Exhibit 10.29
 
  ProLogis
  Reco China Logistics Pte Ltd
 MASTER IMPLEMENTATION AGREEMENT
   (i)
    
    PRC Holdco(ii)
(iii)
(iv)
    
    the Japan Trusts
Master Lessees
Barbados Managementco(v)
    
    HK Managementco(vi)
    
    Barbados Targetcos(vii)
    
    Targetco Notes(each as defined herein)
 ALLEN & GLEDHILL LLP
ONE MARINA BOULEVARD #28-00
SINGAPORE 018989




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TABLE OF CONTENTS
 Contents
    
    
    
    Page1.
    
    Definitions and Interpretation
    
    - 2 -2.
    
    Agreement to Sell the Specified Interests
    
    - 5 -3.
    
    Consideration
    
    - 5 -4.
    
    Conditions
    
    - 7 -5.
    
    Asset Management
    
    - 7 -6.
    
    Actions Pending Completion
    
    - 8 -7.
    
    Completion
    
    - 10 -8.
    
    Warranties
    
    - 11 -9.
    
    Restrictions on ProLogis and RECO
    
    - 19 -10.
    
    Whole Agreement
    
    - 20 -11.
    
    Other Provisions
    
    - 21 -Schedule 1
    
    TMKs, Japan Projects and Master Lessees
    
    
    26Schedule 2
    
    Japan Trusts Interests
    
    
    27Schedule 3
    
    Barbados Holdcos, Barbados Targetcos, Barbados
Managementco, PRCcos and Pipeline PRC Projects
    
    
    28Schedule 4
    
    Targetco Notes
    
    
    29Schedule 5
    
    Allocation of Aggregate Consideration
    
    
    30Schedule 6
    
    Completion Obligations
    
    
    31Schedule 7
    
    TMK Bondholders and TMK Lenders
    
    
    32Schedule 8
    
    Warranties given by ProLogis under Clause 8
    
    
    33Schedule 9
    
    Written Information Provided to RECO
    
    
    34Schedule 10
    
    Disclosure Schedule
    
    
    35Schedule 11
    
    Assets of the PRC Managementco
    
    
    36Schedule 12
    
    Japan Asset Management Termination Fee
    
    
    37




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This Agreement is made on 23 December 2008 between:
 (1)
    
    ProLogis, a Maryland real estate investment trust whose principal place of business is at
4545 Airport Way, Denver, Colorado USA 80239 (ProLogis); and(2)
    
    Reco China Logistics Pte Ltdwhose registered office is at 168 Robinson Road, #37-01 Capital
Tower, Singapore 068912 (RECO).
 Whereas:
 (A)
    
    RECO and ProLogis have via their Affiliates (as defined below) invested in warehouse,
logistical or distribution facilities in Japan through (i) an English law trust known as The
PLD/Reco Japan TMK Property Trust (JF1) pursuant to a trust deed dated 11 June 2002, (ii) a
Singapore law trust known as The ProLogis Japan Properties Trust (JF2) pursuant to a trust
deed dated 1 September 2005, and (iii) another Singapore law trust known as The ProLogis
Japan Properties Trust (2) (JF3) pursuant to a trust deed dated 21 September 2007,
(collectively, the Japan Trusts and each, a Japan Trust).(B)
    
    JF1 owns directly, and each of JF2 and JF3 owns, through one or more private limited
companies incorporated in Singapore (each, a Singco) by the relevant trustees and held by
the relevant Japan Trust, all of the common equity in Tokutei Mokuteki Kaisha(TMK) vehicles
that own directly or indirectly warehouse, logistical or distribution facilities in Japan
(collectively, the Japan Projects). In connection with each Japan Project, there are
Affiliates of ProLogis which currently act as the master lessees of certain Japan Projects
(each, a Master Lessee). Details of each TMK and the relevant Japan Project that it owns, as
well as the relevant Master Lessee for such Project, are particularised in Schedule 1 of this
Agreement.(C)
    
    RECO and ProLogis currently own via their Affiliates, an 80 per cent. and 20 per cent.
interest respectively in each of the Japan Trusts, represented by (i) shares issued by the
relevant TMK (in the case of JF1), (ii) shares issued by the relevant Singcos (in the case of
JF2 and JF3), (iii) priority instruments (yusan shushi) issued by the relevant TMK (in the
case of JF1, JF2 and JF3), (iv) (in the case of JF1) shares issued by ProLogis Shinkiba YK,
ProLogis Parc Urayasu YK, ProLogis Parc Shinsuna YK and ProLogis Parc Urayasu Two YK (each, a
Fund YK) and (v) the beneficiary interest in the trust property of each Japan Trust ((i),
(ii), (iii), (iv) and (v) collectively, the Japan Trusts Interests). Details of the Japan
Trusts Interests, as well as the relevant holders thereof, are particularised in Schedule 2 of
this Agreement.(D)
    
    RECO and ProLogis have directly or via their Affiliates, also established and invested in
ProLogis China Investment Holding I Limited, an exempted company incorporated in the Cayman
Islands (PRC Holdco), as a vehicle that has invested, via intermediate vehicles, in
warehouse, logistics and distribution facilities (the PRC Projects) in the Peoples Republic
of China (PRC).(E)
    
    RECO and ProLogis currently own directly or via their Affiliates, a 67 per cent. and 33 per
cent. interest respectively in PRC Holdco.(F)
    
    In addition, ProLogis currently has Affiliates established in Barbados (the Barbados
Holdcos) each of which, apart from the Barbados Managementco (as defined below), has a
wholly-owned subsidiary in Barbados (the Barbados Targetcos) which owns directly or
indirectly one or more entities in PRC (either wholly or on a co-ownership basis with third
parties) (PRCcos) which in turn own warehouse, logistics and distribution facilities and
land, or rights to acquire such facilities and land in PRC (collectively, the Pipeline PRC
Projects). Details of the Barbados Holdcos, Barbados Targetcos, Barbados Managementco, PRCcos
as well as the Pipeline PRC Projects are particularised in Schedule 3 of this Agreement.
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(G)
    
    The Barbados Targetcos as set forth in Schedule 4 of this Agreement have borrowed the amounts
set forth opposite its name in Schedule 4 of this Agreement from ProLogis in the agreed form
of promissory notes (the Targetco Notes), as more fully described therein.(H)
    
    ProLogis has agreed to procure the sale by its Affiliates of, and RECO has agreed to procure
the purchase by it or its Affiliates of, (i) ProLogis or its Affiliates 33 per cent.
interest in PRC Holdco, including the PRC Projects; (ii) ProLogis or its Affiliates 20 per
cent. interest in all of the Japan Trusts, including the Japan Trusts Interests and the Japan
Projects, (iii) ProLogis or its Affiliates entire interest in the Master Lessees, (iv)
ProLogis or its Affiliates entire interest in the Barbados Managementco, the PRC
Managementco and the HK Managementco (as defined below); (v) ProLogis or its Affiliates
entire interests in all of the Barbados Targetcos, including the PRCcos and Pipeline PRC
Projects and (vi) ProLogis entire interest in the Targetco Notes ((i) to (vi) collectively,
the Specified Interests), on the terms and subject to the conditions set out in this
Agreement.
 It is agreed
 1.
    
