exv10w6





Exhibit 10.6



 






FIFTEENTH AMENDED AND RESTATED




AGREEMENT OF LIMITED PARTNERSHIP



OF



AMB PROPERTY II, L.P.



 





 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	ARTICLE 1. DEFINED TERMS AND RULES OF CONSTRUCTION	 	 	4	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 1.1.
	 	Definitions
	 	 	4	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 2. ORGANIZATIONAL MATTERS	 	 	20	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 2.1.
	 	Organization
	 	 	20	 
	 

	 	Section 2.2.
	 	Name
	 	 	20	 
	 

	 	Section 2.3.
	 	Resident Agent; Principal Office
	 	 	21	 
	 

	 	Section 2.4.
	 	Power of Attorney
	 	 	21	 
	 

	 	Section 2.5.
	 	Term
	 	 	22	 
	 

	 	Section 2.6.
	 	Number of Partners
	 	 	22	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 3. PURPOSE	 	 	23	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 3.1.
	 	Purpose and Business
	 	 	23	 
	 

	 	Section 3.2.
	 	Powers
	 	 	23	 
	 

	 	Section 3.3.
	 	Partnership Only for Purposes Specified
	 	 	23	 
	 

	 	Section 3.4.
	 	Representations and Warranties by the Parties
	 	 	24	 
	 

	 	Section 3.5.
	 	Certain ERISA Matters
	 	 	25	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 4. CAPITAL CONTRIBUTIONS	 	 	26	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 4.1.
	 	Capital Contributions of the Partners
	 	 	26	 
	 

	 	Section 4.2.
	 	Loans
	 	 	26	 
	 

	 	Section 4.3.
	 	Additional Funding and Capital Contributions
	 	 	26	 
	 

	 	Section 4.4.
	 	No Preemptive Rights
	 	 	27	 
	 

	 	Section 4.5.
	 	Other Contribution Provisions
	 	 	27	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 5. DISTRIBUTIONS	 	 	27	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 5.1.
	 	Requirement and Characterization of Distributions
	 	 	27	 
	 

	 	Section 5.2.
	 	Distributions in Kind
	 	 	28	 
	 

	 	Section 5.3.
	 	Distributions Upon Liquidation
	 	 	28	 
	 

	 	Section 5.4.
	 	Distributions to Reflect Issuance of Additional Partnership Interests
	 	 	28	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 6. ALLOCATIONS	 	 	29	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 6.1.
	 	Timing and Amount of Allocations of Net Income and Net Loss
	 	 	29	 
	 

	 	Section 6.2.
	 	General Allocations
	 	 	29	 
	 

	 	Section 6.3.
	 	Additional Allocation Provisions
	 	 	31	 
	 

	 	Section 6.4.
	 	Tax Allocations
	 	 	33	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 7. MANAGEMENT AND OPERATIONS OF BUSINESS	 	 	34	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 7.1.
	 	Management
	 	 	34	 
	 

	 	Section 7.2.
	 	Certificate of Limited Partnership
	 	 	37	 
	 

	 	Section 7.3.
	 	Restrictions on General Partner’s Authority
	 	 	38	 
	 

	 	Section 7.4.
	 	Reimbursement of the General Partner
	 	 	40	 
	 

	 	Section 7.5.
	 	Outside Activities of the General Partner
	 	 	40	 
	 

	 	Section 7.6.
	 	Employee Benefit Plans
	 	 	41	 
	 

	 	Section 7.7.
	 	Indemnification
	 	 	41	 
	 

	 	Section 7.8.
	 	Liability of the General Partner
	 	 	43	 
	 

	 	Section 7.9.
	 	Other Matters Concerning the General Partner
	 	 	44	 
	 

	 	Section 7.10.
	 	Title to Partnership Assets
	 	 	44	 
	 

	 	Section 7.11.
	 	Reliance by Third Parties
	 	 	45	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 8. RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS	 	 	45	 






i









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 

	 	Section 8.1.
	 	Limitation of Liability
	 	 	45	 
	 

	 	Section 8.2.
	 	Management of Business
	 	 	45	 
	 

	 	Section 8.3.
	 	Outside Activities of Limited Partners
	 	 	46	 
	 

	 	Section 8.4.
	 	Return of Capital
	 	 	46	 
	 

	 	Section 8.5.
	 	Rights of Limited Partners Relating to the Partnership
	 	 	46	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 9. BOOKS, RECORDS, ACCOUNTING AND REPORTS	 	 	47	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 9.1.
	 	Records and Accounting
	 	 	47	 
	 

