Exhibit 10.1

AMENDMENT NO. 1 TO AMENDED AND RESTATED

REVOLVING CREDIT AGREEMENT

This AMENDMENT NO. 1 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of June 24, 2022 (this “Amendment No. 1”), is by and among DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership (the “Borrower”), Duke Realty Corporation, an Indiana corporation (the “General Partner” and the “Guarantor”), JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (as defined below) (the “Administrative Agent”), and the Lenders party hereto. Reference is made to that certain Amended and Restated Revolving Credit Agreement, dated as of March 26, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the General Partner, the several banks, financial institutions and other entities from time to time party thereto (collectively, the “Lenders”), and the Administrative Agent. Capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement, as amended hereby.

RECITALS

WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders make certain amendments to the Credit Agreement in order to implement SOFR-based interest rates, and the Administrative Agent and the Lenders are willing to make such amendments on the terms and conditions set forth herein;

WHEREAS, pursuant to Section 2.25 of the Credit Agreement, the Borrower has requested, and the New Term Loan Lenders (as defined below) have agreed, to establish New Term Loan Commitments under the Credit Agreement on the terms and conditions set forth herein, and this Amendment No. 1 constitutes an Additional Credit Extension Amendment for purposes of providing New Term Loans in accordance with the Credit Agreement;

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION 1. AMENDMENT TO CREDIT AGREEMENT. As of the Amendment Effective Date (as defined in Section 5 hereof), the Credit Agreement is hereby amended as follows:

SECTION 1.01. Amended Credit Agreement. As of the Amendment Effective Date, the Credit Agreement (including Schedule L and Exhibit A thereto, but excluding the other Exhibits and Schedules) is hereby amended as set forth on Exhibit A attached hereto such that all of the newly inserted bold, double-underlined text (indicated textually in the same manner as the following examples: <double-underlined text> and <double-underlined text>) and any formatting changes reflected therein shall be deemed to be inserted and reflected in the text of the Credit Agreement and all of the deleted stricken text (indicated textually in the same manner as the following examples: stricken text and stricken text) shall be deemed to be deleted from the text of the Credit Agreement.

SECTION 1.02. Incremental Commitments. As of the Amendment Effective Date, each of JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association, The Bank of Nova Scotia, Regions Bank, Morgan Stanley Bank, N.A., U.S. Bank National Association, PNC Bank, National Association, Truist Bank, The Northern Trust Company and Associated Bank, National Association (the “New Term Loan Lenders”) shall have a New Term Loan Commitment in the amount set forth opposite its name in Schedule L attached hereto.

SECTION 1.03. Making of the New Term Loans. On the Amendment Effective Date, and so long as the conditions set forth in Section 2.25 of the Credit Agreement are satisfied as of such date, each New Term Loan Lender shall make a New Term Loan to the Borrower pursuant to Section 2.25 of the Credit Agreement in the amount equal to its New Term Loan Commitment and in the aggregate amount of $500,000,000. Such New Term Loans shall have the terms and provisions (including, without limitation, the maturity date) applicable to the “Initial New Term Loans” as set forth in the amended Credit Agreement attached hereto as Exhibit A. From and after the Amendment Effective Date, each reference to the Loans in the Credit Agreement shall be deemed to include the New Term Loans made by the New Term Loan Lenders.

SECTION 1.04. New Term Loan Lenders. From and after the Amendment Effective Date, each New Term Loan Lender shall be deemed to be a Lender for all purposes of the Credit Agreement, and each reference to the Lenders in the Credit Agreement shall be deemed to include the New Term Loan Lenders. Without limiting the generality of the foregoing, each New Term Loan Lender confirms its appointment of JPMorgan Chase Bank, N.A., as the Administrative Agent in accordance with Article XI of the Credit Agreement.

SECTION 1.05. Representations, Warranties and Agreements of New Term Loan Lenders. Each New Term Loan Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment No. 1 and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement and under applicable law that are required to be satisfied by it in order to become a Lender, (iii) from and after the Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of its New Term Loan Commitment and New Term Loans, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 7.1 of the Credit Agreement, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment No. 1, and (v) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment No. 1; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent or any other Lender and their Related Parties, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

SECTION 1.06. Request under Section 2.25 of Credit Agreement. This Amendment No. 1 is and shall be deemed to be for all purposes of the Credit Agreement the first and partial exercise by the Borrower of its rights under Section 2.25 of the Credit Agreement to request New Term Loan Commitments. From and after the Amendment Effective Date (and after giving effect to the New Term Loans to be made on such date), $300,000,000 of the New Term Loan Commitments and New Revolving Credit Commitments shall remain available to be requested by the Borrower pursuant to Section 2.25 of the Credit Agreement. The Administrative Agent and the Lenders hereby waive the requirement under Section 2.25 of the Credit Agreement that the Borrower provide written notice to the Administrative Agent of its request for the New Term Loan Commitments being provided under this Amendment No. 1.