    Definitions and Interpretation1.1
    
    InterpretationIn this Agreement, unless the context otherwise requires, the provisions in this Clause 1
apply:Affiliate means with respect to any Entity, any other Entity that, directly or indirectly,
through one or more intermediaries, controls, is controlled by or is under common control
with such Entity, and in the case of RECO, shall also include an Entity in which RECO holds
at least 50 per cent. of the issued share capital of that Entity. For the purposes of this
definition, control means, when used with respect to any Entity, the possession, directly
or indirectly, of the power to direct or cause the direction of the management and policies
of such Entity, whether through the ownership of voting securities, by contract, or
otherwise, and the terms controlling and controlled have correlative meanings.agreed terms means, in relation to a document, such document in the terms agreed between
the Parties and signed for identification by or on behalf of RECO and ProLogis with such
alterations as may be agreed in writing between the Parties from time to time for any reason
(including, without limitation, alterations to take account of any changes between the date
of this Agreement and Completion);Asset Management Agreements means the Asset Management Agreements relating to each of the
Japan Projects;Barbados Managementco means ProLogis China Management Holding SRL, a Barbados company and
Affiliate of ProLogis, which is the sole shareholder of PRC Managementco;Business Day means a day on which commercial banks are open for business in Singapore and
the United States of America (excluding Saturdays, Sundays and public holidays);Buyer Indemnitees means, collectively, RECO and its Affiliates and its and their officers,
directors and agents;Companies Act means the Companies Act, Chapter 50 of Singapore;Completion means the completion of the sale and purchase of the Specified Interests
pursuant to Clause 7;
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Completion Date means the date falling seven Business Days following fulfillment or waiver
of the conditions set out in Clause 4.1 (or such other date as may be agreed in writing
between RECO and ProLogis);Encumbrance means any claim, charge (whether fixed or floating), mortgage, security, lien,
option, attachment, foreclosure, equity, power of sale or hypothecation, buyback, redemption
or similar rights, title retention, conditional sale agreement, restriction as to transfer,
subordination to any other right, assignment of receivables, debenture, pledge, right to
acquire, pre-emptive or other similar right, right of first refusal or any other encumbrance
or condition whatsoever or other security interest;Entity means any person, corporation, partnership (general or limited), limited liability
company, joint venture, association, joint stock company, trust or other business entity or
organisation;HK Managementco means Logistics Star Management Limited;Indemnifying Party means a Party required to provide indemnification under Clause 8.8;Indemnitee means a Party entitled to indemnification under Clause 8.8;Intellectual Property means trade marks, service marks, trade names, domain names,
logos, get-up, patents, inventions, registered and unregistered design rights, copyrights,
semi-conductor topography rights, database rights and all other similar rights in any part
of the world (including Know-how) including, without limitation, where such rights are
obtained or enhanced by registration, any registration of such rights and applications and
rights to apply for such registrations;Investment Management Agreements means the Investment Management Agreements relating
to each of the Japan Trusts;Japan Termination Deed means the deeds and instruments to be entered into amongst the
relevant parties to each of the Japan Trusts in the agreed form, to terminate the Japan
Trusts and to effect the sale and purchase of the Japan Trusts Interests;Know-how means confidential and/or proprietary industrial and commercial information and
techniques in any form including, without limitation, drawings, formulae, test results,
reports, project reports and testing procedures, instruction and training manuals, tables of
operating conditions, market forecasts, and lists and particulars of customers and
suppliers;License Agreement means the agreement to be entered into between ProLogis and PRC Holdco
in the agreed form to effect the licensing to and use by RECO and its Affiliates of certain
intellectual property of ProLogis as more fully described therein;Losses means all losses, liabilities, costs (including, without limitation, legal costs),
charges, expenses, actions, proceedings, claims and demands;Parties means ProLogis and RECO;Payment Account Details means, in relation to any payment to be made under or pursuant to
this Agreement, the name, account number, sort code, account location and other details
specified by the payee and necessary to effect payment to the payee;Projects means the Japan Projects, the PRC Projects and/or the Pipeline PRC Projects;ProLogis Identified Employees means persons identified and described as such and agreed to
in writing between the Parties;
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PRC Managementco means ProLogis Investment Management (China) Co. Ltd
(CHINESE CHARACTER) a PRC company and an Affiliate of ProLogis which
operates and manages the PRC Projects and Pipeline PRC Projects;RECO Identified Employees means persons identified and described as such and agreed to in
writing between the Parties;Seller Indemnitees means collectively, ProLogis and its Affiliates and its and their
officers, directors and agents;Specified ProLogis Affiliates means each Barbados Targetco, Greenfields Properties Ltd
(Cayman) (GPL), each PRCco, each TMK, each Singco, the PRC Holdco, each Master Lessee, the
Barbados Managementco, the HK Managementco and the PRC Managementco;Tax Deed of Covenant means the deed of
covenant against Taxation between ProLogis and
RECO in the agreed form;Taxation and Transaction have the meanings respectively given to them in the Tax Deed of
Covenant;TMK Bondholders means the entities listed and described as such in Schedule 7 of this
Agreement;TMK Lenders means the entities listed and described as such in Schedule 7 of this
Agreement;Transaction Documents means (i) the Japan Termination Deed; (ii) the Licence Agreement;
and (iii) the Tax Deed of Covenant;United States Dollar(s) and the sign US$ mean the lawful currency of the United States
of America; andWarranties means the representations and warranties set out in Schedules 8A to 8G, and
Warranty means any one of them.1.2
    
    Subsidiary LegislationReferences to a statutory provision include any subsidiary legislation made from time to
time under that provision which is in force at the date of this Agreement.1.3
    
    Modification etc. of StatutesReferences to a statute or statutory provision include that statute or provision as from
time to time modified, re-enacted or consolidated, whether before or after the date of this
Agreement, so far as such modification, re-enactment or consolidation applies or is capable
of applying to any transaction entered into in accordance with this Agreement prior to
Completion and (so far as liability thereunder may exist or can arise) shall include also
any past statute or statutory provision (as from time to time modified, re-enacted or
consolidated) which such statute or provision has directly or indirectly replaced.1.4
    
    Companies ActThe words holding company and subsidiary shall have the same meanings in this Agreement
as their respective definitions in the Companies Act.1.5
    
    Interpretation ActThe Interpretation Act, Chapter 1 of Singapore shall apply to this Agreement in the same way
as it applies to an enactment.
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1.6
    
    Clauses, Schedules, Appendices etc.References to this Agreement include any Recitals, Schedules to and Appendices of it and
references to Clauses, Schedules and Appendices are to the clauses of, schedules to, and
appendices of, this Agreement. References to paragraphs are to paragraphs of the Schedules.1.7
    
    InformationAny reference to books, records or other information means books, records or other
information in any form including, without limitation, paper, electronically stored data,
magnetic media, film and microfilm.1.8
    
    HeadingsHeadings shall be ignored in construing this Agreement.2.
    
    Agreement to Sell the Specified Interests2.1
    
    Sale of Specified InterestsProLogis agrees to procure the sale by its Affiliates of, and RECO, relying on (among other
things) the several representations, warranties and undertakings contained in this
Agreement, including the Warranties, agrees to procure the purchase by it or its Affiliates
of, the Specified Interests free from all Encumbrances and together with all rights and
advantages attaching to them as at Completion.2.2
    
    Execution of Japan Termination DeedProLogis and RECO shall procure the entry by their respective Affiliates into the Japan
Termination Deed prior to Completion, on the agreement and understanding that completion
under each Transaction Document (other than obligations that are expressed to be effected
following Completion) shall take place contemporaneously with one another and with
Completion, in the order and sequence set out in Schedules 6A to 6E.2.3
    
    Performance of ObligationsIn furtherance of the intention set out in Clause 2.1, ProLogis undertakes to RECO to
procure and ensure the due performance and discharge of the duties, obligations and
undertakings of each of its Affiliates under the Transaction Documents.3.
    
    Consideration3.1
    
    AmountThe initial consideration for the purchase of the Specified Interests shall be the cash sum
of US$1.3 billion, plus or minus the Adjustment Amount (as defined below), (the Aggregate
Consideration).3.2
    
    Allocation and Satisfaction of Aggregate Consideration
 3.2.1
    
    The Aggregate Consideration shall be apportioned and allocated as set out in
Schedule 5 of this Agreement. ProLogis acknowledges, confirms and agrees with RECO that
payment by RECO or its Affiliates to ProLogis of the Aggregate Consideration pursuant
to the terms of this Agreement shall satisfy and discharge in full the payment
obligations of the relevant Affiliate of RECO owing to the relevant Affiliate of
ProLogis.
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3.2.2
    
    ProLogis shall defend, indemnify and hold harmless RECO and its Affiliates
from and against, and shall pay or reimburse them for, all and any Losses which RECO
and/or any of its Affiliates may at any time and from time to time sustain, incur or
suffer by reason of (i) any claim by the relevant Affiliates of ProLogis against RECO
and/or its Affiliates arising out of, in connection with or relating to the payment of
the Aggregate Consideration, and/or (ii) any clawback, retransfer, avoidance of
fraudulent transfers or other similar event affecting any or all of the Specified
Interests in the event of any Affiliate of ProLogis going into liquidation, judicial
management, winding up, scheme of arrangement, insolvency, reorganization, moratorium,
or a bankruptcy order being issued in relation to such Affiliate or any similar or
analogous event affecting such Affiliate.
 3.3
    
    Method of PaymentWherever in this Agreement provision is made for the payment by one Party to another, such
payment shall be effected by crediting for same day value the account specified in the
Payment Account Details of the Party entitled to the payment (as notified in writing to the
paying Party at least seven Business Days in advance) by way of telegraphic transfer on or
before the due date for payment unless the Parties otherwise agree in writing.3.4
    