	 	Section 9.2.
	 	Fiscal Year
	 	 	47	 
	 

	 	Section 9.3.
	 	Reports
	 	 	48	 
	 

	 	Section 9.4.
	 	Nondisclosure of Certain Information
	 	 	48	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 10. TAX MATTERS	 	 	48	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 10.1.
	 	Preparation of Tax Returns
	 	 	48	 
	 

	 	Section 10.2.
	 	Tax Elections
	 	 	49	 
	 

	 	Section 10.3.
	 	Tax Matters Partner
	 	 	49	 
	 

	 	Section 10.4.
	 	Organizational Expenses
	 	 	50	 
	 

	 	Section 10.5.
	 	Withholding
	 	 	50	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 11. TRANSFERS AND WITHDRAWALS	 	 	51	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 11.1.
	 	Transfer
	 	 	51	 
	 

	 	Section 11.2.
	 	Transfer of Common Limited Partner’s Partnership Interest
	 	 	51	 
	 

	 	Section 11.3.
	 	Preferred Limited Partners’ and Class B Common Limited Partners’ Rights to Transfer
	 	 	52	 
	 

	 	Section 11.4.
	 	Substituted Limited Partners
	 	 	53	 
	 

	 	Section 11.5.
	 	Assignees
	 	 	54	 
	 

	 	Section 11.6.
	 	General Provisions
	 	 	54	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 12. ADMISSION OF PARTNERS	 	 	56	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 12.1.
	 	Admission of Successor General Partner
	 	 	56	 
	 

	 	Section 12.2.
	 	Admission of Additional Limited Partners
	 	 	56	 
	 

	 	Section 12.3.
	 	Amendment of Agreement and Certificate of Limited Partnership
	 	 	57	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 13. DISSOLUTION AND LIQUIDATION	 	 	57	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 13.1.
	 	Dissolution
	 	 	57	 
	 

	 	Section 13.2.
	 	Winding Up
	 	 	58	 
	 

	 	Section 13.3.
	 	Compliance with Timing Requirements of Regulations
	 	 	59	 
	 

	 	Section 13.4.
	 	Deemed Distribution and Recontribution
	 	 	60	 
	 

	 	Section 13.5.
	 	Rights of Limited Partners
	 	 	60	 
	 

	 	Section 13.6.
	 	Notice of Dissolution
	 	 	60	 
	 

	 	Section 13.7.
	 	Cancellation of Certificate of Limited Partnership
	 	 	60	 
	 

	 	Section 13.8.
	 	Reasonable Time for Winding-Up
	 	 	61	 
	 

	 	Section 13.9.
	 	Waiver of Partition
	 	 	61	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 14. AMENDMENT OF PARTNERSHIP AGREEMENT; CONSENTS	 	 	61	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 14.1.
	 	Amendments
	 	 	61	 
	 

	 	Section 14.2.
	 	Action by the Partners
	 	 	61	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 15. GENERAL PROVISIONS	 	 	62	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 15.1.
	 	Addresses and Notice
	 	 	62	 
	 