SECTION 2. CONSENT TO PROLOGIS MERGER

The Borrower has informed the Administrative Agent and the Lenders that on June 11, 2022, the General Partner and the Borrower (the “Duke Realty Parties”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Prologis, Inc., a Maryland corporation (“Prologis”), Prologis, L.P., a Delaware limited partnership (“Prologis OP”), Compton Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Prologis OP (“Prologis Merger Sub” and, together with Prologis, Prologis OP and Prologis Merger Sub, the “Prologis Parties”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, (a) the General Partner will merge with and into Prologis Merger Sub (the “Duke Realty Merger”), with Prologis Merger Sub surviving the merger and remaining a wholly owned subsidiary of Prologis (the “Surviving Entity”), (b) thereafter, Prologis and the Surviving Entity will cause all of the outstanding equity interests of the Surviving Entity to be contributed to Prologis OP in exchange for the issuance by Prologis OP of partnership interests in Prologis OP to Prologis and/or its subsidiaries as directed by Prologis, and (c) thereafter, Prologis OP Merger Sub will be merged with and into the Borrower, with the Borrower surviving the merger and becoming a wholly owned subsidiary of Prologis OP (the “Partnership Merger” and, together with the Duke Realty Merger, the “Mergers”), all as more fully described in the Form 8-K filed by the General Partner and the Borrower with the Securities and Exchange Commission on June 11, 2022.

Since the consummation of the Mergers and the transactions to be effected in connection with the consummation thereof (collectively with the Mergers, the “Transactions”) are not permitted under the terms of the Credit Agreement and would result in an Event of Default under Section 8.18 of the Credit Agreement if not consented to by the Lenders in advance, the Borrower has requested that the Lenders consent to the Transactions. Accordingly, pursuant to Section 9.2 of the Credit Agreement, the undersigned Lenders hereby consent to the Transactions including permitting the Mergers under Section 7.12 of the Credit Agreement and the lack of a listing under the New York Stock Exchange as specified in Section 6.18 and 7.10 of the Credit Agreement, and agree that no Event of Default shall occur under Section 8.18 of the Credit Agreement as a result of the consummation of the Transactions, so long as the following conditions are satisfied substantially concurrently with consummation of the Transactions:

(a) the Borrower shall have caused Prologis OP to provide a guaranty of the Borrower’s obligations under the Loan Documents in replacement of the Guaranty from the General Partner, which guaranty from Prologis OP shall be substantially similar to the guaranty provided by Prologis OP under the Global Senior Credit Agreement dated as of April 15, 2021, as amended, among Prologis OP, various affiliates of Prologis OP, various lenders and agents, and Bank of America, N.A., as Global Administrative Agent (the “Prologis Global Credit Agreement”);

(b) all outstanding Revolving Loans and Competitive Bid Loans shall be repaid in full in connection with the Merger, either any Facility Letters of Credit shall have been cancelled and returned or any outstanding Facility Letter of Credit Exposure shall be cash collateralized (or otherwise addressed in a manner acceptable to the Issuing Banks), and the Borrower shall have permanently terminated all of the Revolving Credit Commitments under and with respect to the Revolving Credit Facility such that the Revolving Credit Commitments shall be reduced to zero; and

(c) the Administrative Agent and each Initial New Term Loan Lender shall have received and be satisfied with all documentation and other information concerning the Prologis Parties that the Administrative Agent or any applicable Initial New Term Loan Lender reasonably requests in order to comply with its obligations under applicable “know your customer” requirements, Sanctions laws, and Anti-Corruption Laws, including the Patriot Act and the Beneficial Ownership Regulation.