    Adjustment AmountThe Parties acknowledge and agree that in the event that between 1 November 2008 up to the
date falling seven Business Days prior to Completion (i) ProLogis or its Affiliates injects
additional equity or debt capital into any of the Barbados Targetcos, GPL, PRCcos, Barbados
Managementco, HK Managementco or PRC Managementco (without double-counting and excluding
therefore any injection of capital between any of these Entities as well as any such amount
injected to discharge any payments relating to severance, stock option plans and/or bonuses
for 2008 for any employees or secondees of such Entities), and/or (ii) any dividend or other
distributions are declared, made or paid by any of the Barbados Targetcos, GPL, PRCcos,
Barbados Managementco, HK Managementco or PRC Managementco to any Entity which is not itself
a Specified ProLogis Affiliate, the amount of such additional capital shall, subject to
documentary evidence reflecting any such additional capital being given to RECO, be added
to, and the amount of such dividend or distribution shall be deducted from, the initial
consideration of US$1.3 billion set out in Clause 3.1 (such addition or deduction, the
Adjustment Amount).3.5
    
    ProLogis undertakes to and agrees with RECO that it shall be responsible and liable for any
severance, redundancy and/or bonus payments payable to employees of PRC Managementco up to a
maximum amount of US$1.5 million (collectively, Severance Payments) and it shall, save and
except, and to the extent, where ProLogis has paid the said amount of up to US$1.5 million in
full to PRC Managementco, defend, indemnify and hold harmless RECO and its Affiliates and PRC
Managementco from and against, and shall pay or reimburse them for, all and any Losses which
RECO and/or any of its Affiliates may at any time and from time to time sustain, incur or
suffer by reason of any claim by such employees of PRC Managementco for or relating to the
Severance Payments. ProLogis further agrees to ensure that any such employees shall, in
consideration of the Severance Payments being made to each of them, execute a deed of release
and discharge undertaking to waive all and any claims that the employee has or may have
against PRC Managementco and its Affiliates (including ProLogis prior to Completion) for
costs, damages, compensation or otherwise arising out of or relating to the termination of his
employment by PRC Managementco.
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4.
    
    Conditions4.1
    
    Conditions PrecedentCompletion of the sale and purchase of the Specified Interests contained in Clause 2.1 is
conditional upon (and accordingly beneficial ownership in the Specified Interests will not
pass until) the satisfaction of the following conditions:
 4.1.1
    
    the Specified ProLogis Affiliates shall have repaid all amounts outstanding
under the global line of credit led by an affiliate of Bank of America;4.1.2
    
    written consents in the agreed form from each of the TMK Bondholders and each
of the TMK Lenders in relation to the transactions to be effected pursuant to the Japan
Termination Deed shall have been received; and4.1.3
    
    the conditions precedent, if any, as contained in each Transaction Document
having been satisfied or waived by the relevant Affiliate of RECO which is a party to
such Transaction Document.
 4.2
    
    Responsibility for SatisfactionProLogis shall provide all necessary assistance, and procure its Affiliates to provide all
necessary assistance, to ensure the satisfaction of the conditions set out in Clause 4.1.4.3
    
    Non-Satisfaction/WaiverRECO may at any time waive in whole or in part and conditionally or unconditionally the
conditions set out in Clause 4.1 by notice in writing to ProLogis.5.
    
    Asset Management5.1
    
    The Parties understand that following Completion, the operation and management of the PRC
Projects and PRC Pipeline Projects shall be carried out by PRC Managementco or any successor
company which is an Affiliate of RECO (the Managementco). To this end, ProLogis undertakes
to RECO to provide all such assistance as may be reasonably requested by RECO, including
without limitation the following:
 5.1.1
    
    procure that all third party and proprietary Intellectual Property and all
relevant software which at or immediately before the date of this Agreement is used in
connection with the business of PRC Managementco including without limitation,
peoplesoft and Yardi and software relating to access to email (provided that the
confidentiality of information provided via such means shall be preserved, and
firewalls are in place to ensure that ProLogis and its Affiliates will not be able to
access any (old and new) correspondences and other information of RECO and its
Affiliates (including, following Completion, the Specified ProLogis Affiliates), and
vice versa and other communication as well as all other information technology and
related services owned by, licensed to or otherwise provided to ProLogis or its
Affiliates currently used by PRC Managementco in the conduct of its business shall be
licensed or sub-licensed or provided or made available for use by the Managementco for
a nominal amount of US$1 for a 12-month period starting from Completion;5.1.2
    
    execute the License Agreement on Completion;5.1.3
    
    agree that the Managementco shall have the right to distribute, print and
otherwise use any brochures, collaterals, billboards or other written marketing
materials
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currently being used by PRC Managementco for a nominal fee of US$1 for a 12-month
period starting from Completion;5.1.4
    
    agree that on and from Completion, ownership of and title to the use of the
ProLogis Chinese brand names (CHINESE CHARACTER) and (CHINESE CHARACTER) vest exclusively with the
Managementco, RECO, or a RECO designee (including, following Completion, the PRCcos and
PRC Managementco) and such Managementco, RECO, or RECO designee (including, following
Completion, the PRCcos and PRC Managementco) shall on and from Completion retain
exclusive ownership of and title to the use of the Chinese brand names (GRAPHIC) and (CHINESE CHARACTER) and may be used or commercially exploited by any of them in the exercise of
its absolute discretion without restrictions of any kind, to the exclusion of ProLogis
and/or its Affiliates;5.1.5
    
    agree that the Managementco as well as all and any Affiliates of RECO in PRC
(including, following Completion the PRCcos and PRC Managementco) shall have the right
to continue using the website ProLogis.com.cn and the website shall continue to be
made available for a nominal fee of US$1 for a 12-month period starting from
Completion; and5.1.6
    
    together with the Managementco, jointly use commercially reasonable efforts to
cross-refer customers globally.
 6.
    
    Actions Pending Completion6.1
    
    ProLogis General ObligationsProLogis shall procure that pending Completion:
 6.1.1
    
    each of the Specified ProLogis Affiliates will carry on business only as a
going concern in the ordinary and usual course, save insofar as agreed in writing by
RECO and/or its Affiliates and shall maintain in force and renew all licences,
approvals, registrations and consents necessary for its operations or continued
operations (as the case may be); and6.1.2
    
    RECO and its agents will, upon reasonable notice, be allowed access to, and to
take copies of, the books and records of each Specified ProLogis Affiliate including,
without limitation, the statutory books, minute books, books of account, leases,
licences, contracts, details of receivables, Intellectual Property, tax records,
supplier lists and customer lists in the possession or control of any Specified
ProLogis Affiliate; and6.1.3
    
    RECO may designate representatives and advisers to work with ProLogis with
regard to the management and operations of the Specified ProLogis Affiliates. ProLogis
will consult, and will cause the Specified ProLogis Affiliates to consult, with such
representatives and advisers with respect to any action which may materially affect the
business of the relevant Specified ProLogis Affiliates. ProLogis will provide, and will
cause the Specified ProLogis Affiliates to provide, to such representatives and
advisers such information as they may reasonably request for this purpose; and6.1.4
    
    each Specified ProLogis Affiliate shall take all reasonable steps to preserve
its assets and, in particular, will maintain in force all insurance policies on
substantially similar terms and similar levels of cover prevailing as at the date of
this Agreement and all other such insurances normally kept in force.
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6.2
    
    Restrictions on ProLogisWithout prejudice to the generality of Clause 6.1, ProLogis shall collaborate fully with
RECO in relation to all material matters concerning the running of the Specified ProLogis
Affiliates in the period between the date of this Agreement and Completion and during that
period shall procure that each Specified ProLogis Affiliate shall not, except as may be
required to give effect to and comply with this Agreement, without the prior written consent
of RECO (such consent not to be unreasonably withheld or delayed):
 6.2.1
    
    enter into any agreement or incur any commitment involving any capital
expenditure in excess of US$1,000,000 per item and US$3,000,000 in aggregate;6.2.2
    
    enter into or amend any contract or incur any commitment which is not capable
of being terminated without compensation at any time with three months notice or less
or which is not in the ordinary and usual course of business or which involves or may
involve total annual expenditure in excess of US$100,000;6.2.3
    
    in relation to any Project:
 (i)
    
    apply for any planning permission or implement any planning
permission already obtained but not implemented;(ii)
    
    carry out any material structural alteration or addition to, or
materially effect any change of use of, such Project;(iii)
    
    terminate or serve any notice to terminate, surrender or
accept any surrender of or waive the terms of any lease, tenancy or licence
which is material in the context of the relevant Specified ProLogis Affiliate;(iv)
    
    agree any new rent or fee payable under any lease, tenancy or
licence which is material in the context of the Specified ProLogis Affiliate;(v)
    
    enter into or vary any agreement, lease, tenancy, licence or
other commitment which is material in the context of the relevant Specified
ProLogis Affiliate; or(vi)
    
    sell, convey, transfer, assign or charge such Project or grant
any rights or easements over such Project or enter into any covenants affecting
such Project or agree to do any of the foregoing;
 6.2.4
    
    create, incur, guarantee or assume any indebtedness for borrowed money other
than for the purpose of refinancing any existing borrowings or indebtedness;6.2.5
    
    acquire or agree to acquire or dispose of or agree to dispose of any material
asset or enter into or amend any material contract or arrangement, in each case,
involving consideration, expenditure or liabilities in excess of US$1,000,000;6.2.6
    
    enter into any guarantee, indemnity or other agreement to secure any
obligation of a third party or create any Encumbrance over any of the relevant
Specified ProLogis Affiliates assets or undertaking excluding any liens arising out of
the operation of law in the ordinary course of business to secure payments not yet due
and payable, and which liens shall be fully discharged as per the current practice upon
payment;6.2.7
    
    amend any insurance contract, fail to notify any insurance claim in accordance
with the provisions of the relevant policy or settle any such claim below the amount
claimed;
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6.2.8
    