	 	Section 15.2.
	 	Titles and Captions
	 	 	62	 
	 

	 	Section 15.3.
	 	Pronouns and Plurals
	 	 	62	 
	 

	 	Section 15.4.
	 	Further Action
	 	 	63	 
	 

	 	Section 15.5.
	 	Binding Effect
	 	 	63	 
	 

	 	Section 15.6.
	 	Creditors
	 	 	63	 
	 

	 	Section 15.7.
	 	Waiver
	 	 	63	 
	 

	 	Section 15.8.
	 	Counterparts
	 	 	63	 
	 

	 	Section 15.9.
	 	Applicable Law
	 	 	63	 






ii









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 

	 	Section 15.10.
	 	Invalidity of Provisions
	 	 	63	 
	 

	 	Section 15.11.
	 	Entire Agreement
	 	 	63	 
	 

	 	Section 15.12.
	 	No Rights as Stockholders
	 	 	64	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 16. INTENTIONALLY OMITTED	 	 	64	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 17. INTENTIONALLY OMITTED	 	 	64	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 18. INTENTIONALLY OMITTED	 	 	64	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 19. INTENTIONALLY OMITTED	 	 	64	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 20. INTENTIONALLY OMITTED	 	 	64	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 21. INTENTIONALLY OMITTED	 	 	64	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 22. INTENTIONALLY OMITTED	 	 	64	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 23. CLASS B COMMON UNITS	 	 	65	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 23.1.
	 	Designation
	 	 	65	 
	 

	 	Section 23.2.
	 	Ranking
	 	 	65	 
	 

	 	Section 23.3.
	 	Distributions
	 	 	65	 
	 

	 	Section 23.4.
	 	Class B Redemption
	 	 	66	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 24. INTENTIONALLY OMITTED	 	 	68	 






iii









 






FIFTEENTH AMENDED AND RESTATED




AGREEMENT OF LIMITED PARTNERSHIP



OF



AMB PROPERTY II, L.P.



     THIS
FIFTEENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of February 19,
2010, is entered into by and among AMB PROPERTY HOLDING CORPORATION, a Maryland corporation (the
“Company”), as the General Partner, and the Persons whose names are set forth on
Exhibit A attached hereto, as the Limited Partners (the “Existing Limited
Partners”), together with any other Persons who become Partners in the Partnership as provided
herein.



          WHEREAS, the General Partner and the Existing Limited Partners are parties to that certain
Fourteenth Amended and Restated Agreement of Limited Partnership, dated as of February 22, 2007, as
amended by the First Amendment thereto, dated as of January 1, 2008;




          WHEREAS, on November 24, 1998, Belcrest Realty Corporation, a Delaware corporation, and Belair
Real Estate Corporation, a Delaware corporation (each a “Contributor” and, together the
“Contributors”), made an aggregate Capital Contribution of $110,000,000, in cash, to the
Partnership in exchange for which the Contributors received an aggregate of 2,200,000 Series C
Preferred Units in the Partnership;




          WHEREAS, on May 5, 1999, J.P. Morgan Mosaic Fund, LLC, a Delaware limited liability company
(the “Series D Contributor”), made a Capital Contribution of $79,766,850, in cash, to the
Partnership in exchange for which the Series D Contributor received 1,595,337 Series D Preferred
Units in the Partnership;




          WHEREAS, on August 31, 1999, Fifth Third Equity Exchange Fund 1999, LLC, a Delaware limited
liability company (the “Series E Contributor”), made a Capital Contribution of $11,022,000,
in cash, to the Partnership in exchange for which the Series E Contributor received 220,440 Series
E Preferred Units in the Partnership;




          WHEREAS, on March 22, 2000, Bailard, Biehl & Kaiser Technology Exchange Fund, LLC, a Delaware
limited liability company (the “Series F Contributor”), made a Capital Contribution of
$19,871,950, in cash, to the Partnership in exchange for which the Series F Contributor received
397,439 Series F Preferred Units in the Partnership;




          WHEREAS, on August 29, 2000, Bailard, Biehl & Kaiser Technology Exchange Fund, LLC, a Delaware
limited liability company (the “Series G Contributor”), made a Capital Contribution of
$1,000,000, in cash, to the Partnership in exchange for which the Series G Contributor received
20,000 Series G Preferred Units in the Partnership;




          WHEREAS, on September 1, 2000, J.P. Morgan Mosaic Fund IV, LLC, a Delaware limited liability
company (the “Series H Contributor”), made a Capital Contribution of




 









 







$42,000,000, in cash,
to the Partnership in exchange for which the Series H Contributor received 840,000 Series H
Preferred Units in the Partnership;




