AMB PROPERTY, L.P. Unconditionally Guaranteed by AMB Property Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • August 9th, 2010 • Amb Property Lp • Real estate • New York
AMB Property, L.P., a Delaware limited partnership (the “Operating Partnership”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (each, an “Underwriter,” and, collectively, the “Underwriters”) $300,000,000 aggregate principal amount of its 4.500% notes due 2017 (the “Notes”), to be issued under the Indenture, dated as of June 30, 1998 (the “Indenture”), by and among the Operating Partnership, AMB Property Corporation, a Maryland corporation (the “REIT”), and U.S. Bank, National Association, as trustee (the “Trustee”), and the Tenth Supplemental Indenture, to be dated August 9, 2010 (the “Supplemental Indenture”), by and among the Operating Partnership, the REIT and the Trustee. The Notes will be fully and unconditionally guaranteed (the “Guarantees” and, with the Notes, the “Securities”) by the REIT pursuant to the Indenture and the Supplemental Indenture. J.P. Morgan Securities Inc., Banc of America Securities LLC, Morgan Stanley & Co. Incorporated,
TENTH SUPPLEMENTAL INDENTURESupplemental Indenture • August 9th, 2010 • Amb Property Lp • Real estate • New York
TENTH SUPPLEMENTAL INDENTURE, dated as of August 9, 2010 (this “Tenth Supplemental Indenture”), by and among AMB PROPERTY, L.P., a Delaware limited partnership (the “Operating Partnership”), AMB PROPERTY CORPORATION, a Maryland corporation and the sole general partner of the Operating Partnership (the “Parent Guarantor”), and U.S. BANK NATIONAL ASSOCIATION, a national association organized and existing under the laws of the United States of America, as successor-in-interest to State Street Bank and Trust Company of California, N.A. (the “Predecessor Trustee”), as trustee hereunder (the “Trustee”).
Form of NoteNote • August 9th, 2010 • Amb Property Lp • Real estate
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