    (except as set forth in the Disclosure Schedule) create, allot, issue, redeem
or repurchase any priority instrument, share or loan capital (or option to subscribe
for the same) of the relevant Specified ProLogis Affiliate;6.2.9
    
    acquire or agree to acquire any share, shares or other interest in any
company, partnership or other venture;6.2.10
    
    declare, make or pay any dividend or other distribution to shareholders, not
including any dividend or distribution paid by any PRCco, PRC Holdco, any Barbados
Targetco, GPL, PRC Managementco, HK Managementco or Barbados Managementco for which an
adjustment would be made pursuant to Clause 3.4;6.2.11
    
    make any change to the relevant Specified ProLogis Affiliates accounting practices
or policies or amend the relevant Specified ProLogis Affiliates memorandum or articles
of association or equivalent constitutional document;6.2.12
    
    terminate and/or amend the employment terms and conditions of any and all current key
personnel of the Specified ProLogis Affiliates; or6.2.13
    
    recruit any new key personnel in the Specified ProLogis Affiliates.
 7.
    
    Completion7.1
    
    Date and PlaceSubject to Clause 4, Completion shall take place at the office of Allen & Gledhill LLP on
the Completion Date or at such other place or on such other date as may be agreed between
RECO and ProLogis; provided that the Completion Date shall not take place later than 28
February 2009.7.2
    
    Obligations on CompletionOn Completion the Parties shall procure that the obligations specified in Schedules 6A to 6E
(Completion Obligations) to be performed by their respective Affiliates are fulfilled.7.3
    
    Payment of Aggregate ConsiderationAgainst compliance with the foregoing provisions, RECO shall pay the Aggregate Consideration
to ProLogis.7.4
    
    Right to TerminateIf the foregoing provisions of this Clause are not fully complied with by ProLogis or RECO
by or on the date set for Completion, RECO, in the case of non-compliance by ProLogis, or
ProLogis, in the case of non-compliance by RECO, shall be entitled (in addition to and
without prejudice to all other rights or remedies available to the terminating Party
including the right to claim damages) by written notice to the other Party served on such
date:
 7.4.1
    
    to elect to terminate this Agreement (other than Clauses 1, 10, 11.1 to 11.6
and 11.8 to 11.14) without liability on the part of the terminating Party; or7.4.2
    
    to effect Completion so far as practicable having regard to the defaults which
have occurred; or7.4.3
    
    to fix a new date for Completion (not being more than 20 Business Days after
the agreed date for Completion), in which case the foregoing provisions of this Clause
7.4 shall apply to Completion as so deferred but provided such deferral may only occur
once.
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8.
    
    Warranties8.1
    
    Incorporation of Schedule 8
 8.1.1
    
    ProLogis warrants and represents to:
 (i)
    
    RECO and its successors in title in the terms set out in
Schedule 8A;(ii)
    
    RECO and Reco Trust Private Ltd, Reco Court Private Limited,
Reco Industrial Private Limited, Reco Benefit Private Limited, Reco Manage
Private Limited, Reco Heir Private Limited, Reco Magnum YK, Reco Meteor YK,
Reco Meteor Pte Ltd and their respective successors in title in the terms set
out in Schedule 8B;(iii)
    
    RECO and Reco Legend Private Limited and Reco Court Private
Limited and Master Properties KK and their respective successors in title in
the terms set out in Schedule 8C;(iv)
    
    RECO and, subject to and conditional upon PRC Holdco becoming a
wholly owned subsidiary of RECO following Completion, PRC Holdco and their
respective successors in title in the terms set out in Schedule 8D;(v)
    
    RECO and the RECO Affiliate acquiring the interests in Barbados
Managementco and Hong Kong Managementco and their respective successors in
title in the terms set out in Schedule 8E;(vi)
    
    RECO and, subject to and conditional upon PRC Holdco becoming a
wholly owned subsidiary of RECO following Completion, PRC Holdco and their
respective successors in title in the terms set out in Schedule 8F; and(vii)
    
    RECO and its successors in title in the terms set out in
Schedule 8G,(RECO and the entities named above, the RECO Group Companies).
 subject to any matter or thing hereafter done or omitted to be done pursuant to this
Agreement or otherwise at the request in writing or with the approval in writing of
RECO.8.1.2
    
    ProLogis acknowledges that the RECO Group Companies have entered into this
Agreement and the Transaction Documents and the transactions thereunder (including the
Completion Obligations) in reliance upon, among other things, the Warranties and on the
undertakings contained in this Agreement. Save as expressly otherwise provided, the
Warranties shall be separate and independent and shall not be limited by reference to
any other paragraph of Schedules 8A to 8G or by anything in this Agreement or the Tax
Deed of Covenant.
 8.2
    
    Updating to CompletionProLogis further warrants and undertakes to and with the RECO Group Companies and their
successors in title that:
 8.2.1
    
    subject to Clause 8.1, the Warranties will be fulfilled down to and will be
true and accurate in all respects and not misleading in any respect at Completion as if
they had been given again at Completion; and8.2.2
    
    if after the signing of this Agreement and before Completion any event shall
occur or matter shall arise which results or may result in any of the Warranties being
unfulfilled, untrue, misleading or incorrect in any respect at Completion, ProLogis
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shall immediately notify RECO in writing fully thereof prior to Completion and
ProLogis (at its own cost) shall make any investigation concerning the event or
matter which RECO may reasonably require.
 8.3
    
    Authority and Capacity of ProLogisProLogis further warrants and undertakes to and with RECO and its successors in title that:
 8.3.1
    
    FormationIt has been duly formed and is validly existing as a real estate investment trust
under the laws of the State of Maryland and has its Common Shares of Beneficial
Interest registered under Section 12(b) of the Securities Exchange Act of 1934, as
amended, and listed on the New York Stock Exchange.8.3.2
    
    Authority to enter into this Agreement etc.It has the legal right and full power and authority to enter into and perform this
Agreement (including the Completion Obligations), which when executed will
constitute valid and binding obligations on ProLogis, enforceable in accordance with
their respective terms.8.3.3
    
    No BreachThe execution and delivery of, and the performance by ProLogis of its obligations
under, this Agreement will not and are not likely to:
 (i)
    
    result in a breach of any provision of the Memorandum or
Articles of Association or equivalent constitutional document of ProLogis or
the Specified ProLogis Affiliates; or(ii)
    
    result in a breach of, or give any third party a right to
terminate or modify, or result in the creation of any Encumbrance under, any
agreement, licence or other instrument or result in a breach of any order,
judgment or decree of any Court, governmental agency or regulatory body to
which ProLogis or any Specified ProLogis Affiliate is a party or by which
ProLogis or any of its assets, or any Specified ProLogis Affiliate or any of
its assets is bound.
 8.4
    
    Authority and Capacity of RECORECO hereby warrants and undertakes to and with ProLogis and its successors in title that:
 8.4.1
    
    IncorporationIt is a company duly incorporated and validly existing under the laws of Singapore.8.4.2
    
    Authority to enter into this Agreement etc.It has the legal right and full power and authority to enter into and perform this
Agreement (including the Completion Obligations), which when executed will
constitute valid and binding obligations on RECO, enforceable in accordance with
their respective terms.8.4.3
    
    No BreachThe execution and delivery of, and the performance by RECO of its obligations under
this Agreement will not and are not likely to:
 (i)
    
    result in a breach of any provision of the Memorandum or
Articles of Association of RECO; or
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(ii)
    
    result in a breach of, or give any third party a right to
terminate or modify, or result in the creation of any Encumbrance under, any
agreement, licence or other instrument or result in a breach of any order,
judgment or decree of any Court, governmental agency or regulatory body to
which RECO is a party or by which RECO or any of its assets is bound.
 8.5
    