          WHEREAS, on March 21, 2001, J.P. Morgan Chase Mosaic Fund V, LLC, a Delaware limited liability
company (the “Series I Contributor”), made a Capital Contribution of $25,500,000, in cash,
to the Partnership in exchange for which the Series I Contributor received 510,000 Series I
Preferred Units in the Partnership;




          WHEREAS, on December 5, 2001, the Partnership repurchased all 2,200,000 of the Series C
Preferred Units from the Series C Limited Partner pursuant to the terms of a Preferred Unit
Repurchase Agreement, entered into by and among the Partnership, the General Partner, and the
Series C Limited Partner;




          WHEREAS, on July 31, 2002, the Partnership repurchased 130,000 of the Series F Preferred Units
and all 20,000 of the outstanding Series G Preferred Units from the Series F Limited Partner and G
Limited Partner pursuant to the terms of a Preferred Unit Repurchase Agreement, entered into by and
among the Partnership, the General Partner and the Series F Limited Partner and G Limited Partner;




          WHEREAS, on July 14, 2003, the Partnership repurchased 66,300 of the Series F Preferred Units
from the Series F Limited Partner pursuant to the terms of a Preferred Unit Repurchase Agreement,
entered into by and among the Partnership, the General Partner and the Series F Limited Partner;




          WHEREAS, on November 14, 2003, Fred Shepherd, LLC and East Grand Business Center Partnership,
L.P. (the “East Grand Class B Contributors”) made Capital Contributions of $4,486,735.42,
to the Partnership in exchange for which the East Grand Class B Contributors received an aggregate
of 145,548 Class B Common Units in the Partnership;




          WHEREAS, on September 24, 2004, Robert Pattillo Properties, Inc., a Georgia corporation (the
“Series N Contributor”), made a Capital Contribution of $36,479,100, to the Partnership in
exchange for which the Series N Contributor received an aggregate of 729,582 Series N Preferred
Units in the Partnership;




          WHEREAS, on January 27, 2006, the Series N Limited Partner transferred all 729,582 of the
Series N Preferred Units to the Operating Partnership pursuant to the terms of an Assignment
Agreement, entered into by and among the Operating Partnership and the Series N Limited Partner,
and the Partnership repurchased all 729,582 of the Series N Preferred Units from the Operating
Partnership;




          WHEREAS, on March 21, 2006, the Partnership repurchased all 840,000 of the Series H Preferred
Units from the Series H Limited Partner pursuant to the terms of a Preferred Unit Repurchase
Agreement, entered into by and among the Partnership, the Former General Partner and the Series H
Limited Partner;




          WHEREAS, on June 30, 2006, the Partnership repurchased all 220,440 of the Series E Preferred
Units from the Series E Limited Partner pursuant to the terms of a Preferred Unit Repurchase
Agreement, entered into by and among the Partnership, the Former General Partner and the Series E
Limited Partner;







2









 






          WHEREAS, on September 21, 2006, the Partnership repurchased 201,139 of the Series F Preferred
Units from the Series F Limited Partner pursuant to the terms of a Preferred
Unit Repurchase Agreement, entered into by and among the Partnership, the Former General
Partner and the Series F Limited Partner;




          WHEREAS, on November 1, 2006, J.A. Green Development Corp., a New York corporation, and JAGI,
Inc., a Delaware corporation (together, the “J.A. Green Class B Contributors”), made
Capital Contributions of $63,689,030.00, to the Partnership in exchange for which the J.A. Green
Class B Contributors received an aggregate of 1,130,835 Class B Common Units in the Partnership;




          WHEREAS, pursuant to an Agreement Regarding Transfer of Partnership Units and Admission of
Substituted Limited Partner, dated as of January 29, 2007, made by and among the Partnership, the
Former General Partner, the Operating Partnership, AMB, JPM Mosaic I REIT, Inc., a Maryland
corporation (“Transferor”), and J.P. Morgan Securities Inc., a Delaware corporation
(“JPMSI”), Transferor transferred to JPMSI all of the Series D Preferred Units and the
 Agreement was amended and restated to reflect (i) a change in the rate applicable to
the Series D Preferred Units from 7.75% to 7.18%, (ii) a change in the date prior to which the
Series D Preferred Units could not be redeemed from May 5, 2004 to February 22, 2012, and (iii)
certain other matters;