In addition, in connection with the Mergers, the Borrower has requested that the Lenders consent to the replacement of the covenants set forth in Article VII of the Credit Agreement and the related definitions with the covenants set forth in Articles X and XI and the related definitions set forth in the Prologis Global Credit Agreement, with agreed-upon adjustments to continue existing financial reporting and non-financial covenants applicable to the Borrower (the “Covenant Replacement”), replace Section 8.18 of the Credit Agreement with the Change of Control definition from the Prologis Global Credit Agreement, but retaining clause (e) of such Section 8.18 with Prologis OP being substituted for the General Partner (the “Change of Control Replacement”) and to amend the definitions of “Material Adverse Effect” and “Material Indebtedness”, Article VI, Sections 8.4, 8.6, 8.7, 8.8, 8.10, 8.11, 8.12, and 8.16 of the Credit Agreement and such other covenants and/or representations and agreements as deemed reasonably necessary by the Borrower and the Administrative Agent to substitute Prologis OP for the General Partner (collectively, the “Other Replacements”). Accordingly, pursuant to Section 9.2 of the Credit Agreement, the undersigned Lenders hereby consent to the Covenant Replacement, the Change of Control Replacement and the Other Replacements. The parties hereto agree that an amendment incorporating the Covenant Replacement, Change of Control Replacement and the Other Replacements will be entered into in a form reasonably acceptable to the Administrative Agent and the Borrower.

SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE BORROWER AND THE GENERAL PARTNER

In order to induce the Lenders and Administrative Agent to enter into this Amendment No. 1, each of the General Partner and the Borrower represents and warrants to the Lenders and the Administrative Agent as follows:

(i) It has the power and authority and legal right to execute and deliver each of this Amendment No. 1 and the Notes described in Section 5D below (collectively, the “Amendment Documents”) and to perform its obligations thereunder and under the Credit Agreement as amended by this Amendment No. 1 (as so amended, the “Amended Credit Agreement”). The execution and delivery by it of the Amendment Documents and the performance of its obligations thereunder and under the Amended Credit Agreement have been duly authorized by proper proceedings, and the Amendment Documents and the Amended Credit Agreement constitute legal, valid and binding obligations of, respectively, the General Partner or the Borrower enforceable against such entity in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity;

(ii) Neither the execution and delivery by it of the Amendment Documents, nor the consummation of the transactions therein contemplated or contemplated in the Amended Credit Agreement, nor performance of the provisions thereof or of the Amended Credit Agreement will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on, respectively, the General Partner or the Borrower or any of such entity’s Material Subsidiaries or such entity’s or any Material Subsidiary’s articles of incorporation, by-laws, certificate of limited partnership or partnership agreement or the provisions of any indenture, instrument or agreement to which such entity or any of its Material Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien in, of or on the Property of such entity or a Material Subsidiary pursuant to the terms of any such indenture, instrument or agreement other than any violation, conflict, default or creation of a Lien under any indenture, instrument or agreement which could not reasonably be expected to result in a Material Adverse Effect. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with the execution and delivery of the Amendment Documents or the performance of, or the legality, validity, binding effect or enforceability of, any of the Amendment Documents or the Amended Credit Agreement;

(iii) It is duly organized, validly existing and in good standing under the laws of the State of Indiana, with its principal place of business in Indianapolis, Indiana and is duly qualified as a foreign corporation or partnership, properly licensed (if required), in good standing and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted, except to the extent the failure to be in good standing, or to be so qualified or licensed, or have such authority, could not, in the aggregate, reasonably be expect to have a Material Adverse Effect;

(iv) Each of the representations and warranties made by the Borrower and the General Partner in or pursuant to the Loan Documents are true and correct in all material respects (or, in the case of any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language, true and correct (after giving effect to any qualification therein) in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties were true and correct in all material respects (or, in the case of any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language, true and correct (after giving effect to any qualification therein) in all respects) as of such earlier date; and

(v) No Default or Unmatured Default has occurred and is continuing on the Amendment Effective Date and after giving effect to this Amendment No. 1.

SECTION 4. REAFFIRMATION OF GUARANTY

Each of the General Partner and the undersigned Subsidiary Guarantors has read this Amendment No. 1 and consents to the terms hereof and further hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment No. 1, the obligations of the General Partner and such Subsidiary Guarantor under each of the Loan Documents to which the General Partner and such Subsidiary Guarantor is a party shall not be impaired and each of the Loan Documents to which the General Partner and such Subsidiary Guarantor is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects, and shall extend to the New Term Loans made hereunder.

Each of the General Partner, the Subsidiary Guarantors and the Borrower hereby acknowledges and agrees that each reference to the “Credit Agreement” in the defined term “Obligations” under, and as defined in, the Amended and Restated Guaranty and each Subsidiary Guaranty, each dated as of March 26, 2021, by and among the General Partner, the Subsidiary Guarantors, and the Administrative Agent will be understood to refer to the Credit Agreement (as amended hereby).

