exv10w1



 





Exhibit
10.1







Implementation Agreement



ProLogis North American Closed-End Industrial Fund REIT II LLC




ProLogis




Macquarie ProLogis Management Limited

(as responsible entity of Macquarie ProLogis Trust)




Allens Arthur Robinson

Level 5, Deutsche Bank Place

Cnr Hunter and Phillip Streets

Sydney NSW 2000

Tel 61 2 9230 4000

Fax 61 2 9230 5333

www.aar.com.au

GDAB 205713435 ALWS


©
Copyright Allens Arthur Robinson 2007


 









 







			
	 	 	 
	Implementation Agreement
	 	





Table of Contents




	 	 	 	 	 
	1. Definitions and Interpretation
	 	 	1	 
	1.1 Definitions
	 	 	1	 
	1.2 Interpretation
	 	 	7	 
	1.3 Business Day
	 	 	8	 
	 
	 	 	 	 
	2. Proposing the Scheme
	 	 	8	 
	 
	 	 	 	 
	3. Conditions Precedent
	 	 	8	 
	3.1 Conditions precedent
	 	 	8	 
	3.2 Reasonable endeavours
	 	 	9	 
	3.3 Notification
	 	 	9	 
	3.4 Waiver of Conditions Precedent
	 	 	9	 
	3.5 Conditions Precedent not met
	 	 	10	 
	3.6 ProLogis Nominee
	 	 	10	 
	 
	 	 	 	 
	4. Scheme
	 	 	10	 
	4.1 Redemption of Units
	 	 	10	 
	4.2 Redemption of Units held by any 5%+ Unitholders
	 	 	10	 
	4.3 Special Distribution
	 	 	11	 
	4.4 Payment of the Special Distribution
	 	 	12	 
	4.5 Payment of Redemption Price and Special Distributions
	 	 	12	 
	4.6 Recognising dealings in Units
	 	 	12	 
	4.7 Register
	 	 	13	 
	 
	 	 	 	 
	5. Implementation
	 	 	13	 
	5.1 General obligations
	 	 	13	 
	5.2 Section 897(i) Election
	 	 	13	 
	5.3 Redemption of SHEDS
	 	 	15	 
	5.4 MPR and MPIT Derivatives
	 	 	15	 
	5.5 Other transaction Steps
	 	 	16	 
	5.6 Timetable
	 	 	17	 
	5.7 Regulatory Approvals
	 	 	17	 
	5.8 Prescribed Occurrences and ordinary course
	 	 	17	 
	5.9 Board recommendations
	 	 	18	 
	5.10 Explanatory Memorandum
	 	 	18	 
	5.11 Consultation
	 	 	18	 
	5.12 Updating Explanatory Memorandum
	 	 	18	 
	5.13 Access to information
	 	 	18	 
	 
	 	 	 	 
	6. Representations and Warranties
	 	 	19	 
	6.1 ProLogis representations and warranties
	 	 	19	 
	6.2 MPML representations and warranties
	 	 	20	 
	6.3 No representation or reliance
	 	 	20	 
	6.4 Benefit
	 	 	21	 
	6.5 Survival
	 	 	21	 
	 
	 	 	 	 
	7. MPML’s Capacity and Liability
	 	 	21	 






Page (i)









 







			
	 	 	 
	Implementation Agreement
	 	






	 	 	 	 	 
	7.1 Capacity
	 	 	21	 
	7.2 Limitation of liability
	 	 	21	 
	7.3 Exceptions
	 	 	22	 
	7.4 Survival
	 	 	22	 
	 
	 	 	 	 
	8. Confidentiality
	 	 	22	 
	8.1 General obligation
	 	 	22	 
	8.2 Permitted disclosures
	 	 	22	 
	8.3 Announcements
	 	 	22	 
	8.4 Injunction
	 	 	23	 
	8.5 Survival
	 	 	23	 
	 
	 	 	 	 
	9. Exclusivity
	 	 	23	 
	9.1 No shop
	 	 	23	 
	9.2 No due diligence
	 	 	23	 
	9.3 Notification
	 	 	23	 
	9.4 Exceptions
	 	 	24	 
	 
	 	 	 	 
	10. Termination
	 	 	24	 
	10.1 Mutual termination rights
	 	 	24	 
	10.2 Termination by ProLogis
	 	 	24	 
	10.3 Termination by MPML
	 	 	24	 
	10.4 Effect of termination
	 	 	25	 
	 
	 	 	 	 
	11. GST
	 	 	25	 
	11.1 Definitions
	 	 	25	 
	11.2 GST to be added to amounts payable
	 	 	25	 
	11.3 Liability net of GST
	 	 	25	 
	11.4 GST obligations to survive termination
	 	 	26	 
	 
	 	 	 	 
	12. General
	 	 	26	 
	12.1 Notices
	 	 	26	 
	12.2 Assignment
	 	 	27	 
	12.3 Expenses
	 	 	27	 
	12.4 Governing law and jurisdiction
	 	 	27	 
	12.6 Consents
	 	 	27	 
	12.7 Waiver
	 	 	27	 
	12.8 Amendments
	 	 	28	 
	12.9 No merger
	 	 	28	 
	12.10 Further assurances
	 	 	28	 
	12.11 Entire agreement
	 	 	28	 
	12.12 Counterparts
	 	 	28	 
	 
	 	 	 	 
	13. Guarantee
	 	 	28	 
	13.1 Undertaking
	 	 	28	 
	13.2 Liability unaffected by other events
	 	 	28	 
	13.3 Principal obligation
	 	 	28	 
	 
	 	 	 	 
	Annexure 1
	 	 	30	 
	Deed Poll
	 	 	30	 
	 
	 	 	 	 
	1. Definitions and Interpretation
	 	 	30	 






Page (ii)









 







			
	 	 	 
	Implementation Agreement
	 	






	 	 	 	 	 
	1.1 Definitions
	 	 	30	 
	1.2 Interpretation
	 	 	30	 
	1.3 Business Day
	 	 	32	 
	 
	 	 	 	 
	2. Conditions Precedent and Termination
	 	 	32	 
	2.1 Conditions precedent
	 	 	32	 
	2.2 Termination
	 	 	32	 
	 
	 	 	 	 
	3. Payment of subscription price by ProLogis
	 	 	32	 
	 
	 	 	 	 
	4. Other Transaction Steps
	 	 	32	 
	 
	 	 	 	 
	5. Warranties
	 	 	32	 
	 
	 	 	 	 
	6. Stamp Duty
	 	 	33	 
	 
	 	 	 	 
	7. Notices
	 	 	33	 
	 
	 	 	 	 
	8. General
	 	 	34	 
	8.1 Nature of deed poll
	 	 	34	 
	8.2 Governing law and jurisdiction
	 	 	34	 
	8.4 Waiver
	 	 	34	 
	8.5 Amendments
	 	 	34	 
	8.6 Assignment
	 	 	34	 
	 
	 	 	 	 
	Annexure 2
	 	 	36	 
	Timetable
	 	 	36	 
	 
	 	 	 	 
	Annexure 3
	 	 	38	 
	MPR Constitution Modifications
	 	 	38	 
	 
	 	 	 	 
	Annexure 4
	 	 	41	 
	 
	 	 	 	 
	Relevant Derivatives
	 	 	41	 






Page (iii)









 








			
	 	 	 
	Implementation Agreement
	 	





	 	 	 	 	 	 	 
	Date

	 	 	 	 	2007	 
	 
	 	 	 	 	 	 
	Parties
	 	 	 	 	 	 
	1.	 	ProLogis North American Closed-End
Industrial Fund REIT II LLC, a Delaware limited liability company
with its office at 4545 Airport Way, Denver, Colorado 80239

(ProLogis)
	 
	 	 	 	 	 	 
	2.	 	ProLogis, a Maryland real estate
investment trust with its head office at 4545 Airport Way, Denver, Colorado 80239 (Guarantor)

	 
	 	 	 	 	 	 
	3.	 	
Macquarie ProLogis Management Limited
(ABN 94 100 226 293) as responsible entity of Macquarie
ProLogis Trust (ARSN 100 649 536) of Level 7, No. 1 Martin Place, Sydney NSW 2000 (MPML)
	 
	 	 	 	 	 	 
	Recitals
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	A	 	ProLogis wishes to acquire, either itself or through a controlled entity, all of the issued units in
Macquarie ProLogis Trust pursuant to the Scheme.
	 
	 	 	 	 	 	 
	B	 	ProLogis and MPML have agreed to implement the Scheme and take the Transaction Steps on and subject to
the terms of this Agreement.






It is agreed as follows.





	1.	 	Definitions and Interpretation






	1.1	 	Definitions
	 
	 	 	The following definitions apply unless the context requires otherwise.
	 
	 	 	ASIC means the Australian Securities and Investments Commission.
	 
	 	 	ASX means ASX Limited (ACN 008 624 691).
	 
	 	 	Business Day means a day, other than a Saturday, Sunday or public holiday, on which banks
are open for business in Sydney.
	 
	 	 	Code means the Internal Revenue Code of 1986 (United States), as amended including the
interpretations of it set out in the Treasury regulations promulgated under it.
	 
	 	 	Competing Proposal means a transaction that, if completed, would mean an Entity (other than
a ProLogis Group Member) would:






	 	(a)	 	directly or indirectly, acquire an interest in or become the holder of:






	 	(i)	 	20% or more of the Units or 20% or more of the voting
Securities in any Subsidiary of MPR; or
	 
	 	(ii)	 	the whole, or a substantial part, of the MPR Group’s business
or assets;





 Page 1









 







			
	 	 	 
	Implementation Agreement
	 	






	 	(b)	 	acquire control of MPR, within the meaning of section 50AA of the
Corporations Act; or
	 
	 	(c)	 	otherwise acquire or merge (including by a reverse takeover bid or dual
listed companies structure) with MPR.






	 	 	Condition Precedent has the meaning given in clause 3.1.
	 
	 	 	Corporations Act means the Corporations Act 2001 (Cth).
	 
	 	 	Court means a court of competent jurisdiction under the Corporations Act.
	 
	 	 	Deed Poll means a deed poll substantially in the form of Annexure 1 under which ProLogis
covenants in favour of the Scheme Participants to perform its obligations under this
Agreement.
	 
	 	 	End Date means 31 July 2007 or such later day as the parties may agree.
	 
	 	 	Entity includes a natural person, a body corporate (including, without limitation, a United
States limited liability company), a partnership, a trust and the trustee of a trust.
	 
	 	 	Exclusivity Period means the period commencing on the date of this Agreement and ending on
the earlier of:






	 	(b)	 	the date this Agreement is terminated in accordance with its terms; and
	 
	 	(c)	 	the Implementation Date.






	 	 	Explanatory Memorandum means the notice of meeting and explanatory statement in relation to
the Scheme to be sent to Unitholders.
	 
	 	 	Government Agency means:






	 	(a)	 	any government or any governmental, semi-governmental, administrative, fiscal
or judicial body, department, commission, authority, tribunal, agency or entity; or
	 
	 	(b)	 	any professional body or self-regulatory organisation that performs statutory
functions, including the ASX.






	 	 	Group Member means:






	 	(a)	 	in relation to ProLogis – a ProLogis Group Member; and
	 
	 	(b)	 	in relation to MPML – an MPR Group Member.






	 	 	Implementation Date means the tenth Business Day after the date of the Unitholders Meeting.
	 
	 	 	Information means any information that is disclosed under this Agreement in connection with
the Scheme or the Transaction Steps, excluding Information that is already in the public
domain other than because of a disclosure in breach of clause 8.1.
	 
	 	 	Insolvency Event means, in relation to an Entity:






	 	(a)	 	insolvency official: the appointment of a liquidator, provisional liquidator,
administrator, receiver, receiver and manager or other insolvency official (whether
under an Australian law or a foreign law) to the Entity or to the whole or a
substantial part of the property or assets of the Entity;
	 
	 	(b)	 	arrangements: the entry by the Entity into a compromise or arrangement with
its creditors or, if it is a trustee, the creditors of its trust, generally;




 Page 2









 







			
	 	 	 
	Implementation Agreement
	 	






	 	(c)	 	winding up:






	 	(i)	 	the calling of a meeting to consider a resolution to wind up
the Entity, other than where the resolution is frivolous or cannot reasonably
be considered to be likely to lead to the actual winding up of the Entity; or
	 
	 	(ii)	 	the making of an application or order for the winding up or
dissolution of the Entity, other than where the application or order (as the
case may be) is set aside within 14 days;






	 	(d)	 	suspends payment: the Entity suspends or threatens to suspend payment of its
debts or, if it is a trustee, the debts of its trust, generally;
	 
	 	(e)	 	ceasing business: the Entity ceases or threatens to cease to carry on
business or, if it is a trustee, the business of the trust; or
	 
	 	(f)	 	insolvency: the Entity is or becomes unable to pay its debts or, if it is a
trustee, the debts of its trust, when they fall due within the meaning of the
Corporations Act or is (or if it is a trustee, its trust is) otherwise presumed to be
insolvent under the Corporations Act.






	 	 	MPIT Relevant Derivative means the derivative contracts to which MPML as responsible entity
of Macquarie ProLogis Income Trust is a party referred to in Part B of Annexure 4.
	 