          WHEREAS, on April 17, 2007, the Partnership repurchased all 510,000 of the Series I Preferred
Units from the Series I Limited Partner pursuant to the terms of a Preferred Unit Repurchase
Agreement, entered into by and among the Partnership, the Former General Partner and the Series I
Limited Partner;




          WHEREAS, on January 1, 2008, the Former General Partner transferred its ownership interest in
the Partnership to the General Partner;




          WHEREAS, on November 10, 2009, AMB purchased all 1,595,337 of the Series D Preferred Units
from the Series D Limited Partner in exchange for 2,880,281 REIT Shares pursuant to the terms of a
Preferred Unit Purchase Agreement, entered into by and among the Partnership, the General Partner,
AMB and the Series D Limited Partner;




          WHEREAS, AMB contributed the Series D Preferred Units to the Operating Partnership, which
contributed the Series D Preferred Units to the Partnership in exchange for 2,880,281 Class A
Common Units of the Partnership;




          WHEREAS, pursuant to Section 7.3D(iii) of the Agreement, the General
Partner may, without the consent of the other partners, amend the  Agreement to set
forth or amend the designations, rights, powers, duties, and preferences of the holders of any
additional Partnership Interests issued pursuant to Article 4;




          WHEREAS, pursuant to the authority granted to the General Partner under the
Agreement, the General Partner desires to amend and restate the  Agreement to reflect
(i) the repurchase of the Series I Preferred Units, (ii) the repurchase of the Series D Preferred
Units; and (iii) certain other matters described herein; and





3









 








          WHEREAS, by virtue of the execution of this Agreement by the Company in its capacity as
General Partner of the Partnership, the General Partner hereby consents to the
amendment and restatement of the Fourteenth Amended and Restated Agreement of Limited
Partnership.




          NOW, THEREFORE, for good and adequate consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:




ARTICLE 1.

DEFINED TERMS AND RULES OF CONSTRUCTION



Section 1.1. Definitions




          The following definitions shall be for all purposes, unless otherwise clearly indicated to the
contrary, applied to the terms used in this Agreement.




          “Act” means the Delaware Revised Uniform Limited Partnership Act, as it may be amended
from time to time, and any successor to such statute.




          “Additional Funds” shall have the meaning set forth in Section 4.3.A.




          “Additional Limited Partner” means a Person admitted to the Partnership as a Limited
Partner pursuant to Section 12.2 and who is shown as such on the books and records of the
Partnership.




          “Adjusted Capital Account Deficit” means, with respect to any Partner, the deficit
balance, if any, in such Partner’s Capital Account as of the end of the relevant fiscal year, after
giving effect to the following adjustments:





	 	(i)	 	decrease such deficit by any amounts which such Partner is
obligated to restore pursuant to this Agreement or is deemed to be obligated to
restore pursuant to Regulations Section 1.704-1(b)(2)(ii)(c) or the penultimate
sentence of each of Regulations Sections 1.704-2(i)(5) and 1.704-2(g); and
	 
	 	(ii)	 	increase such deficit by the items described in Regulations
Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6).





          The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the
provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently
therewith.




          “Adjustment Factor” means 1.0; provided, however, that in the event that: AMB (i)
declares or pays a dividend on its outstanding REIT Shares in REIT Shares or makes a distribution
to all holders of its outstanding REIT Shares in REIT Shares, (ii) splits or subdivides its
outstanding REIT Shares or (iii) effects a reverse stock split or otherwise combines its
outstanding REIT Shares into a smaller number of REIT Shares, the Adjustment Factor shall be
adjusted by multiplying the Adjustment Factor in effect immediately prior to such adjustment by a
fraction, (1) the numerator of which shall be the number of REIT Shares issued and outstanding on
the record date for such dividend, distribution, split, subdivision, reverse split or





4









 







combination
(assuming for such purposes that such dividend, distribution, split, subdivision, reverse split or
combination has occurred as of such time) and (2) the denominator of which shall
be the actual number of REIT Shares issued and outstanding on the record date for such
dividend, distribution, split, subdivision, reverse split or combination (assuming for such
purposes that such dividend, distribution, split, subdivision, reverse split or combination has not
occurred as of such time). Any adjustments to the Adjustment Factor shall become effective
immediately after the effective date of such event, retroactive to the record date, if any, for
such event.