SECTION 5. CONDITIONS TO EFFECTIVENESS

This Amendment No. 1 shall become effective as of the date hereof (the “Amendment Effective Date”), subject to the satisfaction (or waiver by the Administrative Agent and each Lender) of the following conditions precedent:

A. the Borrower, the General Partner, each Subsidiary Guarantor, the Administrative Agent, and each Lender (including each New Term Loan Lender) shall have indicated their consent hereto by the execution and delivery of the signature pages hereof to the Administrative Agent;

B. the Administrative Agent shall have received a certificate of a Authorized Officer of the Borrower and the General Partner (i) either confirming that there have been no changes to their organizational documents since March 26, 2021, or if there have been changes to their organizational documents since such date, certifying as to such changes, and (ii) certifying as to authorizing resolutions, good standing and incumbency of officers with respect to this Amendment No. 1 and the transactions contemplated hereby;

C. the Administrative Agent shall have received all reasonable, documented out-of-pocket costs and expenses incurred in connection with this Amendment No. 1 for which the Borrower is responsible pursuant to Section 10.6 of the Credit Agreement and for which invoices have been presented at least one Business Day prior to the Amendment Effective Date (including the reasonable fees and expenses of legal counsel to the Administrative Agent for which the Borrower agrees it is responsible pursuant to Section 10.6 of the Credit Agreement);

D. execution and delivery to the Administrative Agent of a Note made by the Borrower in favor of each New Term Loan Lender that requests a Note in an amount equal to its New Term Loan Commitment hereunder;

E. delivery to the Administrative Agent by Alston & Bird LLP, as counsel to the Borrower and the General Partner, of an opinion addressed to the Lenders and the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent;

F. payment by the Borrower of any compensation agreed upon in writing by the Borrower to the New Term Loan Lenders and the Administrative Agent due and payable on the Amendment Effective Date in respect of the New Term Loan Commitments;

G. each of the representations and warranties made by the Borrower in or pursuant to the Loan Documents are true and correct in all material respects (or, in the case of any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language, true and correct (after giving effect to any qualification therein) in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties were true and correct in all material respects (or, in the case of any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language, true and correct (after giving effect to any qualification therein) in all respects) as of such earlier date;

H. both before and after giving effect to the New Term Loan Commitments (1) no Default shall exist on the Amendment Effective Date before or after giving effect to the New Term Loan Commitments; (2) both before and after giving effect to the making of any New Term Loans, each of the conditions set forth in Section 5.2 of the Credit Agreement shall be satisfied, unless waived by each New Term Loan Lender; and (3) the Borrower shall be in pro forma compliance with the covenants set forth in Section 7.20 of the Credit Agreement after giving effect to such New Term Loan Commitments as of the last day of the most recently ended fiscal quarter for which a compliance certificate has been delivered pursuant to Section 7.1(v) of the Credit Agreement; and

I. the Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower certifying that the conditions contained in Section 5H above have been satisfied.

SECTION 6. MISCELLANEOUS

A. Reference to and Effect on the Credit Agreement and the Other Loan Documents.

(i) On and after the effective date of this Amendment No. 1, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Amended Credit Agreement. This Amendment No. 1 shall be deemed to be a “Loan Document” and an “Additional Credit Extension Amendment” under the Credit Agreement.

(ii) Except as specifically amended by this Amendment No. 1, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

(iii) The execution, delivery and performance of this Amendment No. 1 shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender under the Credit Agreement or any of the other Loan Documents.

B. Headings. Section and subsection headings in this Amendment No. 1 are included herein for convenience of reference only and shall not constitute a part of this Amendment No. 1 for any other purpose or be given any substantive effect.

C. Applicable Law. THIS AMENDMENT NO. 1 AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

D. Counterparts; Effectiveness. This Amendment No. 1 may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. Delivery of an executed counterpart of a signature page to this Amendment No. 1 by telecopy or other electronic means in accordance with Section 15.2 of the Credit Agreement shall be effective as delivery of a manually executed counterpart of this Amendment No. 1.

E. Jurisdictions; Immunities; Waiver of Jury Trial. The provisions of Sections 10.13 and 10.14 of the Credit Agreement shall apply to this Amendment No. 1 and are hereby incorporated by reference.

F. Successors. The provisions of this Amendment No. 1 shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.


BORROWER:	DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership

	By:	DUKE REALTY CORPORATION, an Indiana corporation, its General Partner

	By:	/s/ Mark A. Denien
		Name:	Mark A. Denien
		Title:	Executive Vice President and Chief Financial Officer

GENERAL PARTNER:	DUKE REALTY CORPORATION, an Indiana corporation

	By:	/s/ Mark A. Denien
		Name:	Mark A. Denien
		Title:	Executive Vice President and Chief Financial Officer

DUKE REALTY CORP 8-K