	 	 	MPML Independent Directors means Trevor Gerber, Robert Joss and Stephen McConahey (or their
replacements from time to time).
	 
	 	 	MPML Representative means:






	 	(a)	 	an MPR Group Member other than MPML; and
	 
	 	(b)	 	any director, officer, employee or adviser of an MPR Group Member.






	 	 	MPR means the Macquarie ProLogis Trust (ARSN 100 649 536) constituted by the MPR
Constitution.
	 
	 	 	MPR Constitution means the constitution for MPR dated 20 May 2002 as amended by the First
Supplemental Deed Poll dated 30 October 2002, the Second Supplemental Deed Poll dated 8
January 2003, the Third Supplemental Deed Poll dated 14 October 2005, the Fourth
Supplemental Deed Poll dated 13 December 2006 and the Fifth Supplemental Deed Poll dated 21
December 2006.
	 
	 	 	MPR Constitution Modifications means the modifications of the MPR Constitution as set out
in Annexure 3, amended, if required, to reflect the Redemption Price (as calculated under
this Agreement) and any amendments to those modifications or other modifications that the
parties acting in good faith reasonably agree are necessary or desirable to implement the
Scheme.
	 
	 	 	MPR Group means MPR and its Subsidiaries and MPML.
	 
	 	 	MPR Group Member means an Entity that is part of the MPR Group.
	 
	 	 	MPR Information means all information in the Explanatory Memorandum or otherwise provided
by MPML to Unitholders in connection with the Scheme, other than the ProLogis Information.
	 
	 	 	MPR Relevant Derivative means the derivative contracts to which MPML is a party referred to
in Part A of Annexure 4.
	 
	 	 	Notes means the promissory notes issued by the REITs to Macquarie ProLogis Management
Limited as responsible entity of Macquarie ProLogis Income Trust, the aggregate face value
of which as at 31 December 2006 was US $114,654,219.12.




 Page 3









 







			
	 	 	 
	Implementation Agreement
	 	












	 	 	Pre-Implementation Date means the ninth Business Day after the date of the Unitholders
Meeting.
	 
	 	 	Prescribed Occurrence means the occurrence or authorisation of, or agreement to engage in,
any of the following:






	 	(a)	 	MPML converting all or any Units into a larger or smaller number of units;
	 
	 	(b)	 	an MPR Group Member resolving to reduce its capital in any way or
reclassifying, combining, splitting, redeeming, repurchasing or cancelling directly or
indirectly any of its Securities;
	 
	 	(c)	 	an MPR Group Member:






	 	(i)	 	entering into a buy-back agreement; or
	 
	 	(ii)	 	resolving to approve the terms of a buy-back agreement;






	 	(d)	 	MPML declaring, paying or distributing any part of the profits, capital or
assets of MPR (other than a regular quarterly distribution to be paid by MPML to
Unitholders; a distribution referred to in clause 4.3(b); or the Special
Distribution);
	 
	 	(e)	 	an MPR Group Member issuing or granting, or agreeing to issue or grant, any
Securities to an Entity that is not an MPR Group Member;
	 
	 	(f)	 	the MPR Constitution being modified or replaced;
	 
	 	(g)	 	an MPR Group Member disposing, or agreeing to dispose, of the whole, or a
substantial part, of the MPR Group’s business or assets;
	 
	 	(h)	 	an MPR Group Member:






	 	(i)	 	acquiring or disposing of;
	 
	 	(ii)	 	agreeing to acquire or dispose of; or
	 
	 	(iii)	 	offering, proposing, announcing a bid or tendering for,






	 	 	 	any Securities, business, assets, interests in a joint venture, entity or
undertaking the consideration (including the value of assumed liabilities) for
which exceeds $250,000 in aggregate, other than in MPR’s ordinary course of
business;
	 
	 	(i)	 	an MPR Group Member creating, or agreeing to create, any Security Interest
over the whole, or a substantial part, of MPR Group’s business or assets, other than
Security Interests that secure hedging transactions or similar financial instruments
entered into in accordance with MPR’s existing treasury policies;
	 
	 	(j)	 	an MPR Group Member entering into an agreement or giving a commitment
requiring total payments over $250,000, other than:






	 	(i)	 	agreements or commitments entered into in MPR’s ordinary
course of business; or
	 
	 	(ii)	 	under any hedging transactions or similar financial
instruments entered into in accordance with MPR’s existing treasury policies;






	 	(k)	 	an Insolvency Event occurring in relation to an MPR Group Member the assets
of which exceeds $1,000,000; or




 Page 4









 







			
	 	 	 
	Implementation Agreement
	 	












	 	(l)	 	an MPR Group Member changing any significant accounting policy applied by it
to report its financial position (other than changes required to implement
International Financial Reporting Standards or other applicable Australian Accounting
Standards),






	 	 	provided that any acts or omissions by any MPR Group Member:






	 	(a)	 	expressly permitted or required by this Agreement;
	 
	 	(b)	 	under or in connection with the Scheme or Transaction Steps; or
	 
	 	(c)	 	with ProLogis’s prior written approval,






	 	 	are not Prescribed Occurrences.
	 
	 	 	ProLogis Group means the Guarantor and its Subsidiaries, including ProLogis and the
ProLogis Nominee, but excluding any MPR Group Member.
	 
	 	 	ProLogis Group Member means an Entity that is part of the ProLogis Group.
	 
	 	 	ProLogis Information means information about the ProLogis Group that ProLogis gives MPML
for inclusion in the Explanatory Memorandum.
	 
	 	 	ProLogis Nominee means the ProLogis Group Member which is nominated by ProLogis under
clause 3.6.
	 
	 	 	ProLogis Representative means:






	 	(a)	 	a ProLogis Group Member other than ProLogis; and
	 
	 	(b)	 	any director, officer, employee or adviser of a ProLogis Group Member.






	 	 	Record Time means 7.00 pm on the eighth Business Day after the date of the Unitholders
Meeting.
	 
	 	 	Redemption Price means $1.43, less:






	 	(a)	 	that part of the Special Distribution referred to in clause 4.3(a) (Unwind of
derivatives); and
	 
	 	(b)	 	the amount of any other distribution per Unit made or declared by MPML after
the date of this Agreement and prior to the implementation of the Scheme of any part
of the profits, capital or assets of MPR (other than any regular quarterly
distribution, including the distribution for the quarter ending on 30 June 2007 if the
Implementation Date does not occur until after 30 June 2007, and that part of the
Special Distribution referred to in clause 4.3(b) (Pro-rata amounts)).






	 	 	Regulatory Approval has the meaning given in clause 3.1.
	 
	 	 	Register means the register of unitholders of MPR.
	 
	 	 	REIT Opinion means an opinion from Messrs. Mayer,Brown,Rowe and Maw LLP to the effect that
Macquarie ProLogis US Trust, Inc and Macquarie ProLogis Mexico Trust, Inc have each
qualified for treatment as a real estate investment trust under the Code for each of their
taxable years since their inception through and including their taxable years ending 31
December 2006, and that their organisation and proposed methods of operation will enable
them to continue to meet the requirements for qualification and taxation as real estate
investment trusts under the Code for their taxable years ending 2007, substantially in the
form of the draft REIT opinion agreed between the parties and initialled for identification
on or about the date of this Agreement.
	 
	 	 	Resolutions has the meaning given in clause 5.5(d).




 Page 5









 







			
	 	 	 
	Implementation Agreement
	 	












	 	 	Scheme means the transactions between MPML, the ProLogis Nominee and the Scheme
Participants set out in clause 4.
	 
	 	 	Scheme Participant means a person who is a Unitholder as at the Record Time.
	 
	 	 	Securities means:






	 	(a)	 	shares in a body;
	 
	 	(b)	 	debentures of a body;
	 
	 	(c)	 	interests in a registered managed investment scheme;
	 
	 	(d)	 	legal or equitable rights or interests in:






	 	(i)	 	shares;
	 
	 	(ii)	 	debentures; or
	 
	 	(iii)	 	interests in a registered managed investment scheme; or






	 	(e)	 	options to acquire (whether by way of issue or transfer) a security covered
by paragraphs (a), (b) or (c).






	 	 	Security Interest means an interest or power:






	 	(a)	 	reserved in or over any interest in any asset including any retention of
title; or
	 
	 	(b)	 	created or otherwise arising in or over any interest in any asset under a
bill of sale, mortgage, charge, lien, pledge, trust or power by way of security for
the payment of debt or any other monetary obligation or the enforcement of any other
obligation and whether or not existing or agreed to be granted or created.






	 	 	SHEDS means the Step-up Hybrid Exchangeable Distributing Securities in Macquarie ProLogis
Income Trust (ARSN 112 882 283).
	 
	 	 	SHEDS Terms of Issue means the terms of issue set out in Appendix A of the product
disclosure statement published in relation to the SHEDS.
	 
	 	 	Special Distribution means the special distribution per Unit referred to in clause 4.3.
	 
	 	 	Subsidiary has the meaning given in the Corporations Act, but an Entity will also be taken
to be a Subsidiary of an Entity if it is controlled by that Entity (as ‘control’ is defined
in section 50AA of the Corporations Act) and, without limitation:






	 	(a)	 	a trust may be a Subsidiary, for the purposes of which a unit or other
beneficial interest will be regarded as a share; and
	 
	 	(b)	 	an Entity may be a Subsidiary of a trust if it would have been a Subsidiary
if that trust were a corporation.






	 	 	Tax means all kinds of taxes, duties, imposts, deductions and charges imposed by a
government, together with interest and penalties.
	 
	 	 	Timetable means the timetable set out in Annexure 2, or as otherwise agreed by the parties.
	 
	 	 	Trading Cessation Date means the third Business Day after the date of the Unitholders
Meeting.
	 
	 	 	Transaction Steps means the steps set out in clauses 5.2, 5.3, 5.4 and 5.5.
	 
	 	 	Unit means a fully paid unit in MPR.






 Page 6









 






			
	 	 	 
	Implementation Agreement
	 	
	 	 	 






Unitholder means each person who is registered in the Register as the holder of Units from
time to time.




Unitholders Meeting means the meeting of Unitholders to be convened to consider the
Resolutions pursuant to the MPR Constitution.




	1.2	 	Interpretation
	 
	 	 	In this Agreement, headings and boldings are for convenience only and do not affect the
interpretation of this Agreement and, unless the context requires otherwise:






	 	(a)	 	words importing the singular include the plural and vice versa;
	 
	 	(b)	 	words importing a gender include any gender;
	 
	 	(c)	 	other parts of speech and grammatical forms of a word or phrase defined in
this Agreement have a corresponding meaning;
	 
	 	(d)	 	an expression importing a natural person includes any company, partnership,
joint venture, association, corporation or other body corporate and any Government
Agency;
	 
	 	(e)	 	a reference to any thing (including any right) includes a part of that thing,
but nothing in this clause 1.2 implies that performance of part of an obligation
constitutes performance of the obligation;
	 
	 	(f)	 	a reference to a clause, party, annexure, exhibit or schedule is a reference
to a clause of, and a party, annexure, exhibit and schedule to, this Agreement and a
reference to this Agreement includes any annexure, exhibit and schedule;
	 
	 	(g)	 	a reference to a statute, regulation, proclamation, ordinance or by-law
includes all statutes, regulations, proclamations, ordinances or by-laws amending,
consolidating or replacing it, and a reference to a statute includes all regulations,
proclamations, ordinances and by-laws issued under that statute;
	 
	 	(h)	 	a reference to an agreement other than this Agreement includes an
undertaking, deed, agreement or legally enforceable arrangement or understanding
whether or not in writing;
	 
	 	(i)	 	a reference to a document includes all amendments or supplements to, or
replacements or novations of, that document;
	 
	 	(j)	 	a reference to a document includes any agreement in writing, or any
certificate, notice, instrument or other document of any kind;
	 
	 	(k)	 	a reference to a party to a document includes that party’s successors and
permitted assigns;
	 
	 	(l)	 	a reference to an asset includes all property of any nature, including a
business, and all rights, revenues and benefits;
	 
	 	(m)	 	a reference to dollars and $ is a reference to the lawful currency of the
Commonwealth of Australia;
	 
	 	(n)	 	a reference to any time is a reference to that time in Sydney;
	 
	 	(o)	 	a reference to a body (including an institute, association or authority),
other than a party, whether statutory or not:






	 	(iii)	 	that ceases to exist; or






Page 7









 







			
	 	 	 
	Implementation Agreement
	 	
	 	 	 







	 	(iv)	 	whose powers or functions are transferred to another body,






is a reference to the body that replaces it or substantially succeeds to those of
its powers or functions that relate to the subject matter of this Agreement;




	 	(p)	 	a reference to anything that any party must do, or not do, includes:






	 	(v)	 	its acts, defaults and omissions, whether direct or indirect,
and whether on its own account, or for or through any other person; and
	 
	 	(vi)	 	acts, defaults and omissions that it permits or suffers to be
done, or not done, by any other person;






	 	(q)	 	a reference to anything done or not done by a trust includes a reference to
things done or not done by the trustee of the trust in the trustee’s capacity as
trustee of the trust;
	 
	 	(r)	 	no provision of this Agreement will be construed adversely to a party solely
on the ground that the party was responsible for the preparation of this Agreement or
that provision; and
	 
	 	(s)	 	use of the expressions “include” and “in particular” does not limit the
generality of the preceding words, or exclude anything not expressly included or
particularised.