          “Affiliate” means, with respect to any Person, any Person directly or indirectly
controlling, controlled by or under common control with such Person.




          “Agreed Value” means (i) in the case of any Contributed Property set forth in
Exhibit A and as of the time of its contribution to the Partnership, the Agreed Value of
such property as set forth in Exhibit A; (ii) in the case of any Contributed Property not
set forth in Exhibit A and as of the time of its contribution to the Partnership, the fair
market value of such property or other consideration as determined by the General Partner, reduced
by any liabilities either assumed by the Partnership upon such contribution or to which such
property is subject when contributed; and (iii) in the case of any property distributed to a
Partner by the Partnership, the fair market value of such property as determined by the General
Partner at the time such property is distributed, reduced by any indebtedness either assumed by
such Partner upon such distribution or to which such property is subject at the time of the
distribution as determined under Section 752 of the Code and the Regulations thereunder.




          “Agreement” means this Fifteenth Amended and Restated Agreement of Limited
Partnership, as it may be amended, modified, supplemented or restated from time to time.




          “AMB” means AMB Property Corporation, a Maryland corporation, in its capacity as the
owner of 100% of the equity interests of the General Partner and as the sole general partner of the
Operating Partnership.




          “Appraisal” means with respect to any assets, the opinion of an independent third
party experienced in the valuation of similar assets, selected by the General Partner in good
faith; such opinion may be in the form of an opinion by such independent third party that the value
for such asset as set by the General Partner is fair, from a financial point of view, to the
Partnership.




          “Assignee” means a Person to whom one or more Partnership Units have been transferred
in a manner permitted under this Agreement, but who has not become a Substituted Limited Partner,
and who has the rights set forth in Section 11.5.




          “Available Cash” means, with respect to any period for which such calculation is being
made, (i) the sum of:





     (a) the Partnership’s Net Income or Net Loss (as the case may be) for such
period,




     (b) Depreciation and all other noncash charges deducted in determining Net
Income or Net Loss for such period,



5









 






     (c) the amount of any reduction in reserves of the Partnership referred to in
clause (ii)(f) below (including, without limitation, reductions resulting because
the General Partner determines such amounts are no longer necessary),




     (d) the excess of the net proceeds from the sale, exchange, disposition, or
refinancing of Partnership property for such period over the gain (or loss, as the
case may be) recognized from any such sale, exchange, disposition, or refinancing
during such period, and




     (e) all other cash received by the Partnership for such period that was not
included in determining Net Income or Net Loss for such period;




(ii) less the sum of:




     (a) all principal debt payments made during such period by the Partnership,




     (b) capital expenditures made by the Partnership during such period,




     (c) investments in any entity (including loans made thereto) to the extent that
such investments are not otherwise described in clauses (ii)(a) or (b),




     (d) all other expenditures and payments not deducted in determining Net Income
or Net Loss for such period,




     (e) any amount included in determining Net Income or Net Loss for such period
that was not received by the Partnership during such period,




     (f) the amount of any increase in reserves established during such period which
the General Partner determines are necessary or appropriate in its sole and absolute
discretion, and




     (g) the amount of any working capital accounts and other cash or similar
balances which the General Partner determines to be necessary or appropriate in its
sole and absolute discretion.



          Notwithstanding the foregoing, Available Cash shall not include any cash received or
reductions in reserves, or take into account any disbursements made or reserves established, after
commencement of the dissolution and liquidation of the Partnership.




          “Board of Directors” means the Board of Directors of AMB.




          “Business Day” means each day, other than a Saturday or a Sunday, which is not a day
on which banking institutions in Los Angeles, California or New York, New York are authorized or
required by law, regulation or executive order to close.