    Effect of CompletionThe Warranties and all other provisions of this Agreement and the Tax Deed of Covenant
insofar as the same shall not have been performed at Completion shall not be extinguished or
affected by Completion, or by any other event or matter whatsoever (including, without
limitation, any satisfaction and/or waiver of any condition contained in Clause 4.1), except
by prior specific and duly authorised written waiver or release by RECO.8.6
    
    Right of TerminationIf prior to Completion, it shall be found that any of the Warranties was, when given, or
will be or would be, at Completion (as if they had been given again at Completion) not
complied with or otherwise untrue or misleading in any material respect, RECO shall be
entitled (in addition to and without prejudice to all other rights or remedies available to
it and its successors in title including the right to claim damages) by notice in writing to
ProLogis to terminate this Agreement (other than Clauses 1, 10, 11.1 to 11.6 and 11.8 to
11.14), but subject to Clause 8.8.3, failure to exercise this right shall not constitute a
waiver of any other rights of RECO or its successors in title arising out of any breach of
Warranty.8.7
    
    Guarantee
 8.7.1
    
    In consideration of RECO agreeing to procure its Affiliates to enter into the
respective Transaction Documents with the Affiliates of ProLogis, ProLogis hereby
absolutely, unconditionally and irrevocably guarantees to RECO the due and punctual
performance and observance by such Affiliates of ProLogis of all their Completion
Obligations and their respective obligations, commitments, undertakings, warranties and
indemnities under the respective Transaction Documents.8.7.2
    
    If and whenever any such ProLogis Affiliate defaults for any reason whatsoever
in the performance of their Completion Obligations or any obligation or liability
undertaken or expressed to be undertaken by such Affiliate under or pursuant to the
Transaction Documents, ProLogis shall forthwith upon demand unconditionally perform (or
procure the performance of) and satisfy (or procure the satisfaction of) the obligation
or liability in regard to which such default has been made in the manner prescribed by
the respective Transaction Document and/or Schedules 6A to 6E and so that the same
benefits shall be conferred on RECO and/or its Affiliates under the Transaction
Documents and/or Schedules 6A to 6E as such Entity would have received if such
obligation or liability had been duly performed and satisfied by such ProLogis
Affiliate.8.7.3
    
    In the event that any of the Affiliates of ProLogis becomes subject to a
bankruptcy, reorganization or similar proceedings, RECO shall not be obligated to file
any claim against any Affiliates of ProLogis in relation to any of their respective
Completion Obligations and all the respective obligations, commitments, undertakings,
warranties and indemnities under the Transaction Documents, and ProLogis shall remain
liable hereunder with respect to the Completion Obligations and all the respective
obligations, commitments, undertakings, warranties and indemnities of such ProLogis
Affiliates under the Transaction Documents.
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8.7.4
    
    This guarantee is to be a continuing guarantee, and shall be binding on
ProLogis, its successors and assigns, and accordingly is to remain in force and effect
until the Completion Obligations and all the respective obligations, commitments,
undertakings, warranties and indemnities of the Affiliates of ProLogis under the
Transaction Documents shall have been performed or satisfied.
 8.8
    
    Indemnity
 8.8.1
    
    From and after the Completion Date, subject to (where applicable) the other
terms and limitations in this Clause 8.8, ProLogis shall indemnify, defend, reimburse,
and hold harmless the Buyer Indemnitees (and/or each of them) from and against any and
all Losses actually incurred by any of the Buyer Indemnitees or asserted by a third
party against any of the Buyer Indemnitees related to or arising from (i) any
misrepresentation or breach of the representations or warranties made in this Agreement
and/or the Transaction Documents by ProLogis and/or its Affiliates (all of which are
incorporated herein by reference) or (ii) any breach of the covenants or obligations of
ProLogis and/or its Affiliates under this Agreement and/or the Transaction Documents.8.8.2
    
    From and after the Completion, subject to (where applicable) the other terms
and limitations in this Clause 8.8, RECO shall indemnify, defend, reimburse, and hold
harmless the Seller Indemnitees from and against any and all Losses actually incurred
by any of the Seller Indemnitees or asserted by a third party against any of the Seller
Indemnitees relating to or arising from (i) any misrepresentation or breach of RECOs
representations or warranties made in this Agreement and/or the Transaction Documents
by RECO and/or its Affiliates (all of which are incorporated herein by reference), (ii)
any breach of the covenants or obligations of RECO and its Affiliates under this
Agreement and/or the Transaction Documents.8.8.3
    
    Notwithstanding anything to the contrary in this Agreement or the Transaction
Documents, RECO shall not be liable to the Seller Indemnitees under this Agreement and
ProLogis shall not be liable to the Buyer Indemnitees under this Agreement for any
exemplary, punitive, special, indirect, consequential, remote, or speculative damages,
except to the extent any such damages are included in any action by a third party which
such party is entitled to indemnification under this Clause 8.8. ProLogis shall not be
liable to the Buyer Indemnitees under this Agreement with respect to a breach of any
representation or warranty to the extent that such breach is disclosed in the executive
summary of due diligence report from Commerce & Finance Law Offices to Government of
Singapore Investment Corporation (Realty) Pte Ltd dated 22 December 2008 and/or the due
diligence report to be dated on or before Completion prepared by Commerce & Finance Law
Offices and addressed to Government of Singapore Investment Corporation (Realty) Pte
Ltd (collectively, Due Diligence Reports), provided that any findings in the Due
Diligence Reports that refer or relate to information or details not being available,
or missing, shall not constitute a disclosure of a breach relating to or in connection
with such information or details.8.8.4
    
    None of the Buyer Indemnitees shall be entitled to assert any right to
indemnification under Clause 8.8.1(i) for any breach of Warranty or any breach of the
Tax Deed of Covenant until the aggregate amount of all such Losses from all breaches
actually suffered by the Buyer Indemnitees exceeds (i) in the case of any breach of any
Warranty in Schedules 8B and 8C the amount of US$12 million, and (ii) in the case of
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any breach of any Warranty, in Schedules 8A, 8D to 8G, the amount of US$40 million
(in each case, the Deductible Amount), but if ProLogis shall be liable for a claim
or claims arising out of any such breach in excess of either Deductible Amount, then
the entire claim (and not just the excess) shall accrue against and be recoverable
from ProLogis. In no event shall ProLogis ever be required to indemnify the Buyer
Indemnitees for Losses in any amount exceeding, in the aggregate, 25 per cent. of
the Aggregate Consideration. Notwithstanding the foregoing, the minimum claim
amounts and limitations on indemnification set forth in this Clause 8.8.4 shall not
apply (a) in the case of any fraud or wilful concealment, (b) to any indemnification
claim made for a breach of ProLogis representations and warranties set forth in
Clause 8.3 and in Schedules 8A, 8B (paragraphs 2.4 and 3), 8C (paragraphs 1.2 to
1.5), 8D (paragraphs 1.2 to 1.6 and 1.16, 2.1 to 2.3 and 3.1), 8E (paragraphs 1.2 to
1.7, 2.1 to 2.3, 2.5, 3.1 to 3.3, 3.5 and 4.1 to 4.6) and 8F (collectively, the
Specified Warranties) and (c) any Losses relating to or arising from the failure
to obtain registered title to the Pipeline PRC Project owned by ProLogis Nanjing
Jiangning Development Co., Ltd (provided, that prior to incurring any Losses in
connection with any sale of such Entity or Project, the applicable Buyer Indemnitee
shall first offer to sell such Entity or Project to ProLogis (or its Affiliate) at
the amount allocated to such Entity on Schedule 5, and if ProLogis (or its
Affiliate) rejects or fails to respond to the offer within 30 days thereof, the
Buyer Indemnitee shall be entitled to sell such Entity or Project to any third
party) and, with respect to claims made for a breach of representations and
warranties as set forth in sub-clauses (a) and (b), in no event shall ProLogis ever
be required to indemnify the Buyer Indemnitees for Losses in any amount exceeding
100% of the Aggregate Consideration and, with respect to claims made for Losses
described in sub-clause (c), in no event shall ProLogis ever be required to
indemnify the Buyer Indemnitees for Losses in any amount exceeding the amount
allocated to such Entity on Schedule 5.8.8.5
    