	1.3	 	Business Day
	 
	 	 	Except where otherwise expressly provided, where under this Agreement the day on which any
act, matter or thing is to be done is a day other than a Business Day, such act, matter or
thing will be done on the next Business Day.
	 
	2.	 	Proposing the Scheme
	 
	 	 	Subject to the terms of this Agreement:






	 	(a)	 	MPML agrees to propose the Scheme to Unitholders and to carry out the
Transaction Steps for which it is responsible in accordance with this Agreement; and
	 
	 	(b)	 	ProLogis agrees to perform its obligations under the Scheme and to carry out
the Transaction Steps for which it is responsible in accordance with this Agreement.






	3.	 	Conditions Precedent
	 
	3.1	 	Conditions precedent
	 
	 	 	The parties’ obligations under clause 4 do not become binding until each of the following
conditions precedent (each, a Condition Precedent) has been satisfied or, where permitted,
waived:






	 	(a)	 	(Unitholder approval) the Resolutions are approved by the requisite
majorities of Unitholders;
	 
	 	(b)	 	(ASIC and ASX)






	 	(i)	 	ASIC and ASX issue or provide such consents, waivers,
approvals or do such other acts that are necessary to implement the Scheme;
	 
	 	(ii)	 	ASX grant any necessary waivers or approvals to allow a
ProLogis Group Member to purchase the Notes from the Macquarie ProLogis Income
Trust as envisaged by




Page 8









 






			
	 	 	 
	Implementation Agreement
	 	
	 	 	 





	 	 	 	clause 5.3(c)(i) without the need for a meeting of members of Macquarie
ProLogis Income Trust;






	 	(c)	 	(Government Agencies) all other approvals of a Government Agency which the
parties agree are necessary to implement the Scheme have been obtained;
	 
	 	(d)	 	(restraints) no temporary restraining order, preliminary or permanent
injunction or other order issued by any court of competent jurisdiction or other legal
restraint or prohibition preventing the Scheme is in effect as at 9.00 am on the
Implementation Date; and
	 
	 	(e)	 	(opinions) on the Pre-Implementation Date, ProLogis has received the signed
REIT Opinion.






For the purposes of this clause 3.1, an approval in clause 3.1(b) or 3.1(c) (each, a
Regulatory Approval) will not be regarded as having been obtained unless given
unconditionally or subject to conditions which are satisfactory to the party subject to the
condition.




	3.2	 	Reasonable endeavours
	 
	 	 	Each party must use reasonable endeavours to ensure that each Condition Precedent is
satisfied as soon as possible and in any event on or before, in relation to the approval in
clause 3.1(b)(ii), the date upon which MPML is to issue the Issuer Realisation Notice
pursuant to clause 5.3(a), and, otherwise, the End Date. This includes, in relation to the
approval in clause 3.1(b)(ii), MPML applying for that approval in its capacity as
responsible entity of Macquarie ProLogis Income Trust (or in such other manner acceptable
to ASX). Without limiting the rest of this clause, each party must provide the other party
with reasonable assistance to satisfy the Conditions Precedent.
	 
	3.3	 	Notification
	 
	 	 	Each party must promptly notify the other in writing if it discovers that any Condition
Precedent is satisfied or becomes incapable of being fulfilled.
	 
	3.4	 	Waiver of Conditions Precedent






	 	(a)	 	The Conditions Precedent in clauses 3.1(a), 3.1(b), 3.1(c) and 3.1(d) are for
the benefit of each party and any breach or non-fulfilment of any of those Conditions
Precedent may only be waived by the written agreement of both parties.
	 
	 	(b)	 	The Condition Precedent in clause 3.1(e) is for the benefit of ProLogis and
any breach or non-fulfilment of that Condition Precedent may only be waived by notice
in writing from ProLogis to MPML.
	 
	 	(c)	 	Waiver of the breach or non-fulfilment of a Condition Precedent in accordance
with this clause 3.4 does not:






	 	(i)	 	affect the party’s right to bring a claim against the other
party for any breach of this Agreement; or
	 
	 	(ii)	 	waive the breach or non-fulfilment of any other Condition
Precedent in accordance with this clause 3.4.




Page 9









 






			
	 	 	 
	Implementation Agreement
	 	
	 	 	 











	3.5	 	Conditions Precedent not met
	 
	 	 	Either party may terminate this Agreement at any time with immediate effect by written
notice to the other party if:






	 	(a)	 	a Condition Precedent is not satisfied, or becomes incapable of being
satisfied, on or by the End Date; and
	 
	 	(b)	 	where the Condition Precedent is capable of being waived in accordance with
clause 3.4, the Condition Precedent is not waived; and
	 
	 	(c)	 	the Condition Precedent in clause 3.1(b)(ii) is not satisfied or waived by
both parties prior to the date upon which MPML is to issue the Issuer Realisation
Notice pursuant to clause 5.3(a).






	3.6	 	ProLogis Nominee
	 
	 	 	Prior to the date of the Unitholders Meeting, ProLogis must, by notice in writing to MPML,
nominate a ProLogis Group Member (which for the avoidance of doubt, may be itself) as the
ProLogis Nominee for the purposes of this Agreement.
	 
	4.	 	Scheme
	 
	4.1	 	Redemption of Units
	 
	 	 	The parties agree that the following will occur upon implementation of the Scheme on the
Implementation Date, in the order set out below:






	 	(a)	 	ProLogis will cause the ProLogis Nominee to:






	 	(i)	 	subscribe for that number of Units in MPR equal to the number
of Units on issue immediately prior to implementation of the Scheme (other
than any Units subscribed for by the ProLogis Nominee under clause 4.2(a)(i))
at a subscription price per Unit equal to the Redemption Price per Unit; and
	 
	 	(ii)	 	pay the subscription price for those Units to MPML in
immediately available funds;






	 	(b)	 	MPML will issue to the ProLogis Nominee the Units subscribed for under
paragraph (a) above;
	 
	 	(c)	 	MPML will effect a redemption of all of the Units on issue at that time
(other than the Units subscribed for by the ProLogis Nominee under clause 4.1(a) and
any Units subscribed for by the ProLogis Nominee under clause 4.2(a)(i));
	 
	 	(d)	 	MPML will pay the Redemption Price for the Units redeemed under paragraph (c)
above, in accordance with clause 4.5.






	4.2	 	Redemption of Units held by any 5%+ Unitholders
	 
	 	 	The parties agree that where clause 5.2(c) applies (but not otherwise), the following will
occur on the Pre-Implementation Date, in the order set out below:






	 	(a)	 	ProLogis will cause the ProLogis Nominee to:




Page 10









 






			
	 	 	 
	Implementation Agreement
	 	
	 	 	 











	 	(i)	 	subscribe for that number of Units in MPR equal to the number
of Units redeemed in accordance with paragraph (c) below at a subscription
price per Unit equal to the Redemption Price per Unit; and
	 
	 	(ii)	 	pay the subscription price for those Units to MPML in
immediately available funds;






	 	(b)	 	MPML will issue to the ProLogis Nominee the Units subscribed for under
paragraph (a) above;
	 
	 	(c)	 	MPML will effect a redemption of all of the Units held by each Scheme
Participant who is the registered holder of any Units referred to in clause
5.2(c)(iii); and
	 
	 	(d)	 	MPML will pay the Redemption Price for the Units redeemed under paragraph (c)
above (less the amount of any Tax (or an estimate of it) that MPML will become liable
for as a result of or in connection with the filing of the Section 897(i) election in
accordance with clause 5.2 in respect of those Units) into an account in the name of
MPML to be held on behalf of those Scheme Participants pending implementation of the
Scheme on the Implementation Date, following which the Redemption Price per Unit (net
of any such amount or estimated amount in respect of that Unit) will be paid by MPML
to those Scheme Participants in accordance with clause 4.5.






If implementation of the Scheme does not take place on the Implementation Date and any
Units have been redeemed under this clause 4.2, then without prejudice to a party’s rights
under this agreement in the event the Scheme has not been implemented due to the fault of
another party, or where another party is in breach of this agreement, the parties must do
everything reasonably practicable to re-issue to each Unitholder whose Units have been so
redeemed the number of units equivalent to those redeemed and otherwise do everything
reasonably practicable to restore that Unitholder and the ProLogis Nominee to the economic
position each had been in before the redemption. The issue price for any issue of Units
under this clause will be the Redemption Price.




	4.3	 	Special Distribution
	 
	 	 	The parties agree that upon the Pre-Implementation Date (before any Units are redeemed or
issued in accordance with clause 4.2), MPML will determine to distribute (as a distribution
of trust income) an amount per Unit then on issue equal to the sum of (a) and (b) below:






	 	(a)	 	(Unwind of derivatives) an amount equal to the sum of:






	 	(i)	 	the aggregate net amount payable to MPML as a result of
closing out or assignment of the MPR Relevant Derivatives in accordance with
clause 5.4; and
	 
	 	(ii)	 	the aggregate net amount to be distributed by MPML as
responsible entity of the Macquarie ProLogis Income Trust to MPML as
responsible entity of the Macquarie ProLogis Trust as a result of closing out
or assignment of the MPIT Relevant Derivatives in accordance with clause 5.4,






divided by the number of Units on issue as at the Record Time; rounded down to the
second decimal point of a cent; and




	 	(b)	 	(Pro-rata amounts) the amount per Unit referred to either (i) or (ii) below,
as required:




Page 11









 






			
	 	 	 
	Implementation Agreement
	 	
	 	 	 











	 	(i)	 	if the Pre-Implementation Date is before 30 June 2007, an
amount per Unit equal to that proportion of $0.02 which the number of days
from 1 April 2007 up until and including the Pre-Implementation Date bears to
the total number of days in the quarter ending 30 June 2007, rounded down to
the second decimal point of a cent; and
	 
	 	(ii)	 	if the Pre-Implementation Date is after 30 June 2007, an
amount per Unit equal to that proportion of $0.02 which the number of days
from 1 July 2007 up until and including the Implementation Date bears to the
total number of days in the quarter ending 30 September 2007, rounded down to
the second decimal point of a cent.






	4.4	 	Payment of the Special Distribution
	 
	 	 	The Special Distribution will be paid to Scheme Participants in accordance with clause 4.5.
	 
	4.5	 	Payment of Redemption Price and Special Distributions






	 	(a)	 	Within three Business Days after the Implementation Date, MPML will pay to
each Scheme Participant the Redemption Price per Unit and the Special Distribution per
Unit held by that Scheme Participant at the Record Time.
	 
	 	(b)	 	MPML shall, subject to clause 4.2(d), pay the amount referred to in clause
4.5(a) in Australian currency either by:






	 	(iii)	 	electronic funds transfer to an account nominated by the
Scheme Participant; or
	 
	 	(iv)	 	cheque sent by pre-paid post:






	 	(A)	 	in the case of Scheme Participants who are
registered as holding the Units jointly – to the address recorded in
the Register at the Record Time of the person whose name appears first
in the Register in respect of the joint holding; or
	 
	 	(B)	 	otherwise – to the Scheme Participant’s
address recorded in the Register at the Record Date.






	4.6	 	Recognising dealings in Units
	 
	 	 	For the purposes of the Scheme, MPML must recognise only the following dealings in Units:






	 	(a)	 	any redemption or issue of Units in accordance with clause 4.1 or 4.2;
	 
	 	(b)	 	for dealings of the type effected using CHESS – dealings where the transferee
is registered in the Register as the holder of the relevant Units by the Record Time;
and
	 
	 	(c)	 	for other types of dealings – dealings:






	 	(i)	 	that occurred before the close of business on the Trading
Cessation Date; and
	 
	 	(ii)	 	in respect of which a registrable transmission application or
transfer in registrable form is received at or before the Record Time at the
place where the Register is kept.






Otherwise, MPML must not register or recognise for any purpose any dealing in Units.



Page 12









 






			
	 	 	 
	Implementation Agreement
	 	
	 	 	 






	4.7	 	Register
	 
	 	 	MPML must:






	 	(a)	 	register any transmission applications or transfers which comply with and are
received in accordance with clause 4.6(c) before the Record Time; and
	 
	 	(b)	 	otherwise maintain the Register in accordance with clause 4.6 until the Units
have been redeemed as contemplated by clause 4.1 or 4.2.






The Register in this form must be the sole basis for determining rights to payment under
the Scheme.




	5.	 	Implementation
	 
	5.1	 	General obligations
	 
	 	 	Subject to any applicable laws and the ASX Listing Rules (including MPML’s duties as the
responsible entity of MPR), each party must execute all documents and take all necessary
action within its power to implement the Scheme, including the Transaction Steps in clauses
5.2, 5.3, 5.4 and 5.5. In particular, each party must provide the other party with
reasonable assistance to implement the Transaction Steps. No other provision of clause 5
limits the generality of this clause 5.1.
	 