          “Capital Account” means, with respect to any Partner, the Capital Account maintained
for such Partner in accordance with the following provisions:







6









 








          (i) To each Partner’s Capital Account there shall be added such Partner’s Capital
Contributions, such Partner’s share of Net Income and any items in the nature of income or gain
which are specially allocated pursuant to Section 6.3, and the amount of any Partnership
liabilities assumed by such Partner or which are secured by any property distributed to such
Partner.




          (ii) From each Partner’s Capital Account there shall be subtracted the amount of cash and the
Gross Asset Value of any property distributed to such Partner pursuant to any provision of this
Agreement, such Partner’s distributive share of Net Losses and any items in the nature of expenses
or losses which are specially allocated pursuant to Section 6.3 hereof, and the amount of
any liabilities of such Partner assumed by the Partnership or which are secured by any property
contributed by such Partner to the Partnership.




          (iii) In the event any interest in the Partnership is transferred in accordance with the terms
of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the
extent it relates to the transferred interest.




          (iv) In determining the amount of any liability for purposes of subsections (i) and (ii)
hereof, there shall be taken into account Code Section 752(c) and any other applicable provisions
of the Code and Regulations.




          (v) The foregoing provisions and the other provisions of this Agreement relating to the
maintenance of Capital Accounts are intended to comply with Regulations Sections 1.704-1(b) and
1.704-2, and shall be interpreted and applied in a manner consistent with such Regulations. In the
event the General Partner shall determine that it is prudent to modify the manner in which the
Capital Accounts, or any debits or credits thereto (including, without limitation, debits or
credits relating to liabilities which are secured by contributed or distributed property or which
are assumed by the Partnership, the General Partner, or the Limited Partners) are computed in order
to comply with such Regulations, the General Partner may make such modification; provided that, it
is not likely to have a material effect on the amounts distributable to any Person pursuant to
Article 13 of this Agreement upon the dissolution of the Partnership. The General Partner
also shall (a) make any adjustments that are necessary or appropriate to maintain equality between
the Capital Accounts of the Partners and the amount of Partnership capital reflected on the
Partnership’s balance sheet, as computed for book purposes, in accordance with Regulations Section
1.704-1(b)(2)(iv)(q) and (b) make any appropriate modifications in the event unanticipated events
might otherwise cause this Agreement not to comply with Regulations Section 1.704-1(b) or Section
1.704-2.




          “Capital Contribution” means, with respect to any Partner, the amount of money and the
initial Gross Asset Value of any property (other than money) contributed to the Partnership by such
Partner.




          “Cash Amount” means an amount of cash equal to the product of (a) the Value of a REIT
Share and (b) the REIT Shares Amount determined as of the applicable Valuation Date.




          “Certificate” means the Certificate of Limited Partnership relating to the Partnership
filed in the office of the Secretary of State of Delaware, as amended from time to time in
accordance with the terms hereof and the Act.







7









 








          “Class A Common Limited Partner” means any Person, other than the General Partner,
holding Class A Common Units, and named as a Class A Common Limited Partner in Exhibit A
attached hereto, as such exhibit may be amended from time to time, any Substituted Limited Partner
or Additional Limited Partner, in such Person’s capacity as a Class A Common Limited Partner in the
Partnership.




          “Class A Common Units” means the Partnership’s Class A Common Units, as reflected on
Exhibit A, as such exhibit may be amended from time to time. All Class A Common Units
shall be Limited Partnership Interests, unless held by the General Partner.




          “Class B Common Capital” means a Capital Account balance attributable to the Class B
Common Units as reasonably determined by the General Partner.




          “Class B Common Limited Partner” means any Person holding Class B Common Units, and
named as a Class B Common Limited Partner in Exhibit A attached hereto, as such exhibit may
be amended from time to time, any Substituted Limited Partner or Additional Limited Partner, in
such Person’s capacity as a Class B Common Limited Partner in the Partnership.




          “Class B Common Units” means the Partnership’s Class B Common Units, as reflected on
Exhibit A, as such exhibit may be amended from time to time. All Class B Common Units
shall be Limited Partnership Interests.




