Exhibit
25.1
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
Form T-1
STATEMENT OF ELIGIBILITY
UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)
U.S. BANK NATIONAL
ASSOCIATION
(Exact name of Trustee as
specified in its charter)
31-0841368
I.R.S.
Employer Identification No.
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800 Nicollet Mall
Minneapolis, Minnesota
(Address of principal
executive offices)
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55402
(Zip Code)
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Beverly
A. Freeney
U.S. Bank National Association
100 Wall Street, Suite 1600
New York, New York 10005
(212) 361-2893
(Name,
address and telephone number of agent for
service)
Prologis, L.P.
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Delaware
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94-3285362
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(State or other jurisdiction
of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Prologis, Inc.
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Maryland
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94-3281941
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(State or other jurisdiction
of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Pier 1, Bay 1, San Francisco, California
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94111
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(Address of Principal Executive
Offices)
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(Zip Code)
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Debt Securities
(Title of the indenture
securities)
FORM T-1
Item 1. GENERAL
INFORMATION. Furnish
the following information as to the Trustee.
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a)
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Name and address of each examining or supervising authority
to which it is subject.
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Comptroller of the Currency
Washington, D.C.
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b)
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Whether it is authorized to exercise corporate trust
powers.
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Yes
Item 2. AFFILIATIONS
WITH
OBLIGOR. If
the obligor is an affiliate of the Trustee, describe each such
affiliation.
None
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Items 3-15
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Items 3-15
are not applicable because to the best of the Trustee’s
knowledge, the obligor is not in default under any Indenture for
which the Trustee acts as Trustee.
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Item 16. LIST
OF
EXHIBITS: List
below all exhibits filed as a part of this statement of
eligibility and qualification.
1. A copy of the Articles of Association of the
Trustee.*
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2.
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A copy of the certificate of authority of the Trustee to
commence business, attached as Exhibit 2.
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3.
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A copy of the certificate of authority of the Trustee to
exercise corporate trust powers, attached as Exhibit 3.
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4.
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A copy of the existing bylaws of the Trustee.**
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5.
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A copy of each Indenture referred to in Item 4. Not
applicable.
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6.
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The consent of the Trustee required by Section 321(b) of
the Trust Indenture Act of 1939, attached as Exhibit 6.
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7.
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Report of Condition of the Trustee as of June 30, 2011
published pursuant to law or the requirements of its supervising
or examining authority, attached as Exhibit 7.
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* Incorporated by reference to Exhibit 25.1 to
Amendment No. 2 to registration statement on
S-4,
Registration Number
333-128217
filed on November 15, 2005.
** Incorporated by reference to Exhibit 25.1 to
registration statement on
S-4,
Registration
Number 333-166527
filed on May 5, 2010.
2
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of
1939, as amended, the Trustee, U.S. BANK NATIONAL
ASSOCIATION, a national banking association organized and
existing under the laws of the United States of America, has
duly caused this statement of eligibility and qualification to
be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York, State of New York on
the 28th of September, 2011.
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By:
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/s/ Beverly
A. Freeney
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Beverly A. Freeney
Vice President
3
Exhibit 2
Comptroller of the Currency
Administrator of National Banks
Washington, DC 20219
CERTIFICATE
OF CORPORATE EXISTENCE
I, John Walsh, Acting Comptroller of the Currency, do hereby
certify that:
1. The Comptroller of the Currency, pursuant to Revised
Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as
amended, has possession, custody and control of all records
pertaining to the chartering, regulation and supervision of all
National Banking Associations.
2. “U.S. Bank National Association,”
Cincinnati, Ohio, (Charter No. 24), is a National Banking
Association formed under the laws of the United States and is
authorized thereunder to transact the business of banking on the
date of this Certificate.
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IN TESTIMONY WHERE OF, I have
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hereunto subscribed my name and caused
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my seal of office to be affixed to these
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presents at the Treasury Department, in the
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City of Washington and District of
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Columbia, this September 9, 2010.
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 Acting Comptroller of the Currency
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4
Exhibit 3
Comptroller of the Currency
Administrator of National Banks
Washington, DC 20219
CERTIFICATE
OF FIDUCIARY POWERS
I, John Walsh, Acting Comptroller of the Currency, do hereby
certify that:
1. The Comptroller of the Currency, pursuant to Revised
Statutes 324, et seq., as amended, 12 U.S.C. I, et
seq., as amended, has possession, custody and control of all
records pertaining to the chartering, regulation and supervision
of all National Banking Associations.
2. “U.S. Bank National Association,”
Cincinnati, Ohio, (Charter No. 24), was granted, under the
hand and seal of the Comptroller, the right to act in all
fiduciary capacities authorized under the provisions of the Act
of Congress approved September 28, 1962, 76 Stat.668,
12 U.S.C. 92 a, and that the authority so granted remains
in full force and effect on the date of this Certificate.
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IN TESTIMONY WHERE OF, I have
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hereunto subscribed my name and caused
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my seal of office to be affixed to these
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presents at the Treasury Department, in the
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City of Washington and District of
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Columbia, this September 9, 2010.
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Acting Comptroller of the Currency
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5
Exhibit 6
CONSENT
In accordance with Section 321(b) of the
Trust Indenture Act of 1939, the undersigned,
U.S. BANK NATIONAL ASSOCIATION hereby consents that reports
of examination of the undersigned by Federal, State, Territorial
or District authorities may be furnished by such authorities to
the Securities and Exchange Commission upon its request therefor.
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By:
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/s/ Beverly
A. Freeney
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Beverly A. Freeney
Vice President
Dated: September 28, 2011
6
Exhibit 7
U.S. Bank
National Association
Statement
of Financial Condition
As of
6/30/2011
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6/30/2011
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($000’s)
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Assets
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Cash and Balances Due From Depository Institutions
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$
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15,249,371
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Securities
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63,952,096
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Federal Funds
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15,876
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Loans & Lease Financing Receivables
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190,017,874
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Fixed Assets
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5,231,718
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Intangible Assets
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13,050,819
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Other Assets
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22,581,835
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Total Assets
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$
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310,099,589
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Liabilities
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Deposits
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$
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218,820,466
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Fed Funds
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7,695,079
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Treasury Demand Notes
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0
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Trading Liabilities
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550,498
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Other Borrowed Money
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33,124,842
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Acceptances
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0
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Subordinated Notes and Debentures
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7,679,246
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Other Liabilities
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8,693,748
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Total Liabilities
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$
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276,563,879
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Equity
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Minority Interest in Subsidiaries
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$
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1,821,732
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Common and Preferred Stock
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18,200
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Surplus
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14,136,872
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Undivided Profits
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17,558,906
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Total Equity Capital
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$
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33,535,710
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Total Liabilities and Equity Capital
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$
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310,099,589
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7