	5.2	 	Section 897(i) Election






	 	(a)	 	Immediately following execution of this Agreement and prior to the public
announcement of the Scheme, MPML will file an election under section 897(i) of the
Code and pay to the relevant Tax authority the amount of Tax which is required in
order to file that election, as notified by ProLogis to MPML prior to the execution of
this Agreement.
	 
	 	(b)	 	If at any time following the public announcement of the Scheme and prior to
the Record Time, ProLogis determines that the election made by MPML in accordance with
paragraph (a) above (or the last election made under any prior application of this
paragraph (b)) is invalid for any reason (including because at the time the election
was made any Units were beneficially owned by a person who was at that time or had
previously been the beneficial owner of more than 5% of the Units on issue), ProLogis
may:






	 	(i)	 	at its election seek the consent of any person required in
order for MPML to file a new election under section 897(i) of the Code or seek
to acquire the relevant Units so that ProLogis can give any necessary consent;
and
	 
	 	(ii)	 	request MPML to immediately file a new election under section
897(i) of the Code and pay to the relevant Tax authority the amount of Tax
which is required in order to file that election, as notified by ProLogis to
MPML.






If a request is made under sub-paragraph (ii) above, MPML will immediately comply
with that request but subject to ProLogis providing to MPR, by way of loan, the
funds which MPR is to pay in accordance with clause 5.2(b)(ii). This paragraph (b)
may apply any number of times if an election made in accordance with this paragraph
is invalid for the reasons described above.



Page 13









 






			
	 	 	 
	Implementation Agreement
	 	
	 	 	 






	 	(c)	 	If at the Record Time:






	 	(i)	 	ProLogis determines that the last election made by MPML in
accordance with paragraph (a) or (b) above is invalid for any reason
(including because at the time the election was made any Units were
beneficially owned by a person who was at that time or had previously been the
beneficial owner of more than 5% of the Units on issue); and
	 
	 	(ii)	 	ProLogis has not obtained the consent of any person required
in order for MPML to file a new election under section 897(i) of the Code or
acquired the relevant Units so that ProLogis can give the necessary consent;
	 
	 	(iii)	 	those Units continue to be beneficially owned by a person
who is at that time or has previously been at any time the beneficial owner of
more than 5% of the Units on issue,






then clause 4.2 will apply and MPML will, if requested by ProLogis, prior to
implementation of the Scheme file a new election under section under section 897(i)
of the Code and pay to the relevant Tax authority the amount of Tax which is
required in order to file that election, as notified by ProLogis to MPML.




	 	(d)	 	MPML will execute all documents and take all steps reasonably required by
ProLogis to make any section 897(i) election referred to above (including seeking a
refund of any Tax paid with any prior election subsequently found to be invalid) and
to assist ProLogis in identifying whether at the time of execution of this Agreement
or at any time thereafter any Units were beneficially owned by a person who was at
that time or had previously been the beneficial owner of more than 5% of the Units on
issue (including issuing disclosure notices under Part 6C.2 of the Corporations Act).
	 
	 	(e)	 	If implementation of the Scheme does not occur before the End Date for any
reason other than where:






	 	(i)	 	ProLogis terminates this Agreement under clause 10 due to
material breach on the part of MPML; or
	 
	 	(ii)	 	a Competing Proposal is announced or made on or before the
End Date and, at any time, the person announcing or making Competing Proposal
(and/or any associate (as defined in section 12 of the Corporations Act) of
that person) completes the Competing Proposal (or any variation of that
Competing Proposal),






ProLogis will on demand from MPML reimburse to MPML the amount of any Tax which
MPML was required to pay in order to file an election under section 897(i) of the
Code (as notified by ProLogis to MPML at the time) less the amount of any refund of
that Tax which MPML has received. If following any reimbursement under this
paragraph (e), any Tax which is the subject of that reimbursement is refunded to
MPML, MPML will immediately pay the refunded amount to ProLogis.




	 	(f)	 	In the circumstances referred to in paragraph (e) above, MPML will take all
steps reasonably required to obtain a refund of all Tax paid in order to file an
election under section 897(i) of the Code.




Page 14









 






			
	 	 	 
	Implementation Agreement
	 	
	 	 	 





	 	(g)	 	In this clause 5.2, “beneficial owner” means a “person” as such term is
defined for the purpose of section 897 of the Code.






	5.3	 	Redemption of SHEDS






	 	(a)	 	Following release of the Explanatory Memorandum to the ASX in accordance with
clause 5.5(a)(v), MPML must (provided the independent expert’s report concludes that
the Scheme is fair and reasonable and in the best interests of Unitholders) instruct
Macquarie ProLogis Management Limited (as responsible entity of the Macquarie ProLogis
Income Trust) to issue at a time which is 25 business days (as defined in the SHEDS
Terms) prior to the anticipated Implementation Date an Issuer Realisation Notice (as
defined in the SHEDS Terms of Issue) in respect of all the SHEDS then on issue in
accordance with clause 5.3(a) of the SHEDS Terms of Issue.
	 
	 	(b)	 	MPML must also procure that that notice specifies that the SHEDS are to be
redeemed not exchanged and that redemption occurs in accordance with clause 5.5(c) of
the SHEDS Terms (read with paragraph (b) of the definition of “Change of Current
Event” in clause 9 of the SHEDS Terms).
	 
	 	(c)	 	Prior to the scheduled time for redemption of the SHEDS, ProLogis must
provide Macquarie ProLogis Management Limited (as responsible entity of the Macquarie
ProLogis Income Trust) with funding to effect the redemption by:






	 	(i)	 	purchasing, or causing a ProLogis Group Member to purchase,
the Notes from Macquarie ProLogis Management Limited (as responsible entity of
the Macquarie ProLogis Income Trust) at the face value of the Notes; and
	 
	 	(ii)	 	advancing, or causing a ProLogis Group Member to advance, to
Macquarie ProLogis Management Limited (as responsible entity of the Macquarie
ProLogis Income Trust) the difference between the aggregate redemption amount
in respect of the SHEDS and the face value of the Notes payable under
sub-paragraph (i) above. This advance may be by way of loan or equity
contribution to Macquarie ProLogis Income Trust, at ProLogis’ election.






	5.4	 	MPR and MPIT Derivatives
	 
	 	 	If the Resolutions are passed by the requisite majorities of Unitholders at the Unitholders
Meeting, MPML must:






	 	(a)	 	take all steps necessary in relation to each of the MPR Relevant Derivatives
to either close out that derivative or, if directed by ProLogis, assign that
derivative to ProLogis or its nominee, so that the aggregate net amount payable to
MPML as a result of closing out or assignment of the MPR Relevant Derivatives will be
paid to MPML prior to the Pre-Implementation Date;
	 
	 	(b)	 	ensure that Macquarie ProLogis Management Limited as responsible entity of
the Macquarie ProLogis Trust:






	 	(i)	 	takes all steps necessary in relation to each of the MPIT
Relevant Derivatives to either close out that derivative or, if directed by
ProLogis, assign that derivative to ProLogis or its nominee, so that the
aggregate net amount payable to MPML in




Page 15









 






			
	 	 	 
	Implementation Agreement
	 	
	 	 	 





	 	 	 	that capacity as a result of closing out or assignment of the MPIT Relevant
Derivatives will be paid to it prior to the Pre-Implementation Date; and
	 	(ii)	 	distributes that aggregate net amount to MPML as the sole
ordinary unit holder in the Macquarie ProLogis Income Trust after the
redemption of the SHEDS and prior to the Pre-Implementation Date.






	5.5	 	Other transaction Steps
	 
	 	 	The parties must take the following steps (which, together with the steps in clauses 5.2,
5.3 and 5.4) are referred to in this Agreement as the Transaction Steps):






	 	(a)	 	MPML must:






	 	(i)	 	execute all documents that are necessary or desirable for it
to execute to implement the Scheme;
	 
	 	(ii)	 	prepare the Explanatory Memorandum in accordance with clause
5.10;
	 
	 	(iii)	 	appoint an independent expert to provide an opinion to
Unitholders as to whether the proposal is fair and reasonable to Unitholders,
and whether the Scheme is in the best interests of Unitholders as a whole;
	 
	 	(iv)	 	without limiting clause 3.2, seek confirmation from the ASX
that it does not object to the draft MPR Constitution Modifications or the
draft Explanatory Memorandum under ASX Listing Rule 15.1;
	 
	 	(v)	 	without limiting clause 3.2, subject to obtaining the
confirmation described in (iv):






	 	(A)	 	release the Explanatory Memorandum and proxy
form to the ASX: and
	 
	 	(B)	 	print and send the Explanatory Memorandum and
a proxy form to Unitholders in accordance with the MPR Constitution
and the Corporations Act; and






	 	(vi)	 	hold the Unitholders Meeting in accordance with the MPR
Constitution and the Corporations Act.






	 	(b)	 	Each party must promptly apply for all relevant Regulatory Approvals it
requires to be able to implement the Scheme and take all steps for which it is
responsible as part of the approval process, including responding to requests for
information at the earliest practicable time.
	 
	 	(c)	 	ProLogis must, prior to despatch of the Explanatory Memorandum to
Unitholders, execute the Deed Poll.
	 
	 	(d)	 	Without limiting clause 5.9, MPML must, subject to its duties as the
responsible entity of MPR, use reasonable endeavours to obtain approval of the
following resolutions (the Resolutions) at the Unitholders Meeting:






	 	(i)	 	a special resolution of Unitholders approving the amendments
to the MPR Constitution in the manner contemplated by the MPR Constitution
Modifications and authorising MPML to sign and lodge with ASIC a supplemental
deed poll to give effect to those amendments;




Page 16









 






			
	 	 	 
	Implementation Agreement
	 	
	 	 	 





	 	(ii)	 	an ordinary resolution approving for all purposes, including
for the purposes of section 611 item 7 of the Corporations Act, the steps
required to implement the Scheme.






	 	(e)	 	If the Resolutions are passed by the requisite majorities of Unitholders,
MPML must within one Business Day after the Unitholder Meeting lodge:






	 	(i)	 	a copy of the MPR Constitution Modifications with ASIC under
section 601GC(2) of the Corporations Act and a consolidated copy of the MPR
Constitution (as amended by the MPR Constitution Modifications) if requested
by ASIC under section 601GC(3) of the Corporations Act; and
	 
	 	(ii)	 	all other notices and forms required by law or the ASX
Listing Rules to be lodged with ASIC or the ASX in relation to the
Resolutions.






	 	(f)	 	The parties must use reasonable endeavours to ensure that the ASX suspends
trading in Units no later than the close of trading on the Trading Cessation Date.






	5.6	 	Timetable
	 
	 	 	Each party must complete all Transaction Steps for which it is responsible and perform all
its other obligations by the times and/or dates specified in the Timetable (to the extent
specified in the Timetable).
	 
	5.7	 	Regulatory Approvals






	 	(a)	 	Each party must consult the other in advance in relation to all
communications (whether written or oral, and whether direct or through agents or
advisers) with any Government Agency relating to any Regulatory Approval. In
particular, each party must:






	 	(i)	 	give the other party drafts of any material written
communications to be sent to a Government Agency and make such changes to
those communications as the other party reasonably requests; and
	 
	 	(ii)	 	give the other party copies of any written communications
sent to, or received from, a Government Agency promptly on sending or
receiving them (as the case may be).






	 	(b)	 	Each party is entitled to be represented and to make submissions at any
meeting with any Government Agency relating to any Regulatory Approval.






	5.8	 	Prescribed Occurrences and ordinary course






	 	(a)	 	To the extent that the Prescribed Occurrences are within its control, MPML
must procure that, before the Implementation Date, no Prescribed Occurrence occurs
without ProLogis’s prior written consent.
	 
	 	(b)	 	From the date of this Agreement until the Implementation Date, MPML must
conduct, and must procure that each member of the MPML Group conducts, its activities
in the ordinary course and in accordance with any MPML Group Member operational and
approval protocols in place on the date of this Agreement.




Page 17









 






			
	 	 	 
	Implementation Agreement
	 	
	 	 	 











	5.9	 	Board recommendations






	 	(a)	 	Immediately after entering into this Agreement, MPML must issue a public
announcement, in a form previously agreed, that includes a clear statement that the
MPML Independent Directors unanimously recommend approval of the Scheme in the absence
of a superior Competing Proposal and subject to the independent expert expressing the
opinion that the Scheme is fair and reasonable and in the best interests of
Unitholders.
	 
	 	(b)	 	MPML will be in material breach of this Agreement if the MPML Independent
Directors change or modify their unanimous recommendation in favour of the Scheme
unless:






	 	(i)	 	the independent expert, appointed by MPML to opine on the
Scheme, fails to conclude that the Scheme is fair and reasonable and in the
best interest of Unitholders; or
	 
	 	(ii)	 	the MPML Independent Directors determine, in the manner set
out in clause 9.4, that a Competing Proposal constitutes a superior proposal
to the Scheme.






	5.10	 	Explanatory Memorandum






	 	(a)	 	MPML must prepare the Explanatory Memorandum so that it complies with all
applicable laws, ASIC policy, Takeovers Panel guidance notes and ASX Listing Rules,
and includes:






	 	(i)	 	the Resolutions;
	 
	 	(ii)	 	a report prepared by an independent expert as to whether the
Scheme is fair and reasonable and in the best interest of Unitholders; and
	 
	 	(iii)	 	a statement that, subject to the provisos in clause 5.9(b),
the MPML Independent Directors unanimously recommend that Unitholders approve
the Resolutions.