    All of the representations, warranties, covenants, obligations, and agreements
of the Parties set forth in this Agreement and the Transaction Documents, including
those obligations set forth in this Clause 8.8, shall survive Completion.
Notwithstanding the foregoing sentence, after Completion, any assertion by RECO or any
Buyer Indemnitee that ProLogis is liable to RECO or any Buyer Indemnitee for
indemnification for any breach of Warranty or breach of the Tax Deed of Covenant must
be made in writing and must be given to ProLogis on or prior to the date that is 21
months after the Completion Date, except for assertions by RECO for breach of the
representations and warranties in (i) Schedules 8C (paragraph 3), 8D (paragraph 6) and
8E (paragraph 6) and/or the Tax Deed of Covenant, which must be made in writing and
must be given to ProLogis on or prior to the date that is 90 calendar days after the
expiration of any applicable relevant statute of limitations and (ii) the Specified
Warranties, which may be made in writing at any time from and after the Completion
Date, without any limitation in time.8.8.6
    
    The amount of any Loss shall be reduced (i) to the extent any person or Entity
entitled to receive indemnification under this Agreement actually receives any
insurance proceeds with respect to a Loss, and (ii) to take into account any other
payment or payments with respect to a Loss actually received by a person or Entity
entitled to receive indemnification under this Clause 8.8.8.8.7
    
    From and after the Completion Date, except for the assertion of any claim
based on fraud or wilful concealment, and any equitable remedies available under law,
the
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indemnification provisions of this Clause 8.8 shall be the sole and exclusive remedy
of each Party (including the Seller Indemnitees and the Buyer Indemnitees) for any
breach of the other Partys representations and warranties contained in this
Agreement.8.8.8
    
    Notwithstanding any other provision of this Agreement, ProLogis undertakes to
and agrees with RECO that for the purposes of determining whether there is a breach of
any Warranty, as well as the Loss arising therefrom, all references to the word
material (or any other word having a correlative or similar meaning) in Schedules 8A
to 8G shall (save and except for the Warranty in paragraph 1.1 of Schedule 8G) be
disregarded and excluded. To this end and for illustrative purposes only, in relation
to the Warranty in paragraph 3.1.1 of Schedule 8C, the Warranty shall for the foregoing
purpose be read and construed as follows:Each of the Master Lessees has filed or submitted all applicable Japan returns,
computations, notices, document, undertaking or other information required to be
filed or submitted under any law, regulation or administrative practice relating to
Taxation by the required filing due date (or such due date as may have been properly
extended) on a proper basis and all such filing or submissions are up to date,
correct, complete and accurate in all respects, and none of the returns,
computations, notices, document, undertaking or information filed or submitted is
the subject of any dispute with the Taxation authorities.
 8.9
    
    Defence of Claims.
 8.9.1
    
    If an Indemnitee receives notice of the assertion of any claim or of the
commencement of any third party claim with respect to which indemnification is to be
sought from the Indemnifying Party, the Indemnitee will give such Indemnifying Party
reasonable prompt notice thereof, but the failure to give timely notice will not affect
the rights or obligations of the Indemnifying Party except and only to the extent that,
as a result of such failure, the Indemnifying Party was substantially disadvantaged.
Such notice shall describe the nature of the third party claim in reasonable detail and
will indicate the estimated amount, if practicable, of the Losses that has been or may
be sustained by the Indemnitee; provided, however, that such estimated amount shall in
no way limit the Indemnitees right to recover any amount of Losses over such estimate.8.9.2
    
    The Indemnitee shall have the right (but not the obligation) to control the
defence of any third party claim; provided, however, that the Indemnitee shall in good
faith consult with the Indemnifying Party regarding the defence of any third party
claim upon the Indemnifying Partys reasonable request for such consultation from time
to time. The Indemnifying Party shall have the right (but not the obligation) to
participate in such defence and to employ counsel, at its own expense, separate from
counsel employed by the Indemnitee, provided that the Indemnitee shall not settle such
claim or action without the prior consent of the Indemnifying Party (with such consent
not to be unreasonably withheld or delayed). If the Indemnifying Party wishes to
defend the third party claim but the Indemnitee wishes to settle such claim or action,
the Indemnifying Party shall not be entitled to defend such claim or action unless (i)
the Indemnifying Party reimburses the Indemnitee for all further costs and expenses
borne by the Indemnitee as a result of defending the action or claim, and (ii) the
Indemnifying Party furnishes the Indemnitee with the written opinion of a senior
counsel to the effect that the defence in question will, on the balance of
probabilities,
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prevail. Without the prior written consent of the Indemnitee, the Indemnifying Party
will not enter into any settlement of any third party claim which would lead to
liability or create any financial or other obligation on the part of the Indemnitee
for which the Indemnitee is not entitled to indemnification hereunder, or which
would impose any injunctive or other equitable remedy on the Indemnitee, or would
otherwise in the Indemnitees reasonable opinion, acting in good faith, affect the
reputation or goodwill of the Indemnitee or its Affiliates. If a firm offer is made
to settle a third party claim without leading to liability or the creation of a
financial or other obligation on the part of the Indemnitee for which the Indemnitee
is not entitled to indemnification hereunder (or which would not impose any
injunctive or other equitable remedy on the Indemnitee or affect the reputation or
goodwill of the Indemnitee or its Affiliates) and the Indemnifying Party desires to
accept and agree to such offer, the Indemnifying Party will give notice to the
Indemnitee to that effect. If the Indemnitee fails to consent to such firm offer
within 10 calendar days after its receipt of such notice, the Indemnitee may
continue to contest or defend such third party claim and, in such event, the maximum
liability of the Indemnifying Party to such third party claim will be the amount of
such settlement offer, plus reasonable costs and expenses paid or incurred by the
Indemnitee up to the date of such notice.8.9.3
    
    Any direct claim will be asserted by giving the Indemnifying Party reasonably
prompt written notice thereof, stating the nature of such claim in reasonable detail
and indicating the estimated amount, if practicable, but the obligations of the
Indemnifying Party and the rights of the Indemnitee shall not be affected by the
failure to give such notice, except and only to the extent that, as a result of such
failure, the Indemnifying Party is substantially disadvantaged; provided however, that
any such estimated amount shall in no way limit the Indemnitees rights to recover any
amount of Losses over such estimate. The Indemnifying Party will have a period of 30
calendar days within which to respond to such direct claim. If the Indemnifying Party
does not respond within such 30-day period, the Indemnifying Party will be deemed to
have accepted such direct claim. If the Indemnifying Party rejects such direct claim,
the Indemnitee will be free to seek enforcement of its rights to indemnification under
this Agreement.
 8.10
    
    WaiverSave in the case of wilful misconduct or fraud, ProLogis undertakes to and with RECO not to
make or pursue any claim against any Specified ProLogis Affiliate or its respective
officers, employees or agents in connection with assisting ProLogis in giving the Warranties
and/or entering into this Agreement, the Transaction Documents and any other documents
entered into pursuant to this Agreement.8.11
    
    Japan Asset ManagementFollowing Completion, it is the intention of the Parties that they shall jointly manage the
Japan Projects with their respective management teams. In order to effect a smooth and
orderly transfer of the management functions and duties for the Japan Projects, the Parties
have agreed to implement the following arrangements:
 8.11.1
    
    the Investment Management Agreements and the Asset Management Agreements for the
Japan Projects shall continue in effect for a period of one year following Completion
(the Transition Period). The fees payable pursuant to the Investment Management
Agreements and the Asset Management Agreements (the Management Fees), as well as such
agreements may be terminated by RECO or
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one of its Affiliates at any time upon 30 days prior written notice. Upon any such
termination, RECO or one of its Affiliates shall pay to ProLogis or one of its
Affiliates the amount set forth in Schedule 12 (the Termination Fee).8.11.2
    
    RECO or its Affiliate shall be entitled during the Transition Period to be paid 25
per cent. of the Management Fees per month, and these fees may be set-off against the
Termination Fee payable by RECO or its Affiliate upon the expiry or earlier termination
of the Transition Period by RECO, or at RECOs request at any time paid to a bank
account nominated by RECO and notified to ProLogis.8.11.3
    
