicitation") of record holders of $2.96 billion outstanding principal amount of its debt securities, as set forth below (the "Securities"). The Ninth Supplemental Indenture was entered into following receipt of the consent of record holders of not less than a majority in principal amount of: (i) the outstanding Securities voting as a single class;
(ii) the outstanding Securities subject to the Second Supplemental Indenture voting as a single class; and (iii) the outstanding Securities subject to the Seventh Supplemental Indenture voting as a single class. The Ninth Supplemental Indenture will become operative upon ProLogis's payment of the consent fee pursuant to the Solicitation. Debt securities for which consents were solicited (the "Securities"):

Description of Securities CUSIP No. Principal Amount Outstanding 5.25% Senior Notes due 2010 743410AH5 $ 190,278,000 5.50% Senior Notes due 2012 743410AK8 280,788,000 5.50% Senior Notes due 2013 743410AE2 262,066,000 7.81% Senior Notes due 2015 81413WAA8 100,000,000 9.34% Senior Notes due 2015 814138AB9 30,000,000 5.625% Senior Notes due 2015 743410AJ1 400,000,000 5.75% Senior Notes due 2016 743410AL6 400,000,000 8.65% Senior Notes due 2016 814138AJ2 50,000,000 5.625% Senior Notes due 2016 743410AN2 550,000,000 7.625% Senior Notes due 2017 814138AK9 100,000,000 6.625% Senior Notes due 2018 743410AT9 600,000,000 Total $ 2,963,132,000

The Ninth Supplemental Indenture is attached hereto as Exhibit 4.1. The foregoing description of the Ninth Supplemental Indenture is qualified in its entirety by reference to the full text of the Ninth Supplemental Indenture, which is incorporated herein by reference.
Item 3.03. Material Modification to the Rights of Security Holders.
The information provided in Item 1.01 is incorporated by reference.

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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following document has been filed as an exhibit to this report and is incorporated by reference herein as described above.

Exhibit No. Description of Exhibit 4.1 Ninth Supplemental Indenture, dated as of October 1, 2009, between ProLogis and U.S. Bank National Association, as trustee.

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