	 	(b)	 	ProLogis must assist MPML in the earliest possible preparation of the
Explanatory Memorandum. In particular, it must give MPML the ProLogis Information.
MPML must obtain ProLogis’s approval for the form and context in which the ProLogis
Information appears in the Explanatory Memorandum.






	5.11	 	Consultation
	 
	 	 	MPML must consult ProLogis about the contents of the Explanatory Memorandum and must seek
to resolve in good faith any dispute about the content of any part of the Explanatory
Memorandum with a view to reaching agreement, where reasonable in the timeframe.
	 
	5.12	 	Updating Explanatory Memorandum
	 
	 	 	Each party must ensure that those parts of the Explanatory Memorandum for which the party
is responsible are updated with any information of which the party becomes aware between
the date the Explanatory Memorandum is sent to Unitholders and the date of the Meeting,
that is necessary to ensure that the Explanatory Memorandum is not misleading or deceptive,
or likely to mislead or deceive, in any material respect, and comply with all applicable
laws, ASIC policy, Takeovers Panel guidance notes and ASX Listing Rules.
	 
	5.13	 	Access to information
	 
	 	 	Before the Implementation Date, MPML must:






Page 18









 





			
	 	 	 
	
Implementation Agreement	 	







	 	(a)	 	give ProLogis reasonable access to its records (subject to any existing
confidentiality obligations owed to third parties), premises and personnel and the
records, premises or personnel of any Entity it manages, and reasonable co-operation:






	 	(i)	 	for the purpose of implementing the Scheme and other
Transaction Steps; and
	 
	 	(ii)	 	for any other purpose which the parties agree; and






	 	(b)	 	give ProLogis all information that ProLogis reasonably requires to implement
the Transaction Steps and otherwise perform its obligations under this Agreement,






subject to the proper performance by MPML, and the directors and officers of MPML, of their
statutory and fiduciary duties.




	6.	 	Representations and Warranties
	 
	6.1	 	ProLogis representations and warranties
	 
	 	 	ProLogis represents and warrants to MPML and each MPML Representative, as at the date of
this Agreement, the Implementation Date and any other time to which a representation in
this clause 6.1 is expressed to be given, that:






	 	(a)	 	(status) ProLogis is a company duly incorporated and validly existing under
the laws of the place of its incorporation;
	 
	 	(b)	 	(power) ProLogis has the power to enter into and perform its obligations
under this Agreement and to carry out the transactions contemplated by this Agreement;
	 
	 	(c)	 	(corporate authorisations) ProLogis has taken all necessary corporate action
to authorise the entry into and performance of this Agreement and to carry out the
transactions contemplated by this Agreement;
	 
	 	(d)	 	(valid obligations) subject to laws generally affecting creditors’ rights
and the principles of equity, each of ProLogis’s obligations under this Agreement is
valid and binding and is enforceable against ProLogis in accordance with the terms of
this Agreement;
	 
	 	(e)	 	(transactions permitted) the execution and performance by ProLogis of this
Agreement and each transaction contemplated under this Agreement did not and will not
violate in any respect a provision of:






	 	(i)	 	a law or treaty or a judgment, ruling, order or decree of a
government or governmental authority or agency binding on ProLogis;
	 
	 	(ii)	 	ProLogis’s constitution or other constituent documents; or
	 
	 	(iii)	 	any other document or agreement which is binding on ProLogis
or its assets;






	 	(f)	 	(ProLogis Information) all ProLogis Information given to MPML for inclusion
in the Explanatory Memorandum:






	 	(i)	 	has been given in good faith and on the understanding that
MPML is relying on that information to prepare the Explanatory Memorandum and
propose and implement the Scheme;




Page 19









 











			
	 	 	 
	
Implementation Agreement	 	







	 	(ii)	 	will be true and correct in all material respects as at the
date the Explanatory Memorandum is sent to Unitholders; and
	 
	 	(iii)	 	is not misleading or deceptive, or likely to mislead or
deceive, (whether by omission or otherwise) as at the date the Explanatory
Memorandum is sent to Unitholders.






	6.2	 	MPML representations and warranties
	 
	 	 	MPML represents and warrants to ProLogis and each ProLogis Representative, as at the date
of this Agreement, the Implementation Date and any other time to which a representation in
this clause 6.2 is expressed to be given, that:






	 	(a)	 	(status) MPML is a corporation duly incorporated and validly existing under
the laws of the place of its incorporation;
	 
	 	(b)	 	(power) MPML has the power to enter into and perform its obligations under
this Agreement to carry out the transactions contemplated by this Agreement;
	 
	 	(c)	 	(corporate authorisations) MPML has taken all necessary corporate action to
authorise the entry into and performance of this Agreement and to carry out the
transactions contemplated by this Agreement;
	 
	 	(d)	 	(valid obligations) subject to laws generally affecting creditors’ rights
and the principles of equity, each of MPML’s obligations under this Agreement is valid
and binding and is enforceable against MPML in accordance with the terms of this
Agreement;
	 
	 	(e)	 	(transactions permitted) subject to the approvals contemplated by this
Agreement, the execution and performance by MPML of this Agreement and each
transaction contemplated under this Agreement did not and will not violate in any
respect a provision of:






	 	(iv)	 	a law or treaty or a judgment, ruling, order or decree of a
government or governmental authority or agency binding on MPML;
	 
	 	(v)	 	MPML’s constitution, the MPR Constitution or other
constituent documents; or
	 
	 	(vi)	 	any other document or agreement which is binding on MPML or
its assets; and






	 	(f)	 	(MPR Information) all MPR Information in the Explanatory Memorandum:






	 	(vii)	 	has been included in good faith;
	 
	 	(viii)	 	will be true and correct in all material respects as at the date the
Explanatory Memorandum is sent to Unitholders; and
	 
	 	(ix)	 	is not misleading or deceptive, or likely to mislead or
deceive, (whether by omission or otherwise) as at the date the Explanatory
Memorandum is sent to Unitholders.






	6.3	 	No representation or reliance
	 
	 	 	Each party acknowledges that it has not entered into this Agreement in reliance on any
warranty or representation made by or on behalf of the other party, except the warranties
and representations set out in this Agreement. This acknowledgement does not prejudice any
rights a party may have in relation to information sent to Unitholders or filed by the
other party with ASIC or the ASX.




Page 20









 











			
	 	 	 
	
Implementation Agreement	 	







	6.4	 	Benefit






	 	(a)	 	MPML holds the benefit of the representations and warranties
in clause 6.1 (the
ProLogis Warranties) on trust severally for each MPML Representative and the
Unitholders. ProLogis acknowledges that MPML and each MPML Representative may bring
action directly against ProLogis in respect of any breach of the ProLogis Warranties.
	 
	 	(b)	 	ProLogis holds the benefit of the representations and
warranties in clause 6.2
(the MPML Warranties) on trust severally for each ProLogis Representative. MPML
acknowledges that ProLogis and each ProLogis Representative may bring action directly
against MPML in respect of any breach of the MPML Warranties.






	6.5	 	Survival
	 
	 	 	The rights and obligations of MPML, each MPML Representative, ProLogis and each ProLogis
Representative under this clause 6 survive termination of this Agreement. Each of the
ProLogis Warranties and the MPML Warranties is severable and separately enforceable.






	7.	 	MPML’s Capacity and Liability
	 
	7.1	 	Capacity
	 
	 	 	MPML enters this Agreement only in its capacity as responsible entity of MPR and in no
other capacity. References in this Agreement to MPML are to be construed accordingly
unless otherwise expressly provided.
	 
	7.2	 	Limitation of liability






	 	(a)	 	Liabilities arising under, or in connection with, this Agreement can be
enforced against MPML only to the extent to which they can be satisfied out of the
assets of MPR out of which MPML is actually indemnified for the liability.
	 
	 	(b)	 	In respect of such liabilities, ProLogis must not seek recourse to any assets
that MPML holds in any capacity other than as responsible entity of MPR. In
particular, ProLogis must not:






	 	(i)	 	seek appointment of a receiver or receiver and manager
(except in relation to MPR’s assets), liquidator, provisional liquidator,
administrator or any similar person to MPML; or
	 
	 	(ii)	 	prove in any liquidation, administration or arrangement of,
or affecting, MPML (except in relation to MPR’s assets).






	 	(c)	 	MPML does not have to incur any obligation under this Agreement unless its
liability in respect of that obligation is limited in the same manner as in this
clause 7.2.
	 
	 	(d)	 	No attorney, agent, receiver or receiver and manager appointed under this
Agreement is authorised to act on behalf of MPML in a way that exposes it to any
personal liability.
	 
	 	(e)	 	Subject to clause 7.3, the limitations in this clause 7.2 apply despite any other
term of this Agreement, and extend to all MPML’s liabilities in connection with any
act, error, omission, agreement, transaction, representation or obligation relating to
this Agreement.




Page 21









 











			
	 	 	 
	
Implementation Agreement	 	







	7.3	 	Exceptions
	 
	 	 	Clause 7.2 does not apply to any liability of MPML to the extent that it is not satisfied
because:






	 	(a)	 	the extent of MPML’s indemnification out of MPR’s assets is reduced under the
MPR Constitution or by operation of law, as a result of MPR’s fraud, negligence or
breach of trust; or
	 
	 	(b)	 	MPML failed to exercise any right of indemnity it has under the MPR
Constitution in respect of that obligation or liability; or
	 
	 	(c)	 	MPML released or waived any rights of indemnity it has under the MPR
Constitution, or engaged in acts or omissions which deprived MPML of such rights to be
indemnified.






MPML’s acts, errors or omissions (including related breaches of this Agreement) do not
constitute fraud, negligence or breach of trust by MPML for the
purposes of this clause 7.3
to the extent to which they were caused or contributed to by any act, error or omission of
any other person, other than a person referred to in section 601FB(2) of the Corporations
Act.




	7.4	 	Survival
	 
	 	 	The limitations and obligations under this clause 7 survive termination of this Agreement.
	 
	8.	 	Confidentiality
	 
	8.1	 	General obligation
	 
	 	 	Subject to clause 8.2, the parties must not, and must use their respective best endeavours to
ensure that their respective directors, officers, employees, advisers and auditors do not,
disclose any Information or use any Information.
	 
	8.2	 	Permitted disclosures
	 
	 	 	A party may disclose and use, and may permit the party’s directors, officers, employees,
advisers and auditors to disclose and use, Information:






	 	(a)	 	with the other party’s prior written consent;
	 
	 	(b)	 	in the ordinary and proper course of the ordinary performance of the party’s
functions under this Agreement;
	 
	 	(c)	 	for the purpose of implementing the Scheme or Transaction Steps, including in
any document issued in connection with the Scheme or the Transaction Steps;
	 
	 	(d)	 	in connection with the enforcement of this Agreement; or
	 
	 	(e)	 	to the extent that any applicable law or Government Agency requires
disclosure of the Information.






	8.3	 	Announcements






	 	(a)	 	If a party proposes to disclose Information in circumstances permitted by
clause 8.2(e), it must give the other party at least one day’s notice, or such lesser
period as may be required or permitted by the law or Government Agency.




Page 22









 











			
	 	 	 
	
Implementation Agreement	 	







	 	(b)	 	If a party proposes to disclose Information in a public document in
circumstances permitted by clause 8.2, it must first consult the other party and use
best endeavours to agree on the form and content of the disclosure.
	 
	 	(c)	 	Nothing in this clause 8.3 limits the parties’
obligations under clause 8.1.






	8.4	 	Injunction
	 
	 	 	Each party acknowledges that:






	 	(a)	 	it may obtain Information concerning the other party’s Group Members and
their business;
	 
	 	(b)	 	disclosure of Information could cause material loss to the other party; and
	 
	 	(c)	 	as monetary damages alone would not adequately compensate the other party for
the party’s breach of this clause 8, the other party may seek an injunction from a
court if:






	 	(i)	 	the party breaches or threatens to breach this clause 8; or
	 
	 	(ii)	 	the other party has reason to believe that the party will
breach this clause 8.






	8.5	 	Survival
	 
	 	 	The parties’ rights and obligations under this clause 8 survive termination of this
Agreement.






	9.	 	Exclusivity
	 
	9.1	 	No shop
	 
	 	 	During the Exclusivity Period, MPML must ensure that neither it nor any MPML Representative
directly or indirectly solicits, invites, facilitates, encourages or initiates any
enquiries, negotiations or discussions, or communicates any intention to do any of these
things, with a view to obtaining any expression of interest, offer or proposal from any
person in relation to a Competing Proposal.






	9.2	 	No due diligence
	 
	 	 	Subject to clause 9.4, during the Exclusivity Period, MPML must ensure that neither it nor
any MPML Representative solicits, initiates or permits any party (other than ProLogis or a
ProLogis Representative) to undertake due diligence investigations on the MPR Group for the
purposes of enabling that person to make, or consider making, a Competing Proposal.






