Attached files
file | filename |
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8-K - FORM 8-K - PROLOGIS | d71567e8vk.htm |
EX-4.1 - EX-4.1 - PROLOGIS | d71567exv4w1.htm |
EX-4.4 - EX-4.4 - PROLOGIS | d71567exv4w4.htm |
EX-4.5 - EX-4.5 - PROLOGIS | d71567exv4w5.htm |
EX-4.3 - EX-4.3 - PROLOGIS | d71567exv4w3.htm |
EX-4.6 - EX-4.6 - PROLOGIS | d71567exv4w6.htm |
EX-10.1 - EX-10.1 - PROLOGIS | d71567exv10w1.htm |
Exhibit 4.2
Chief Executive Officers Certificate
The undersigned, on behalf of ProLogis (the Company), acting pursuant to resolutions
adopted by the Pricing Committee of the Board of Trustees (the Board) of the Company on
March 9, 2010, hereby establishes two series of Debt Securities by means of this Chief Executive
Officers Certificate in accordance with the Indenture, dated as of March 1, 1995 (the Base
Indenture, and as supplemented by the First Supplemental Indenture thereto, the Second
Supplemental Indenture thereto, the Third Supplemental Indenture thereto, the Fourth Supplemental
Indenture thereto, the Fifth Supplemental Indenture thereto, the Sixth Supplemental Indenture
thereto, the Seventh Supplemental Indenture thereto, the Eighth Supplemental Indenture thereto, the
Ninth Supplemental Indenture thereto and the Tenth Supplemental Indenture thereto, the
Indenture), between the Company and U.S. Bank National Association (successor in interest
to State Street Bank and Trust Company), as trustee (the Trustee). Capitalized terms used
but not defined in this Chief Executive Officers Certificate shall have the meanings ascribed to
them in the Indenture.
6.250% Notes due 2017
1. The series shall be entitled the 6.250% Notes due 2017 (the 2017 Notes).
2. The 2017 Notes initially shall be limited to an aggregate principal amount of $300,000,000
(except in each case for 2017 Notes authenticated and delivered upon registration of transfer of,
or in exchange for, or in lieu of, other 2017 Notes of or within the Series pursuant to Section
304, 305, 306, 906, 1107 or 1305 of the Indenture); provided, the Company may increase such
aggregate principal amount upon the action of the Board to do so from time to time.
3. The 2017 Notes shall bear interest at the rate of 6.250% per annum. The aggregate principal
amount of the 2017 Notes is payable at maturity on March 15, 2017. The interest on this Series
shall accrue from March 16, 2010 or from the most recent Interest Payment Date (as defined below)
to which interest has been paid or duly provided for. Interest on the 2017 Notes will be payable
semi-annually on March 15 and September 15 of each year (each an Interest Payment Date),
commencing on September 15, 2010. Interest shall be paid to persons in whose names the 2017 Notes
are registered on the March 1 and September 1 preceding the Interest Payment Date (each a
Regular Record Date).
4. Payment of the principal of and interest, if any, on the 2017 Notes (or Make-Whole Amount,
if applicable) will be made, the 2017 Notes may be surrendered for registration of transfer or
exchange and notices or demands to or upon the Company in respect of the 2017 Notes and the
Indenture may be served, at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, City of New York and the office of the Trustee,
initially located at 180 E. Fifth Street, 4th Floor, St. Paul, Minnesota 55101, Attention:
Corporate Trust Division.
5. The 2017 Notes may be redeemed in whole at any time or in part from time to time, at the
option of the Company, upon notice of not more than 60 nor less than 30 days prior
to the
Redemption Date, at a redemption price (the Make-Whole Amount) equal to the greater of
(1) | 100% of the principal amount of the 2017 Notes to be redeemed; or | ||
(2) | the sum of the present values of the remaining scheduled payments of principal and interest on the 2017 Notes to be redeemed (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points. |
Notwithstanding the foregoing, if the 2017 Notes are redeemed on or after December 15, 2016,
the Make-Whole Amount will be 100% of the principal amount of the 2017 Notes to be redeemed.
In each case the Company will pay accrued and unpaid interest on the principal amount being
redeemed to the Redemption Date.
The following definitions apply with respect to the Make-Whole Amount:
Comparable Treasury Issue means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining term (Remaining
Life) of the 2017 Notes to be redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the Remaining Life.
Comparable Treasury Price means, with respect to any Redemption Date, (1) the average of the
Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and
lowest Reference Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such quotations.
Independent Investment Banker means one of the Reference Treasury Dealers that the Company
appoints to act as the Independent Investment Banker from time to time.
Reference Treasury Dealer means each of Banc of America Securities LLC, Citigroup Global
Markets Inc., Goldman, Sachs & Co. and RBS Securities Inc., and their successors, and two other
firms that are primary U.S. Government securities dealers (each a Primary Treasury
Dealer) which the Company specifies from time to time; provided, however, that if any of them
ceases to be a Primary Treasury Dealer, the Company shall substitute another Primary Treasury
Dealer.
Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City
time, on the third business day preceding such Redemption Date.
Treasury Rate means, with respect to any Redemption Date, the rate per year equal to: (1)
the yield, under the heading which represents the average for the immediately preceding week,
appearing in the most recently published statistical release designated H.15(519) or any
successor publication which is published weekly by the Board of Governors of the Federal Reserve
System and which establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption Treasury Constant Maturities, for the maturity
corresponding to the Comparable Treasury Issue; provided that, if no maturity is within three
months before or after the Remaining Life of the 2017 Notes to be redeemed, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue shall be
determined and the Treasury Rate shall be interpolated or extrapolated from those yields on a
straight line basis, rounding to the nearest month; or (2) if such release (or any successor
release) is not published during the week preceding the calculation date or does not contain such
yields, the rate per year equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption
Date. The Treasury Rate shall be calculated on the third business day preceding the Redemption
Date.
6. The 2017 Notes shall not provide for any sinking fund or analogous provision. None of the
2017 Notes shall be redeemable at the option of the Holder.
7. The 2017 Notes are issuable only in registered form without coupons in denominations of
$1,000 and any integral multiple of $1,000 in excess thereof.
8. The Security Registrar and Paying Agent for the 2017 Notes shall be the Trustee.
9. The principal amount of the 2017 Notes shall be payable upon declaration of acceleration
pursuant to Section 502 of the Indenture.
10. The 2017 Notes shall be denominated in and principal of or interest on the 2017 Notes (or
Make-Whole Amount, if applicable) shall be payable in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and private debts.
11. Except as provided in paragraph 5 of this Chief Executive Officers Certificate the amount
of payments of principal of or interest on the 2017 Notes (or Make-Whole Amount, if applicable)
shall not be determined with reference to an index or formula.
12. None of the principal of or interest on the 2017 Notes (or Make-Whole Amount, if
applicable) will be payable at the election of the Company or a Holder thereof in a currency or
currencies, currency unit or units or composite currency or currencies other than that in which the
2017 Notes are denominated or stated to be payable.
13. Except as set forth in the Indenture or the Trust Indenture Act of 1939, the 2017 Notes
shall not contain any provisions granting special rights to the Holders of 2017 Notes upon the
occurrence of specified events.
14. The 2017 Notes shall not contain any deletions from, modifications of or additions to the
Events of Default or covenants of the Company contained in the Indenture (as supplemented through
the Tenth Supplemental Indenture).
15. The 2017 Notes shall be issued in the form of permanent global Securities as set forth in
Section 305 of the Indenture.
16. The 2017 Notes will not be issued in the form of Bearer Securities or temporary global
Securities.
17. Sections 1402 and 1403 of the Indenture shall be applicable to the 2017 Notes.
18. The 2017 Notes will not be issued upon the exercise of debt warrants.
19. The 2017 Notes shall not provide for the payment of Additional Amounts.
20. The other terms and conditions of the 2017 Notes shall be substantially as set forth in
the Indenture, in the Prospectus Supplement dated March 9, 2010 and in the Prospectus dated October
27, 2009 relating to the 2017 Notes.
6.875% Notes due 2020
1. The series shall be entitled the 6.875% Notes due 2020 (the 2020 Notes).
2. The 2020 Notes initially shall be limited to an aggregate principal amount of $800,000,000
(except in each case for 2020 Notes authenticated and delivered upon registration of transfer of,
or in exchange for, or in lieu of, other 2020 Notes of or within the Series pursuant to Section
304, 305, 306, 906, 1107 or 1305 of the Indenture); provided, the Company may increase such
aggregate principal amount upon the action of the Board to do so from time to time.
3. The 2020 Notes shall bear interest at the rate of 6.875% per annum. The aggregate principal
amount of the 2020 Notes is payable at maturity on March 15, 2020. The interest on this Series
shall accrue from March 16, 2010 or from the most recent Interest Payment Date to which interest
has been paid or duly provided for. Interest on the 2020 Notes will be payable semi-annually on
each Interest Payment Date, commencing on September 15, 2010. Interest shall be paid to persons in
whose names the 2020 Notes are registered on the Regular Record Date preceding the Interest Payment
Date.
4. Payment of the principal of and interest, if any, on the 2020 Notes (or Make-Whole Amount,
if applicable) will be made, the 2020 Notes may be surrendered for registration of transfer or
exchange and notices or demands to or upon the Company in respect of the 2020 Notes and the
Indenture may be served, at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, City of New York and the office of the Trustee,
initially located at 180 E. Fifth Street, 4th Floor, St. Paul, Minnesota 55101, Attention:
Corporate Trust Division.
5. The 2020 Notes may be redeemed in whole at any time or in part from time to time, at the
option of the Company, upon notice of not more than 60 nor less than 30 days prior to the
Redemption Date, at a redemption price (the Make-Whole Amount) equal to the greater of
(1) | 100% of the principal amount of the 2020 Notes to be redeemed; or | ||
(2) | the sum of the present values of the remaining scheduled payments of principal and interest on the 2020 Notes to be redeemed (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points. |
Notwithstanding the foregoing, if the 2020 Notes are redeemed on or after December 16, 2019,
the Make-Whole Amount will be 100% of the principal amount of the 2020 Notes to be redeemed.