    ProLogis shall co-operate and provide such assistance as may be reasonably required
by RECO to build up and establish its own management expertise for the Japan Projects,
and will in particular allow RECO or one of its Affiliates to solicit for employment
(but not employ until after the expiry or earlier termination of the Transition Period)
any employee other than a ProLogis Identified Employee (the Targetted Personnel).
ProLogis shall also (a) as soon as practical and in no event later than two months from
1 January 2009, allow RECOs employees and/or the Targetted Personnel access to and to
work out of ProLogis J-REIT office, and will equip the J-REIT office with all
necessary office furniture, equipment, computer hardware and software, and ancillary IT
human resource and accounting support currently enjoyed by the employees of ProLogis
managing the Japan Projects for the use and benefit of RECOs employees; and (b)
maintain all files, drawings, databases and other documents relating to the Japan
Projects at the J-REIT office.ProLogis shall also procure that all third party and proprietary Intellectual
Property and all relevant software which at or immediately before the date of this
Agreement is used in connection with the management of the Japan Projects including
without limitation, peoplesoft and Yardi and software relating to access to email
(provided that the confidentiality of information provided via such means shall be
preserved, and firewalls are in place to ensure that ProLogis and its Affiliates
will not be able to access any (old and new) correspondences and other information
of RECO and its Affiliates (including, following Completion, the Specified ProLogis
Affiliates), and vice versa and other communication as well as all other information
technology and related services owned by, licensed to or otherwise provided to
ProLogis or its Affiliates currently used in connection with the management of the
Japan Projects shall be licensed or sub-licensed or provided or made available for
use by RECO or its Affiliate for a nominal amount of US$1 for a 12-month period
starting from Completion;8.11.4
    
    Upon the expiry or earlier termination of the Transition Period, an Affiliate of RECO
shall (i) become the investment and asset manager for the Japan Projects, and shall
enter into arrangements with ProLogis or its Affiliate on terms agreed in good faith
(and the parties thereto to bear their respective costs) to take over the lease of the
J-REIT office either via a sub-lease arrangement based on the then prevailing lease
terms for the J-REIT office, or to arrange with the relevant landlord for the
termination of the then existing lease for the J-REIT office, and the entry into a new
lease with an Affiliate of RECO; and (ii) upon the payment of the Termination Fee,
acquire and have ownership of all furniture and fittings, office equipment and other
movable property in the J-REIT office.8.11.5
    
    Any costs incurred by ProLogis or one of its Affiliates to implement the foregoing
arrangements shall be borne equally between the Parties.
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8.12
    
    Misato 2 SingcoThe Parties agree that Misato Two Private Limited, a Singapore company (Misato 2 Singco)
which owns a 637,000 square feet building in the City of Misato, Saitama Prefecture (20km
north of Tokyo) shall be acquired by an Affiliate of RECO on or before 25 March 2009 for a
purchase consideration of ¥12,570,278,512 on a zero liability basis (so that the purchase
consideration shall be reduced by the amount of any indebtedness for borrowed monies assumed
as part of the transaction as well as any liabilities to be netted off on a basis consistent
with the previous acquisitions of similar entities by JF2) in accordance with the procedures
and conditions set out in the various documents entered into between Affiliates of RECO and
ProLogis in relation to JF2, and on a basis consistent with the previous acquisitions of
similar entities by JF2.9.
    
    Restrictions on ProLogis and RECO9.1
    
    RestrictionsProLogis further undertakes to and with RECO and its successors in title that it will not
and will procure that no Affiliate of ProLogis will in any Relevant Capacity during the
Restricted Period:
 9.1.1
    
    directly or indirectly carry on in the PRC any business (whether carried on
under the name ProLogis or any name likely to be confused therewith or otherwise)
which is of the same or similar type to the business as now carried on by any of the
Specified ProLogis Affiliates and which is or is likely to be in competition in the PRC
with the business of any of the Specified ProLogis Affiliates as now carried on; or9.1.2
    
    induce or seek to induce any PRC Restricted Employee located within the PRC
(or beginning from and after the expiry or earlier termination of the Transition Period
any RECO Identified Employee) to become employed whether as employee, consultant or
otherwise by ProLogis or any Affiliate of ProLogis, whether or not such PRC Restricted
Employee (or beginning from and after the expiry or earlier termination of the
Transition Period such RECO Identified Employee) would thereby commit any breach of his
contract of service. The placing of an advertisement of a post available to a member of
the public generally and the recruitment of a person through an employment agency shall
not constitute a breach of this Clause 9.1.2 provided that neither ProLogis or its
Affiliates encourages or advises such agency to approach any such PRC Restricted
Employee (or beginning from and after the expiry or earlier termination of the
Transition Period any such RECO Identified Employee).
  9.1.3
    
    directly or indirectly carry on in Japan any business (whether carried on
under the name ProLogis or any name likely to be confused therewith or otherwise)
relating to the development of industrial distribution, warehouse or logistics
facilities which is of the same or similar type to the business as now carried on by
any of the Specified ProLogis Affiliates and which is or is likely to be in competition
in Japan with the development business of any of the Specified ProLogis Affiliates as
now carried on;9.1.4
    
    save as provided in Clause 8.11.3, induce or seek to induce any Japan
Restricted Employee located within Japan to become employed whether as employee,
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consultant or otherwise by RECO or any Affiliate of RECO, whether or not such Japan
Restricted Employee would thereby commit any breach of his contract of service. The
placing of an advertisement of a post available to a member of the public generally
and the recruitment of a person through an employment agency shall not constitute a
breach of this Clause 9.1.4 provided that neither RECO or its Affiliates encourages
or advises such agency to approach any such Japan Restricted Employee; or9.1.5
    
    notwithstanding anything to the contrary contained in this Agreement, the
foregoing shall not restrict the ability of ProLogis or RECO or any of their respective
Affiliates to:
 (i)
    
    hold directly or indirectly less than 50 per cent. of the total
voting rights conferred by the outstanding securities of an Entity (public or
private), including any fund, primarily engaged in a Restricted Activity, so
long as such Party and its Affiliates do not have effective control of the
Board or policy management or otherwise have any active participation in the
business of such Entity; or(ii)
    
    engage in a Restricted Activity if such Restricted Activity was
acquired only incident and ancillary to a principal merger and consolidation,
acquisition of de minimis interests in public entities and acquisitions of
passive investments.
 9.2
    
    Reasonableness of RestrictionsEach Party confirms that it has received independent legal advice relating to all the
matters provided for in this Agreement, including the provisions of this Clause. Each Party
agrees that it considers that the restrictions contained in this Clause are no greater than
is reasonable and necessary for the protection of its interest but if any such restriction
shall be held to be void but would be valid if deleted in part or reduced in application,
such restriction shall apply with such deletion or modification as may be necessary to make
it valid and enforceable.9.3
    
    Interpretation
 The following terms shall have the following meanings respectively in this Clause 9:9.3.1
    
    Relevant Capacity means for its or his own account or for that of any person
or Entity or in any other manner;9.3.2
    
    Japan Restricted Employee means any present employee of ProLogis or one of
its Affiliates who (a) has access to trade secrets or other confidential information of
ProLogis or one of its Affiliates; or (b) holds any executive or managerial position,
for so long as such employee is employed by ProLogis or its Affiliates;9.3.3
    
    PRC Restricted Employee means any present employee of RECO or one of its
Affiliates (which shall following Completion include the Specified ProLogis Affiliates)
who (a) has access to trade secrets or other confidential information of RECO or one of
its Affiliates; or (b) holds any executive or managerial position, for so long as such
employee is employed by RECO or its Affiliates; and9.3.4
    
    Restricted Period means a period of two years commencing on Completion.
 10.
    
    Whole Agreement10.1
    
    Whole AgreementSave as otherwise agreed between ProLogis and RECO or its Affiliate, this Agreement
(including the Schedules and the Transaction Documents) contains the whole agreement
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between the Parties relating to the subject matter of this Agreement at the date hereof to
the exclusion of any terms implied by law which may be excluded by contract and supersedes
any previous written or oral agreement between the Parties in relation to the matters dealt
with in this Agreement.10.2
    
    AcknowledgementEach Party acknowledges and represents that it has not relied on or been induced to enter
into this Agreement by a representation, warranty or undertaking (whether contractual or
otherwise) given by any other Party other than as set out in this Agreement.10.3
    
    Reasonableness of this ClauseEach Party to this Agreement confirms that it has received independent legal advice relating
to all the matters provided for in this Agreement, including the provisions of this Clause,
and agrees, having considered the terms of this Clause and the Agreement as a whole, that
the provisions of this Clause are fair and reasonable.10.4
    
    InterpretationIn Clauses 10.1 to 10.3 this Agreement includes the Transaction Documents and all
documents entered into pursuant to this Agreement.11.
    