	9.3	 	Notification
	 
	 	 	Subject to clause 9.4, during the Exclusivity Period, MPML must immediately inform ProLogis
if it is approached by any person to engage in any activity that would breach its
obligations in clauses 9.1 or 9.2 (or would breach its obligations in clause 9.2 if it were
not for clause 9.4) and provide in writing to ProLogis:






	 	(a)	 	the identity of that person; and
	 
	 	(b)	 	details of the expression of interest and/or proposed Competing Proposal made
by the person making the approach and details of any discussions between such person
and MPML or MPML Representatives.




Page 23









 












			
	 	 	 
	
Implementation Agreement	 	







	9.4	 	Exceptions
	 
	 	 	The restrictions in clause 9.2 and the notification obligations in clause 9.3 do not apply
to the extent that they restrict MPML or the MPML Independent Directors from taking or
refusing to take any action with respect to a bona fide Competing Proposal (which was not
encouraged, solicited or invited, facilitated or initiated by MPML or an MPML
Representative in contravention of clause 9.1 provided that the MPML Independent Directors
have determined, in good faith and acting reasonably, that such bona fide Competing
Proposal was a superior proposal to the Scheme.






	10.	 	Termination
	 
	10.1	 	Mutual termination rights
	 
	 	 	A party may terminate this Agreement by written notice at any time before the scheduled
time for implementation of the Scheme on the Implementation Date if:






	 	(a)	 	(material breach)






	 	(i)	 	the other party is in material breach of this Agreement
before the Implementation Date;
	 
	 	(ii)	 	the first party gives the other party a notice setting out
the relevant breach and stating an intention to terminate; and
	 
	 	(iii)	 	to the extent that the breach is capable of remedy, the
other party does not remedy the breach by the earlier of five Business Days
after it receives the notice or the scheduled time for implementation of the
Scheme on the Implementation Date;






	 	(b)	 	(approvals) the Resolutions are not approved by the requisite majorities at
the Meeting; or
	 
	 	(c)	 	(regulatory intervention) a court or other Government Agency has issued a
final and non-appealable order, decree or ruling or taken other action which
permanently restrains or prohibits the Scheme.






	10.2	 	Termination by ProLogis
	 
	 	 	ProLogis may terminate this Agreement by notice in writing to MPML at any time after entry
into this Agreement and before the scheduled time for implementation of the Scheme on the
Implementation Date:






	 	(a)	 	if the MPML Independent Directors modify or withdraw their recommendation of
the Scheme or publicly indicate that they no longer support the Scheme; or
	 
	 	(b)	 	if a Prescribed Occurrence occurs; or
	 
	 	(c)	 	in accordance with clause 3.5.






	10.3	 	Termination by MPML
	 
	 	 	MPML may terminate this Agreement by notice in writing to ProLogis:






	 	(a)	 	at any time before 9.00 am on the Implementation Date if the MPML Independent
Directors modify or withdraw their recommendation in favour of the Scheme for either
of the reasons referred to in clause 5.9(b); or




Page 24









 











			
	 	 	 
	
Implementation Agreement	 	







	 	(b)	 	at any time after entry into this Agreement and before the scheduled time for
implementation of the Scheme on the Implementation Date, in accordance with clause
3.5.






	10.4	 	Effect of termination
	 
	 	 	If this Agreement is terminated under clauses 3.5, 10.1, 10.2
or 10.3, the parties are discharged from further performance of their obligations under this
Agreement. This discharge does not apply to:






	 	(a)	 	any obligations which this Agreement provides expressly survive termination;
and
	 
	 	(b)	 	any liability for a breach of this Agreement occurring before termination.






	11.	 	GST
	 
	11.1	 	Definitions
	 
	 	 	In this clause 11:
	 
	 	 	Consideration has the meaning given by the GST Law.
	 
	 	 	GST has the meaning given by the GST Law.
	 
	 	 	GST Amount means in relation to a Taxable Supply the amount of GST payable in respect of
that Taxable Supply.
	 
	 	 	GST Group has the meaning given by the GST Law.
	 
	 	 	GST Law has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999
(Cth), or, if that Act does not exist means any Act imposing or relating to the imposition
or administration of a goods and services tax in Australia and any regulation made under
that Act.
	 
	 	 	Input Tax Credit has the meaning given by the GST Law and a reference to an Input Tax
Credit entitlement of a party includes an Input Tax Credit for an acquisition made by that
party but to which another member of the same GST Group is entitled under the GST Law.
	 
	 	 	Recipient has the meaning given by the GST Law.
	 
	 	 	Tax Invoice has the meaning given by the GST Law.
	 
	 	 	Taxable Supply has the meaning given by the GST Law excluding the reference to section 84-5
of the A New Tax System (Goods and Services Tax) Act 1999 (Cth).






	11.2	 	GST to be added to amounts payable
	 
	 	 	If GST is payable on a Taxable Supply made under, by reference to or in connection with
this Agreement, the party providing the Consideration for that Taxable Supply must also pay
the GST Amount as additional Consideration. Payment of the GST Amount is conditional upon
the prior delivery to the Recipient of a valid Tax Invoice.






	11.3	 	Liability net of GST
	 
	 	 	Any reference in the calculation of any indemnity, reimbursement or similar amount to a
cost, expense or other liability incurred by a party, must exclude the amount of any Input
Tax Credit entitlement of that party in relation to the relevant cost, expense or other
liability.




Page 25









 











			
	 	 	 
	
Implementation Agreement	 	







	11.4	 	GST obligations to survive termination
	 
	 	 	The parties’ rights and obligations under this clause 11 survive termination of this
Agreement.
	 
	12.	 	General
	 
	12.1	 	Notices
	 
	 	 	Any communication under or in connection with this Agreement:






	 	(a)	 	must be in writing;
	 
	 	(b)	 	must be addressed as shown below:






ProLogis North American Closed-End Industrial Fund REIT II LLC and ProLogis



	 	 	 	 	 
	 

	 	Address:
	 	4545 Airport Way, Denver, Colorado 80239
	 
	 	 	 	 
	 

	 	Fax:
	 	1 303 567 5902
	 
	 	 	 	 
	 

	 	For the attention of:
	 	General Counsel
	 
	 	 	 	 
	 

	 	MPML	 	 
	 
	 	 	 	 
	 

	 	Address:
	 	Level 15
	 

	 	 	 	No. 1 Martin Place
	 

	 	 	 	Sydney NSW 2000
	 
	 	 	 	 
	 

	 	Fax:
	 	61 2 8232 6510
	 
	 	 	 	 
	 

	 	For the attention of:
	 	Geoff Lovell







(or as otherwise notified by that party to the other party from time to time);




	 	(c)	 	must be signed by the party making the communication or by a person duly
authorised by that party;
	 
	 	(d)	 	must be delivered or sent by fax to the number, of the addressee, in
accordance with clause 12.1(b); and
	 
	 	(e)	 	will be deemed to be received by the addressee:






	 	(i)	 	(in the case of prepaid post) on the third Business Day after
the date of posting to an address within Australia, and on the fifth Business
Day after the date of posting to an address outside Australia;
	 
	 	(ii)	 	(in the case of fax) at the local time (in the place of
receipt of that fax) which then equates to the time at which that fax is sent
as shown on the transmission report which is produced by the machine from
which that fax is sent and which confirms transmission of that fax in its
entirety, unless that local time is not a Business Day, or is after 5.00 pm on
a Business Day, when that communication will be deemed to be received at 9.00
am on the next Business Day; and
	 
	 	(iii)	 	(in the case of delivery by hand) on delivery at the address
of the addressee as provided in clause 12.1(b) unless that delivery is not made on a
Business Day, or




Page 26









 











			
	 	 	 
	
Implementation Agreement	 	







	 	 	 	after 5.00 pm on a Business Day, when that communication will be deemed to be
received at 9.00 am on the next Business Day.






	12.2	 	Assignment






	 	(a)	 	Subject to clause 12.2(b), a party cannot assign, novate or otherwise
transfer any of its rights or obligations under this Agreement without the prior
written consent of the other party.
	 
	 	(b)	 	ProLogis may, at any time before the Explanatory Memorandum is sent to
Unitholders in accordance with clause 5.5(a)(v)(B), by notice in writing to MPML and
without MPML’s consent assign all of ProLogis’ rights and obligations under this
Agreement to an Entity which is under the control of ProLogis or which is under the
control of an Entity which also controls ProLogis. For the purposes of this clause
12.2(b), “control” has the meaning given in section 50AA of the Corporations Act.






	12.3	 	Expenses
	 
	 	 	Each party will pay its own costs and expenses in connection with the negotiation,
preparation, execution and performance of this Agreement and the proposed, attempted or
actual implementation of this Agreement and the Scheme.
	 
	12.4	 	Governing law and jurisdiction






	 	(a)	 	This Agreement is governed by the laws of New South Wales.
	 
	 	(b)	 	Each party irrevocably submits to the non-exclusive jurisdiction of the
courts of New South Wales and irrevocably waives any objection to the venue of any
legal process being New South Wales on the basis that the process has been brought in
an inconvenient forum.






	12.5	 	Severability
	 
	 	 	A term or part of a term of this Agreement that is illegal or unenforceable may, provided
that to do so would not materially change the commercial effect of the transaction between
the parties, be severed from this Agreement and the remaining terms or parts of the term of
this Agreement continue in force.
	 
	12.6	 	Consents
	 
	 	 	Any consent referred to in, or required under, this Agreement from any party may not be
unreasonably withheld, unless this Agreement expressly provides for that consent to be
given in that party’s absolute discretion.
	 
	12.7	 	Waiver






	 	(a)	 	Failure to exercise or enforce or a delay in exercising or enforcing or the
partial exercise or enforcement of any right, power or remedy provided by law or under
this Agreement by any party will not in any way preclude, or operate as a waiver of,
any exercise or enforcement, or further exercise or enforcement of that or any other
right, power or remedy provided by law or under this Agreement.
	 
	 	(b)	 	Any waiver or consent given by any party under this Agreement will only be
effective and binding on that party if it is given or confirmed in writing by that
party.




Page 27









 











			
	 	 	 
	
Implementation Agreement	 	







	 	(c)	 	No waiver of a breach of any term of this Agreement will operate as a waiver
of another breach of that term or of a breach of any other term of this Agreement.






	12.8	 	Amendments
	 
	 	 	This Agreement may only be varied by a document signed by or on behalf of each of the parties.
	 
	12.9	 	No merger
	 
	 	 	The rights and obligations of the parties will not merge on completion of any transaction
under this Agreement. They will survive the execution and delivery of any assignment or
other document entered into for the purpose of implementing any transaction.
	 
	12.10	 	Further assurances
	 
	 	 	Each party will promptly do and perform all further acts and execute and deliver all
further documents (in form and content reasonably satisfactory to that party) required by
law or reasonably requested by any other party to give effect to this Agreement.
	 
	12.11	 	Entire agreement
	 
	 	 	This Agreement supersedes all previous agreements in respect of its subject matter and
embodies the entire agreement between the parties in respect of its subject matter.
	 
	12.12	 	Counterparts
	 
	 	 	This Agreement may be executed in any number of counterparts which together constitute one
instrument. A party may execute this Agreement by signing any counterpart.
	 
	13.	 	Guarantee
	 
	13.1	 	Undertaking
	 
	 	 	In consideration of MPML entering into this agreement, the Guarantor:






	 	(a)	 	unconditionally and irrevocably guarantees to MPML on demand, the due and
punctual performance by ProLogis of all the obligations of ProLogis under this
Agreement; and
	 
	 	(b)	 	as a separate and additional liability, indemnifies MPML in respect of all
liability which may be incurred by reason of any default or delay by ProLogis in the
due and punctual performance of the obligations of ProLogis under this Agreement.






	13.2	 	Liability unaffected by other events
	 
	 	 	The liability of the Guarantor under this clause 13 is not affected by anything which, but
for this clause 13.2, might operate to release or exonerate the Guarantor in whole or in
part from its obligations including without limitation any nomination of the ProLogis
Nominee pursuant to clause 3.6 or any assignment pursuant to clause 12.2(b) and no consent
is required by the Guarantor to any ProLogis Nominee or assignee.






	13.3	 	Principal obligation
	 
	 	 	This clause shall:




Page 28









 











			
	 	 	 
	
Implementation Agreement	 	







	 	(a)	 	be a principal obligation of the Guarantor and shall not be treated as
ancillary or collateral to any right or obligation;
	 
	 	(b)	 	extend to cover this Agreement as amended, varied or replaced in accordance
with clause 12.8; and
	 
	 	(c)	 	be a continuing guarantee and indemnity and shall remain in full force and
effect for so long as ProLogis has any liability or obligation to MPML and until all
those liability or obligations are full discharged.






Page 29










 








			
	Implementation Agreement	 	






Annexure 1



Deed Poll




	 	 	 
	Date

	 	2007
	 
	 	 
	Parties
	 	 
	 
	 	 
	1.

	 	ProLogis, a Maryland real estate investment trust with its head office at 4545 Airport Way, Denver,
Colorado 80239 (ProLogis); and


in favour of:


Each holder of fully paid ordinary units in Macquarie ProLogis Trust (ARSN 100 649 536) (Scheme
Unitholders)
	 
	 	 
	Recitals
	 	 
	 
	 	 
	A

	 	ProLogis and Macquarie ProLogis Management Limited, as responsible entity of the Macquarie ProLogis
Trust (MPML), have entered into an implementation agreement dated 16 April 2007 (the Implementation
Agreement) under which they each agree to take certain steps to implement the Scheme (as defined
therein).
	 