In each case the Company will pay accrued and unpaid interest on the principal amount being
redeemed to the Redemption Date.
The following definitions apply with respect to the Make-Whole Amount:
Comparable Treasury Issue means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining term (Remaining
Life) of the 2020 Notes to be redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the Remaining Life.
Comparable Treasury Price means, with respect to any Redemption Date, (1) the average of the
Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and
lowest Reference Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such quotations.
Independent Investment Banker means one of the Reference Treasury Dealers that the Company
appoints to act as the Independent Investment Banker from time to time.
Reference Treasury Dealer means each of Banc of America Securities LLC, Citigroup Global
Markets Inc., Goldman, Sachs & Co. and RBS Securities Inc., and their successors, and two other
firms that are primary U.S. Government securities dealers (each a Primary Treasury
Dealer) which the Company specifies from time to time; provided, however, that if any of them
ceases to be a Primary Treasury Dealer, the Company shall substitute another Primary Treasury
Dealer.
Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City
time, on the third business day preceding such Redemption Date.
Treasury Rate means, with respect to any Redemption Date, the rate per year equal to: (1)
the yield, under the heading which represents the average for the immediately preceding week,
appearing in the most recently published statistical release designated H.15(519) or any
successor publication which is published weekly by the Board of Governors of the Federal Reserve
System and which establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption Treasury Constant Maturities, for the maturity
corresponding to the Comparable Treasury Issue; provided that, if no maturity is within three
months before or after the Remaining Life of the 2020 Notes to be redeemed, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue shall be
determined and the Treasury Rate shall be interpolated or extrapolated from those yields on a
straight line basis, rounding to the nearest month; or (2) if such release (or any successor
release) is not published during the week preceding the calculation date or does not contain such
yields, the rate per year equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption
Date. The Treasury Rate shall be calculated on the third business day preceding the Redemption
Date.
6. The 2020 Notes shall not provide for any sinking fund or analogous provision. None of the
2020 Notes shall be redeemable at the option of the Holder.
7. The 2020 Notes are issuable only in registered form without coupons in denominations of
$1,000 and any integral multiple of $1,000 in excess thereof.
8. The Security Registrar and Paying Agent for the 2020 Notes shall be the Trustee.
9. The principal amount of the 2020 Notes shall be payable upon declaration of acceleration
pursuant to Section 502 of the Indenture.
10. The 2020 Notes shall be denominated in and principal of or interest on the 2020 Notes (or
Make-Whole Amount, if applicable) shall be payable in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and private debts.
11. Except as provided in paragraph 5 of this Chief Executive Officers Certificate the amount
of payments of principal of or interest on the 2020 Notes (or Make-Whole Amount, if applicable)
shall not be determined with reference to an index or formula.
12. None of the principal of or interest on the 2020 Notes (or Make-Whole Amount, if
applicable) will be payable at the election of the Company or a Holder thereof in a currency or
currencies, currency unit or units or composite currency or currencies other than that in which the
2020 Notes are denominated or stated to be payable.
13. Except as set forth in the Indenture or the Trust Indenture Act of 1939, the 2020 Notes
shall not contain any provisions granting special rights to the Holders of 2020 Notes upon the
occurrence of specified events.
14. The 2020 Notes shall not contain any deletions from, modifications of or additions to the
Events of Default or covenants of the Company contained in the Indenture (as supplemented through
the Tenth Supplemental Indenture).
15. The 2020 Notes shall be issued in the form of permanent global Securities as set forth in
Section 305 of the Indenture.
16. The 2020 Notes will not be issued in the form of Bearer Securities or temporary global
Securities.
17. Sections 1402 and 1403 of the Indenture shall be applicable to the 2020 Notes.
18. The 2020 Notes will not be issued upon the exercise of debt warrants.
19. The 2020 Notes shall not provide for the payment of Additional Amounts.
20. The other terms and conditions of the 2020 Notes shall be substantially as set forth in
the Indenture, in the Prospectus Supplement dated March 9, 2010 and in the Prospectus dated October
27, 2009 relating to the 2020 Notes.
The undersigned approves in all respects the terms and conditions of the Underwriting
Agreement, dated March 9, 2010, entered into by and among Banc of America Securities LLC, Citigroup
Global Markets Inc., Goldman, Sachs & Co. and RBS Securities Inc., as representatives of the
underwriters named in Schedule A thereto and the Company.
[The remainder of this page intentionally left blank.]
Dated: March 16, 2010
PROLOGIS |
||||
By: | /s/ Walter C. Rakowich | |||
Walter C. Rakowich | ||||
Chief Executive Officer | ||||
By: | /s/ Edward S. Nekritz | |||
Edward S. Nekritz | ||||
Secretary | ||||