Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
OnJuly 10, 2020 ,Prologis Marunouchi Finance Investment Limited Partnership , a Japanese toshi jigyo yugen sekinin kumiai and a subsidiary ofPrologis, Inc. ("Prologis"), as the initial borrower, andPrologis, L.P. ("Operating Partnership"), as guarantor, entered into the Sixth Amended and Restated Revolving Credit Agreement (the "Yen Revolver") with various lenders andSumitomo Mitsui Banking Corporation , as Administrative Agent. Pursuant to the Yen Revolver, the borrowers thereunder may obtain loans and/or procure the issuance of letters of credit on a revolving basis in an aggregate amount not exceedingJPY55.0 billion .The Operating Partnership may increase the availability under the Yen Revolver to an amount not exceedingJPY 75.0 billion by adding additional lenders to the facility or obtaining the agreement of existing lenders to increase their commitments. The Yen Revolver is scheduled to mature onJuly 10, 2024 , but theOperating Partnership may, at its option and subject to payment of an extension fee, extend the maturity date of the Yen Revolver for one year (toJuly 10, 2025 ). Pricing under the Yen Revolver, including the spread over LIBOR and the rates applicable to facility fees and letter of credit fees, varies based upon the public debt ratings of theOperating Partnership as in effect from time to time. As of the closing date, the spread was 40 basis points. The Yen Revolver contains customary representations, covenants (including certain financial tests applicable to theOperating Partnership ) and defaults (including a cross-acceleration to other recourse indebtedness of more thanUSD150,000,000 ). Concurrently with the effectiveness of the Yen Revolver,Prologis Japan Finance Investment Limited Partnership and theOperating Partnership became borrowers under the Yen Revolver pursuant to joinder agreements. Additional subsidiaries of theOperating Partnership may become borrowers under the Yen Revolver from time to time.The Operating Partnership has unconditionally guaranteed all obligations of each other borrower under the Yen Revolver. Pursuant to the terms of the Yen Revolver,Prologis is not required to guarantee the obligations of the borrowers under the Yen Revolver unlessPrologis incurs any indebtedness that is not in existence as of the date of the Yen Revolver or guarantees any indebtedness that is not guaranteed byPrologis as of the date of the Yen Revolver. The Yen Revolver and Guaranty of Payment have been included herewith as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference. Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following documents have been filed as exhibits to this report and are incorporated by reference herein as described above.
Exhibit No. Description 10.1 Sixth Amended and Restated Revolving Credit Agreement, dated as ofJuly 10, 2020 , amongPrologis Marunouchi Finance Investment Limited Partnership , as initial borrower,Prologis, L.P. , as guarantor, the lenders listed on the signature pages thereof, andSumitomo Mitsui Banking Corporation , as Administrative Agent. 10.2 Guaranty of Payment, dated as ofJuly 10, 2020 , betweenPrologis, L.P. , as guarantor, andSumitomo Mitsui Banking Corporation , as Administrative Agent, for the banks that are from time to time parties to the Sixth Amended and Restated Revolving Credit Agreement. 104 Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document)
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