	 	 
	B

	 	In accordance with the Implementation Agreement, ProLogis is entering into this Deed to covenant in
favour of Scheme Unitholders that it will observe and perform its obligations under the Scheme.






Operative provisions.





	1.	 	Definitions and Interpretation
	 
	1.1	 	Definitions
	 
	 	 	Unless expressly defined in this deed poll, terms defined in the Implementation Agreement
have the same meaning in this deed poll.
	 
	1.2	 	Interpretation
	 
	 	 	In this deed poll, headings and boldings are for convenience only and do not affect the
interpretation of this deed poll and, unless the context requires otherwise:






	 	(a)	 	words importing the singular include the plural and vice versa;
	 
	 	(b)	 	words importing a gender include any gender;




Page 30









 





			
	Implementation Agreement	 	







	 	(c)	 	other parts of speech and grammatical forms of a word or phrase defined in
this deed poll have a corresponding meaning;
	 
	 	(d)	 	an expression importing a natural person includes any company, partnership,
joint venture, association, corporation or other body corporate and any Government
Agency;
	 
	 	(e)	 	a reference to any thing (including any right) includes a part of that thing,
but nothing in this paragraph implies that performance of part of an obligation
constitutes performance of the obligation;
	 
	 	(f)	 	a reference to a clause, party, annexure, exhibit or schedule is a reference
to a clause of, and a party, annexure, exhibit and schedule to, this deed poll and a
reference to this deed poll includes any annexure, exhibit and schedule;
	 
	 	(g)	 	a reference to a statute, regulation, proclamation, ordinance or by-law
includes all statutes, regulations, proclamations, ordinances or by-laws amending,
consolidating or replacing it, and a reference to a statute includes all regulations,
proclamations, ordinances and by-laws issued under that statute;
	 
	 	(h)	 	a reference to an agreement other than this deed poll includes an
undertaking, deed, agreement or legally enforceable arrangement or understanding
whether or not in writing;
	 
	 	(i)	 	a reference to a document includes all amendments or supplements to, or
replacements or novations of, that document;
	 
	 	(j)	 	a reference to a document includes any agreement in writing, or any
certificate, notice, instrument or other document of any kind;
	 
	 	(k)	 	a reference to a party to a document includes that party’s successors and
permitted assigns;
	 
	 	(l)	 	a reference to an asset includes all property of any nature, including a
business, and all rights, revenues and benefits;
	 
	 	(m)	 	a reference to dollars and $ is a reference to the lawful currency of the
Commonwealth of Australia;
	 
	 	(n)	 	a reference to any time is a reference to that time in Sydney;
	 
	 	(o)	 	a reference to a body (including an institute, association or authority),
other than a party, whether statutory or not:






	 	(i)	 	that ceases to exist; or
	 
	 	(ii)	 	whose powers or functions are transferred to another body,






	 	 	 	is a reference to the body that replaces it or substantially succeeds to those of
its powers or functions that relate to the subject matter of this deed poll;
	 
	 	(p)	 	a reference to anything that any party must do, or not do, includes:






	 	(i)	 	its acts, defaults and omissions, whether direct or indirect,
and whether on its own account, or for or through any other person; and
	 
	 	(ii)	 	acts, defaults and omissions that it permits or suffers to be
done, or not done, by any other person;






	 	(q)	 	a reference to anything done or not done by a trust includes a reference to
things done or not done by the trustee of the trust in the trustee’s capacity as
trustee of the trust; and




Page 31









 





			
	Implementation Agreement	 	







	 	(r)	 	use of the expressions “include” and “in particular” does not limit the
generality of the preceding words, or exclude anything not expressly included or
particularised.






	1.3	 	Business Day
	 
	 	 	Except where otherwise expressly provided, where under this deed poll the day on which any
act, matter or thing is to be done is a day other than a Business Day, such act, matter or
thing will be done on the next Business Day.
	 
	2.	 	Conditions Precedent and Termination
	 
	2.1	 	Conditions precedent
	 
	 	 	ProLogis’s obligations under clause 3 are subject to the Conditions Precedent in clause 3.1
of the Implementation Agreement being satisfied or, where permitted, waived in accordance
with clause 3 of the Implementation Agreement.
	 
	2.2	 	Termination
	 
	 	 	ProLogis’s obligations under this deed poll terminate automatically upon the termination of
the Implementation Agreement.
	 
	3.	 	Payment of subscription price by ProLogis
	 
	 	 	Subject to satisfaction by MPML of its obligations on implementation of the Scheme,
ProLogis covenants to cause the ProLogis Nominee to subscribe for, and pay the subscription
price for, Units in accordance with clause 4.1 (and, where applicable, clause 4.2) of the
Implementation Agreement.
	 
	4.	 	Other Transaction Steps
	 
	 	 	Subject to any applicable laws and the ASX Listing Rules, ProLogis must execute all
documents and take all necessary action within its power to implement the other Transaction
Steps for which it is responsible as soon as reasonably practicable.
	 
	5.	 	Warranties
	 
	 	 	ProLogis warrants to each Unitholder on the date of this deed poll and the
Implementation Date that:






	 	(a)	 	(status) ProLogis is a company duly incorporated and validly existing under
the laws of the place of its incorporation;
	 
	 	(b)	 	(power) ProLogis has the power to enter into and perform its obligations
under this deed poll to carry out the transactions contemplated by this deed poll;
	 
	 	(c)	 	(corporate authorisations) ProLogis has taken all necessary corporate action
to authorise the entry into and performance of this deed poll and to carry out the
transactions contemplated by this deed poll;




Page 32









 





			
	Implementation Agreement	 	







	 	(d)	 	(valid obligations) subject to laws generally affecting creditors’ rights
and the principles of equity, each of ProLogis’s obligations under this deed poll is
valid and binding and is enforceable against ProLogis in accordance with the terms of
this deed poll;
	 
	 	(e)	 	(transactions permitted) the execution and performance by ProLogis of this
deed poll and each transaction contemplated under this deed poll did not and will not
violate in any respect a provision of:






	 	(i)	 	a law or treaty or a judgment, ruling, order or decree of a
government or governmental authority or agency binding on ProLogis;
	 
	 	(ii)	 	ProLogis’s constitution or other constituent documents; or
	 
	 	(iii)	 	any other document or agreement which is binding on ProLogis
or its assets;






	6.	 	Stamp Duty
	 
	 	 	ProLogis must pay all stamp duty (if any) imposed on this deed poll and on any
instrument or other document executed to give effect to this deed poll.
	 
	7.	 	Notices
	 
	 	 	Any communication under or in connection with this deed poll:






	 	(a)	 	must be in writing;
	 
	 	(b)	 	must be addressed as shown below:
	 
	 	 	 	ProLogis





	 	 	 	 	 
	 
	 	Address:	 	4545 Airport Way, Denver, Colorado 80239
	 
	 	 	 	 
	 
	 	Fax:	 	1 303 567 5902
	 
	 	 	 	 
	 
	 	For the attention of:	 	General Counsel







	 	 	 	(or as otherwise notified by ProLogis to the sender);
	 
	 	(c)	 	must be signed by the party making the communication or by a person duly
authorised by that party;
	 
	 	(d)	 	must be delivered or sent by fax to the number, of the addressee, in
accordance with clause 7.1(b); and
	 
	 	(e)	 	will be deemed to be received by the addressee:






	 	(i)	 	(in the case of prepaid post) on the third Business Day after
the date of posting to an address within Australia, and on the fifth Business
Day after the date of posting to an address outside Australia;
	 
	 	(ii)	 	(in the case of fax) at the local time (in the place of
receipt of that fax) which then equates to the time at which that fax is sent
as shown on the transmission report which is produced by the machine from
which that fax is sent and which confirms transmission of that fax in its
entirety, unless that local time is not a Business Day, or is after 5.00 pm on
a Business Day, when that communication will be deemed to be received at 9.00
am on the next Business Day; and




Page 33









 





			
	Implementation Agreement	 	







	 	(iii)	 	(in the case of delivery by hand) on delivery at the address
of the addressee as provided in clause 7.1(b) unless that delivery is not made
on a Business Day, or after 5.00 pm on a Business Day, when that communication
will be deemed to be received at 9.00 am on the next Business Day.






	8.	 	General
	 
	8.1	 	Nature of deed poll






	 	(a)	 	ProLogis acknowledges that any Unitholder from time to time may rely on and
enforce this deed poll in accordance with its terms even though the Unitholders are
not party to it.
	 
	 	(b)	 	This deed poll is irrevocable and, subject to clause 2, remains in full force
and effect until:






	 	(iv)	 	ProLogis has fully performed all its obligations under this
deed poll; or
	 
	 	(v)	 	the earlier termination of this deed poll under clause 2.






	8.2	 	Governing law and jurisdiction






	 	(a)	 	This deed poll is governed by the laws of New South Wales.
	 
	 	(b)	 	ProLogis irrevocably submits to the non-exclusive jurisdiction of the courts
of New South Wales and irrevocably waives any objection to the venue of any legal
process being New South Wales on the basis that the process has been brought in an
inconvenient forum.






	8.3	 	Severability
	 
	 	 	A term or part of a term of this deed poll that is illegal or unenforceable may be severed
from this deed poll and the remaining terms or parts of the term of this deed poll continue
in force.
	 
	8.4	 	Waiver






	 	(a)	 	Failure to exercise or enforce or a delay in exercising or enforcing or the
partial exercise or enforcement of any right, power or remedy provided by law or under
this deed poll by a person will not in any way preclude, or operate as a waiver of,
any exercise or enforcement, or further exercise or enforcement of that or any other
right, power or remedy provided by law or under this deed poll.
	 
	 	(b)	 	Any waiver or consent given by a person under this deed poll will only be
effective and binding on that person if it is given or confirmed in writing by that
person.
	 
	 	(c)	 	No waiver of a breach of any term of this deed poll will operate as a waiver
of another breach of that term or of a breach of any other term of this deed poll.






	8.5	 	Amendments
	 
	 	 	This deed poll may not be varied unless the variation is agreed to by MPML in writing.
ProLogis will then execute a further deed poll in favour of the Unitholders giving effect
to such amendment.
	 
	8.6	 	Assignment
	 
	 	 	The rights and obligations of a person under this deed poll are personal. They cannot be
assigned, novated or otherwise transferred, and no person shall attempt or purport to do
so.




Page 34









 





			
	Implementation Agreement	 	












     Executed as a deed poll.



	 	 	 
	Signed for ProLogis a Maryland Real 

Estate Investment Trust, by its 

authorised representative in the
	 	 
	 

	 	 
	presence of:

	 	Authorised Representative Signature
	 
	 	 
	 

	 	 
	Witness Signature

	 	Print Name
	 
	 	 
	 

	 	 
	Print Name

	 	Position






Page 35









 





			
	Implementation Agreement	 	







Annexure 2



Timetable



Note: BD = Business Day




	 	 	 
	Date	 	Event
	 
	 	 
	T (execution date)

	 	MPML announces the Scheme proposal.
	 
	 	 
	T + 3 BD

	 	MPML appoints an independent expert (see clause 5.1).

	 
	 	 
	 

	 	
Each party applies for all relevant Regulatory Approvals which it
requires to be able to implement the Scheme (see clause 5.5(b)).
	 
	 	 
	T + 19 BD

	 	MPML obtains confirmation from the ASX that it does not object to
the draft MPR Constitution Modifications or the draft Explanatory
Memorandum (see clause 5.5(a)(iv)).
	 
	 	 
	T + 19 BD

	 	MPML receives independent expert’s report (see clause 5.2(b)).
	 
	 	 
	T + 20 BD

	 	MPML commences printing of the Explanatory Memorandum and proxy
form (see clause 5.5(a)(v)).
	 
	 	 
	T + 23 BD

	 	ProLogis executes the Deed Poll (see clause 5.5(c)).
	 
	 	 
	 

	 	MPML releases the Explanatory Memorandum and proxy form to the
ASX (see clause 5.5(a)(v)(A)).
	 
	 	 
	 

	 	MPML commences the sending of the Explanatory Memorandum and
proxy form to Unitholders (see clause 5.5(a)(v)(B)).
	 
	 	 
	 

	 	MPML instructs Macquarie ProLogis Management Limited (as
responsible entity of the Macquarie ProLogis Income Trust) to
issue an Issuer Realisation Notice (as defined in the SHEDS Terms
of Issue) in respect of all the SHEDS then on issue in accordance
with clause 5.3(a) of the SHEDS Terms of Issue.
	 
	 	 
	T + 23 BD + 24 days

	 	Meeting of Unitholders to consider and, if thought fit, approve
the Resolutions (see clause 5.5(d)).
	 
	 	 
	T + 24 BD + 24 days

	 	•      MPML lodges a copy of the MPR Constitution Modifications
with ASIC and a consolidated copy of the MPR Constitution (as
amended by the MPR Constitution Modifications) if requested by
ASIC (see clause 5.5(e)(i)). MPR Constitution Modifications take
effect upon ASIC lodgement.