    Other Provisions11.1
    
    Confidentiality
 11.1.1
    
    For the purpose of this Clause 11.1, Confidential Information means all information
of a confidential nature disclosed (whether in writing, verbally or by any other means
and whether directly or indirectly) by one Party (the Disclosing Party) to any other
Party (the Receiving Party) whether before or after the date of this Agreement.
Confidential Information shall not include any information which:
 (i)
    
    is at the date of this Agreement in or at any time after the
date of this Agreement comes into the public domain other than through breach
of this Agreement by the Receiving Party or any Recipient;(ii)
    
    can be shown by the Receiving Party to the reasonable
satisfaction of the Disclosing Party to have been known to the Receiving Party
prior to it being disclosed by the Disclosing Party to the Receiving Party;(iii)
    
    subsequently comes lawfully into the possession of the
Receiving Party from a third party; or(iv)
    
    is required to be disclosed by law, order of court or by a rule
of a listing authority or by a governmental authority or other authority with
relevant powers to which the Receiving Party is subject or submits, whether or
not the requirement has the force of law.
 11.1.2
    
    During the term of this Agreement and after termination or expiration of this
Agreement for any reason whatsoever the Receiving Party shall:
 (i)
    
    keep the Confidential Information confidential;(ii)
    
    not disclose the Confidential Information to any other person
other than with the prior written consent of the Disclosing Party or in
accordance with Clauses 11.1.3 and 11.1.4;
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(iii)
    
    not use the Confidential Information for any purpose other
than the performance of its obligations under this Agreement; and
 11.1.3
    
    During the term of this Agreement the Receiving Party may disclose the Confidential
Information to its employees, Affiliates or professional advisors (the Recipient) to
the extent that it is necessary for the purposes of this Agreement or the Receiving
Partys internal reporting and audit requirements.11.1.4
    
    The Receiving Party shall procure that each Recipient is made aware of and complies
with all the Receiving Partys obligations of confidentiality under this Agreement as
if the Recipient was a Party to this Agreement.
 11.2
    
    Press Releases and AnnouncementsEach Party agrees that, prior to issuing any press releases or other announcement, such
items shall be presented to and subject to the approval of the other Party, such approval
not to be unreasonably withheld.11.3
    
    Successors and AssignsThis Agreement is personal to the Parties. Accordingly, neither RECO nor ProLogis may,
without the prior written consent of the other, assign the benefit of all or any of the
others obligations under this Agreement, or any benefit arising under or out of this
Agreement.11.4
    
    Third Party RightsSave for any Buyer Indemnitees and/or any RECO Group Company, who may enforce and rely on
Clauses 3.2.2, 3.5, 8.1, 8.2, 8.8 and 8.9 to the same extent as if it were a Party to this
Agreement, a person who is not a Party to this Agreement has no right under the Contracts
(Rights of Third Parties) Act, Chapter 53B of Singapore to enforce any term of this
Agreement.11.5
    
    VariationNo change or modification of this Agreement shall be valid or binding upon the Parties, nor
shall any term or condition of this Agreement be considered waived by a Party, unless
approved by the Parties in writing or waived by the Party adversely affected in writing.11.6
    
    Time of the EssenceTime shall be of the essence of this Agreement both as regards any dates, times and periods
mentioned and as regards any dates, times and periods which may be substituted for them in
accordance with this Agreement or by agreement in writing between the Parties.11.7
    
    Further AssurancesAt any time after the date of this Agreement each Party shall, and shall use all reasonable
endeavours to procure that any necessary third party or its Affiliates shall, execute such
documents and do such acts and things as the other Party may reasonably require (including
if necessary, adding to or amending the Completion deliverables set out in Schedules 6A to
6E) for the purpose of giving effect to the transactions contemplated by this Agreement and
any Transaction Document.11.8
    
    CostsEach Party shall bear its own costs in relation to the negotiation and execution of this
Agreement and all related documentation, including without limitation, the Transaction
Documents.
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11.9
    
    No Waiver
 11.9.1
    
    The failure or delay in exercising a right or remedy under this Agreement shall not
constitute a waiver of the right or remedy or a waiver of any other rights or remedies
and no single or partial exercise of any right or remedy under this Agreement shall
prevent any future exercise of the right or remedy or the exercise of any other right
or remedy.11.9.2
    
    The rights and remedies contained in this Agreement are cumulative and not exclusive
of any rights or remedies provided by law.11.9.3
    
    Each Party confirms that damages at law may be an inadequate remedy for a breach or a
threatened breach of this Agreement and agrees that without prejudice to the right of a
Party in an appropriate case to pursue a remedy at law or otherwise, in the event of a
breach or threatened breach of any provision, the respective rights and obligations
hereunder shall be enforceable by specific performance, injunction or other equitable
remedy.
 11.10
    
    InterestIf ProLogis or RECO defaults in the payment when due of any sum payable under this Agreement
or any Transaction Document (howsoever determined) the liability of ProLogis or RECO (as the
case may be) shall be increased to include interest on such sum from the date when such
payment is due until the date of actual payment (as well after as before judgment) at a rate
per annum of five per cent.. Such interest shall accrue from day to day and shall be
compounded with monthly rests.11.11
    
    Notices
 11.11.1
    
    Any notice or other communication under or in connection with this Agreement shall
be in writing and shall be delivered personally or sent by first class post pre-paid
recorded delivery (and air mail if overseas), by electronic mail or by fax to the Party
due to receive the notice at its address set out in Clause 11.11.3 below or such other
address as any Party may specify by notice in writing to the others.11.11.2
    
    In the absence of evidence of earlier receipt, any notice or other communications
shall be deemed to have been received:
 (i)
    
    if delivered personally, when left at the address referred to
in Clause 11.11.1;(ii)
    
    if sent by mail four Business Days after posting;(iii)
    
    if sent by email, the next Business Day after dispatch; and(iv)
    
    if sent by fax the next Business Day after completion of its transmission.
 11.11.3
    
    The Parties addresses at the date of this Agreement are:
 (i)
    
    ProLogis:
    
    4545 Airport WayDenver, CO 80239USAFax: +1 (303) 567-5761Email: enekritz@prologis.comAttention: Edward S. Nekritz Esq.
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Copied to:
    
    Mayer Brown LLPAttention: Michael BlairEmail: mblair@mayerbrown.com(ii)
    
    RECO:
    
    168 Robinson Road, #37-01Capital Tower, Singapore 068912Fax: +65 6889 6869Email: leekoksun@gic.com.sgAttention: Mr Lee Kok Sun(For all legal notices and service of process, a copy to be
sent to:Government of Singapore Investment Corporation Pte Ltd168 Robinson Road, #37-01Capital Tower, Singapore 068912Fax: +65 6889 6869Attention: General Counsel)Copied to:
    
    Allen & Gledhill LLPAttention: Richard YoungEmail: richard.young@allenandgledhill.com
 11.12
    
    InvalidityIf any term in this Agreement shall be held to be illegal, invalid or unenforceable, in
whole or in part, under any enactment or rule of law, such term or part shall to that extent
be deemed not to form part of this Agreement but the legality, validity or enforceability of
the remainder of this Agreement shall not be affected.11.13
    
    CounterpartsThis Agreement may be entered into in any number of counterparts, all of which taken
together shall constitute one and the same instrument. Either Party may enter into this
Agreement by executing any such counterpart.11.14
    
    Governing Law and Submission to Jurisdiction
 11.14.1
    
    This Agreement shall be governed by and construed in accordance with the laws of
Singapore.11.14.2
    
    Any dispute, controversy or claim arising out of or relating to this Agreement, or
the breach, termination or invalidity thereof (a Dispute), shall be settled by
arbitration administered by the Court of Arbitration of the International Chamber of
Commerce (ICC) in accordance with the Rules of Arbitration of the ICC as presently in
force. The Parties agree that:
 (i)
    
    the number of arbitrators shall be three, with one arbitrator
to be appointed by each Party and the third presiding arbitrator to be of a
nationality and/or residency other than Singapore, Japan, the United States of
America or the PRC;(ii)
    
    the place of arbitration shall be Hong Kong; and(iii)
    
    the language to be used in the arbitral proceedings shall be
English.
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11.14.3
    
    The Parties agree that the documents which start any proceedings in respect of a
Dispute and any other documents required to be served in relation to those proceedings
must be served personally on the Parties at their registered offices. This Clause
11.14 applies to all such proceedings wherever started.
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In witness whereof this Agreement has been entered into the day and year first above written
 SIGNED by Edward S. Nekritz
    
    
    
    üýþfor and behalf ofProLogis
in the presence of:
    
    
    
    
    /s/ Edward S. Nekritz/s/ Walter C. Rakowich

Witnesss signatureName: Walter C. RakowichAddress: 4545 Airport WayDenver, CO 80239Occupation:SIGNED by Lee Kok Sun
    
    
    
    üýþfor and behalf ofReco China Logistics Pte Ltd
    
    
    
    
    /s/ Lee Kok Sunin the presence of:/s/ Richard YoungWitnesss signatureName: Richard YoungAddress: One Marina Boulevard #28-00Singapore 018989Occupation: Lawyer
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