	 
	 	 
	 

	 	•      MPML lodges all other notices and forms required by law
or ASX Listing Rules to be lodged with ASIC or ASX in relation to
the Resolutions (see clause 5.5(e)(ii)).

	 
	 	 
	 

	 	•     MPML takes all steps necessary to close out the MPR
Relevant Derivatives and MPIT Relevant Derivatives so that the
Special Distribution can be paid on the Implementation Date.

	 
	 	 
	T + 26 BD + 24 days

	 	Trading Cessation Date: Parties to use reasonable endeavours to
ensure that the ASX suspends trading in Units no later than the
close of trade on this date (see clause 5.5(f)).
	 
	 	 
	7.00pm on T + 31 BD +
24 days

	 	Record Time
	 
	 	 
	T + 32 BD + 24 days

	 	Pre-Implementation Date:






Page 36









 





			
	Implementation Agreement	 	







	 	 	 
	Date	 	Event
	 

	 	•     All Units held by each Scheme Participant referred to in
clause 4.2(c) at the Record Time are redeemed by MPML (see clause
4.2).

	 
	 	 
	 

	 	•     ProLogis causes the ProLogis Nominee to subscribe for
Units in accordance with clause 4.2.

	 
	 	 
	 

	 	•     Moneys are paid into account in accordance with clause 4.2.

	 
	 	 
	 

	 	•     MPML determines to distribute the Special Distribution.

	 
	 	 
	T + 33 BD + 24 days

	 	Implementation Date:
	 
	 	 
	 

	 	•     All Units on issue (other than the Units subscribed for
by the ProLogis Nominee under clause 4.1(a) and any Units
subscribed for by the ProLogis Nominee under clause 4.2(a)(i))
are redeemed by MPML (see clause 4.1).

	 
	 	 
	 

	 	•     ProLogis causes the ProLogis Nominee to subscribe for
Units in accordance with clause 4.1.

	 
	 	 
	T + 35 BD + 24 days

	 	MPML pays net Redemption Price and Special Distribution to Scheme
Participants in accordance with clause 4.5.
	 
	 	 
	T + 36 BD + 24 days

	 	Cessation of listing of MPR






Page 37









 








			
	Implementation Agreement	 	







Annexure 3



MPR Constitution Modifications





	1.	 	(Definitions): Clause 27 – insert the following definitions:






	 	(a)	 	“Implementation Agreement” means the implementation agreement entered into
between ProLogis North American Closed-End Industrial Fund REIT II LLC, ProLogis and
Macquarie ProLogis Management Limited, as responsible entity of the Trust dated 16
April 2007 a copy of which is attached as Annexure A to this constitution.
	 
	 	(b)	 	“ProLogis” means ProLogis North American Closed-End Industrial Fund REIT II
LLC, a Delaware limited liability company with its office at 4545 Airport Way, Denver,
Colorado 80239.
	 
	 	(c)	 	“ProLogis Nominee” has the meaning given in the Implementation Agreement.
	 
	 	(d)	 	“Implementation Date” has the meaning given in the Implementation Agreement.
	 
	 	(e)	 	“Pre-Implementation Date” has the meaning given in the Implementation
Agreement.
	 
	 	(f)	 	“Scheme Participant” has the meaning given in the Implementation Agreement.
	 
	 	(g)	 	“Scheme Proposal” has the meaning given in clause 28.1.
	 
	 	(h)	 	“Scheme Redemption Price” has the meaning given to the term “Redemption
Price” in the Implementation Agreement.






	2.	 	(Application Price for Units issued to ProLogis): Clause 4.1 – replace “and (e)” in clause
4.1(f) with “,(e) and (ee)” and insert the following as a new paragraph (ee) after paragraph
(e):






	 	“(ee)	 	 if Units are to be issued to ProLogis in accordance with clause 4.1 or
4.2(a) or any Unitholder in accordance with clause 4.2(b) of the Implementation
Agreement, then the Units will be issued at an Application Price per Unit equal to the
Scheme Redemption Price per Unit;”.






	3.	 	(Redemption Price): Clause 6 – replace “a Unit must” in clause 6.1 with “and subject to
clause 6.5, a Unit must” and insert “and subject to clause 6.5” before “the Redemptions Price
pursuant” in clause 6.4 and insert the following as a new clause 6.5:






	 	“6.5	 	 Any Units redeemed in accordance with clause 7.10A or 7.10B, are to be
redeemed at a Redemption Price equal to the Scheme Redemption Price.”






	4.	 	(Redemption required by Implementation Agreement): Clause 7 – insert the following as a new
clauses 7.10A and 7.10B:






	 	“7.10A	 	 On the Pre-Implementation Date, the Manager will effect a redemption of all of the
Units held by each Scheme Participant who is the registered holder of any Units
referred to in clause 5.2(c)(iii) of the Implementation Agreement and will pay the
Scheme Redemption Price for the Units so redeemed in accordance with the
Implementation Agreement.
	 
	 	7.10B	 	 On the Implementation Date, the Manager will effect a redemption of all of
the Units on issue (other than the Units subscribed for by the ProLogis Nominee under
clause 4.1(a) of the Implementation Agreement and any Units subscribed for by the
ProLogis Nominee




Page 38









 






			
	Implementation Agreement	 	







	 	 	 	under clause 4.2(a)(i) of the Implementation Agreement) and will pay the Redemption
Price for the Units so redeemed in accordance with the Implementation Agreement.






	5.	 	(Entitlement): Clause 9.5 – replace “clause 9.15 or 9.31” with “clause 9.9, 9.15 or 9.31”.






	5.	 	(Interim distributions): Clause 9.9 – delete the current clause and replace with the
following:






	 	9.9	 	The Manager may determine to make interim distributions to Members of all or
a pro rata portion of the estimated distributable income of the Trust for or in
relation to a Quarter. If the Manager determines to make a distribution in respect of
such a Quarter, the relevant amount of income is to be transferred to the Distribution
Account and the provisions of this clause 9 will apply in relation to the distribution
of that income to the Members as if that distribution was in respect of a Distribution
Period. If an amount is transferred to the Distribution Account pursuant to this
clause 9.9, there is to be an equivalent reduction in the amount required to be
transferred to the Distribution Account pursuant to clause 9.7 in respect of the
relevant Distribution Period and the provisions of clause 9.10 will apply in relation
to the balance of the Distributable Income transferred to the Distribution Account.






	6.	 	(Duration of the Trust): Clause 20 – replace “The Trust terminates” in clause 20.2 with
“Subject to clause 20.2A, the Trust terminates” and insert the following as a new clause
20.2A:
	 
	 	 	“20.2A Clause 20.2(a) shall not apply in relation to a removal of the Trust from the
Official List where that removal is a result of the redemption of all of the Units on
issue other than certain Units held by the ProLogis Nominee in accordance with clauses
7.10A and/or 7.10B and the Implementation Agreement.”
	 
	7.	 	(General authorisation): insert a new Clause 26A:
	 
	 	 	26A ProLogis Scheme






	 	26A.1	 	 The Manager may enter into an arrangement in relation to the ProLogis
Nominee becoming the sole Member of the Trust as provided for in the Implementation
Agreement and described in the Notice of Meeting and Explanatory Memorandum issued by
the Manager dated on or around [*] (Scheme Proposal) if approved by Resolutions set
out in that Notice of Meeting.
	 
	 	26A.2	 	 If the Scheme Proposal is approved by Members in accordance with clause
26A.1, whether such approval is given before or after clause 26A.1 comes into effect,
then from the later of the date of such approval or such other date as clause 28.1
comes into effect:






	 	(a)	 	the Scheme Proposal binds the Manager and all present and
future Members notwithstanding that particular Members may not have approved
the Scheme proposal;
	 
	 	(b)	 	the Manager and, so far as is relevant, the Members, must
give effect to the Scheme Proposal in accordance with its terms;
	 
	 	(c)	 	the terms of this clause 26A prevail to the extent necessary
in the event of any inconsistency with the other terms of this Constitution
other than clauses 22.3, 22.3A, 22.3B and 22.5;
	 
	 	(d)	 	subject to section 601GC(2) of the Corporations Act, the
Manager shall not have any liability of any nature to Members beyond the
assets of the Trust out of which the Manager is actually indemnified arising
directly or indirectly from the




Page 39









 





			
	Implementation Agreement	 	







	 	 	 	Manager doing or refraining from any act pursuant to or in connection with
the Scheme Proposal; and
	 
	 	(e)	 	the Manager may amend the terms of the Scheme Proposal if
such amendment is not inconsistent with the approval given by Members or such
amendment does not adversely affect the rights of the Members and this clause
26A shall apply to the Scheme Proposal as amended.






	 	26A.3	 	 If the Scheme Proposal is approved by Members, the Manager will have power
to do all things which it considers necessary, desirable or reasonably incidental go
give effect to the Scheme Proposal and the Implementation Agreement, including power
to:






	 	(a)	 	redeem, transfer or cancel Units;
	 
	 	(b)	 	execute any documents including any application for
redemption or issue of Units as agent and attorney for or on behalf of all or
any Members;
	 
	 	(c)	 	issue further Units as well as evidence of entitlement in
respect of such Units;
	 
	 	(d)	 	seek suspension from trading of Units;
	 
	 	(e)	 	seek the removal of the Trust from the Official List of the
ASX and the cessation of quotation of Units;
	 
	 	(f)	 	suspend the registration of transfers of Units; and
	 
	 	(g)	 	make distributions of income or capital from the Trust; and
	 
	 	(h)	 	deduct any amount from the Redemption Price of Units in relation to tax in
accordance with clause 4.2 of the Implementation Agreement.






	8.	 	The Implementation Agreement is appended to the constitution as Annexure A.




Page 40









 






			
	Implementation Agreement	 	












Annexure 4



Relevant Derivatives




Part A — MPR Relevant Derivatives




	 	 	 	 	 	 	 	 	 
	Date of Master	 	Date of Amending	 	 	 	 	 	Type of
	Agreement	 	Agreement	 	Party A	 	Party B	 	Contracts
	 
	15 December 2005

	 	N/A
	 	Macquarie ProLogis
Management Pty Ltd
as responsible
entity for
Macquarie ProLogis
Trust
	 	UBS AG
	 	SWAPS
	 
	 	 	 	 	 	 	 	 
	20 June 2002

	 	14 December 2005
	 	Macquarie ProLogis
Management Pty Ltd
as responsible
entity for
Macquarie ProLogis
Trust
	 	Macquarie Bank Ltd
	 	SWAPS
	 
	 	 	 	 	 	 	 	 
	12 December 2005

	 	26 April 2006
	 	Macquarie ProLogis
Management Pty Ltd
as responsible
entity for
Macquarie ProLogis
Trust
	 	Citibank NA
	 	SWAPS
	 
	 	 	 	 	 	 	 	 
	8 November 2006

	 	N/A
	 	Macquarie ProLogis
Management Pty Ltd
as responsible
entity for
Macquarie ProLogis
Trust
	 	Societe Generale
	 	SWAPS






Part B — MPIT Relevant Derivatives




	 	 	 	 	 	 	 	 	 
	Date of Master	 	Date of Amending	 	 	 	 	 	Type of
	Agreement	 	Agreement	 	Party A	 	Party B	 	Contracts
	 
	10 May 2005

	 	N/A
	 	Macquarie ProLogis
Management Pty Ltd
as responsible
entity for
Macquarie ProLogis
Income Trust
	 	Macquarie Bank Ltd
	 	SWAPS






Page 41









 





			
	Implementation Agreement	 	






Executed as an agreement.




	 	 	 
	Signed for ProLogis North American 

Closed-End Industrial Fund REIT II LLC, 

a Delaware limited liability company, 

by its authorised representative in the 

presence of:

	 	/S/ WALTER C. RAKOWICH
	 

	 	 
	 

	 	Authorised Representative Signature
	 
	 	 
	/S/ JOAN C. SAVAGE

	 	WALTER C. RAKOWICH
	 

	 	 
	Witness Signature

	 	Print Name
	 
	 	 
	JOAN C. SAVAGE

	 	President, COO
	 

	 	 
	Print Name

	 	Position






	 	 	 
	Signed for ProLogis, a Maryland Real 

Estate Investment Trust, by its 

authorised representative in the 

presence of:

	 	/S/ WALTER C. RAKOWICH
	 

	 	 
	 

	 	Authorised Representative Signature
	 
	 	 
	/S/ JOAN C. SAVAGE

	 	WALTER C. RAKOWICH
	 

	 	 
	Witness Signature

	 	Print Name
	 
	 	 
	JOAN C. SAVAGE

	 	President, COO
	 

	 	 
	Print Name

	 	Position






	 	 	 
	Executed by Macquarie ProLogis Management
Limited (as responsible entity of Macquarie
ProLogis Trust):
	 	 
	 
	 	 
	/S/ T. GERBER

	 	/S/ JOHN WRIGHT
	 

	 	 
	Director Signature

	 	Director/Secretary Signature
	 
	 	 
	T. GERBER

	 	JOHN WRIGHT
	 

	 	 
	Print Name

	 	Print Name







Page 42