          “Class B Distributions” shall have the meaning set forth in Section 23.3.A.




          “Class B Redemption” shall have the meaning set forth in Section 23.4.A.




          “Charter” means AMB’s Articles of Incorporation, as filed with the Maryland Department
of Assessments and Taxation on November 24, 1997.




          “Code” means the Internal Revenue Code of 1986, as amended from time to time or any
successor statute thereto, as interpreted by the applicable regulations thereunder. Any reference
herein to a specific section or sections of the Code shall be deemed to include a reference to any
corresponding provision of future law.




          “Common Unit” means (i) each Class A Common Unit, (ii) each Class B Common Unit and
(iii) each Partnership Unit that is not entitled to any preference with respect to any other
Partnership Unit as to distribution or voluntary or involuntary liquidation, dissolution or winding
up of the Partnership.




          “Common Limited Partner” means any Person holding Common Units, and named as a Common
Limited Partner in Exhibit A attached hereto, as such Exhibit may be amended from time to
time, or any Substituted Limited Partner or Additional Limited Partner, in such Person’s capacity
as a Common Limited Partner in the Partnership.




          “Common Percentage Interest” means, as to a Partner holding any Common Units, its
interest in the Partnership as determined by dividing the sum of Class A Common Units plus Class B
Common Units owned by such Partner by the sum of the total number of






8









 







Class A Common Units plus the total number of Class B Common Units then outstanding as
specified in Exhibit A attached hereto, as such Exhibit may be amended from time to time.




          “Consent” means the consent to, approval of, or vote on a proposed action by a Partner
given in accordance with Article 14 hereof.




          “Consent of the Limited Partners” means the Consent of a Majority in Interest of the
Limited Partners, other than the Preferred Limited Partners, which Consent shall be obtained prior
to the taking of any action for which it is required by this Agreement and may be given or withheld
by a Majority in Interest of the Limited Partners, unless otherwise expressly provided herein, in
their sole and absolute discretion.




          “Consent of the Partners” means the Consent of Partners, other than the Preferred
Limited Partners, holding Common Percentage Interests that in the aggregate are equal to or greater
than a majority of the aggregate Common Percentage Interests of all Partners, other than the
Preferred Limited Partners, which Consent shall be obtained prior to the taking of any action for
which it is required by this Agreement and may be given or withheld by such Partners, in their sole
and absolute discretion.




          “Constructively Own” means ownership under the constructive ownership rules described
in Exhibit C.




          “Contributed Property” means each property or other asset, in such form as may be
permitted by the Act, but excluding cash, contributed or deemed contributed to the Partnership (or,
to the extent provided in applicable regulations, deemed contributed by the Partnership on
termination and reconstitution thereof pursuant to Section 708 of the Code).




          “Contributor” shall have the meaning given to such term in the recitals hereto.




          “Debt” means, as to any Person, as of any date of determination: (i) all indebtedness
of such Person for borrowed money or for the deferred purchase price of property or services; (ii)
all amounts owed by such Person to banks or other Persons in respect of reimbursement obligations
under letters of credit, surety bonds and other similar instruments guaranteeing payment or other
performance of obligations by such Person; (iii) all indebtedness for borrowed money or for the
deferred purchase price of property or services secured by any lien on any property owned by such
Person, to the extent attributable to such Person’s interest in such property, even though such
Person has not assumed or become liable for the payment thereof; and (iv) lease obligations of such
Person which, in accordance with generally accepted accounting principles, should be capitalized.




          “Depreciation” means, for each fiscal year or other period, an amount equal to the
depreciation, amortization or other cost recovery deduction allowable with respect to an asset for
such year or other period, except that if the Gross Asset Value of an asset differs from its
adjusted basis for Federal income tax purposes at the beginning of such year or other period,
Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as
the Federal income tax depreciation, amortization or other cost recovery deduction for such year or
other period bears to such beginning adjusted tax basis; provided, however, that if the Federal
income tax depreciation, amortization or other cost recovery deduction for such year is






9









 







zero, Depreciation shall be determined with reference to such beginning Gross Asset Value
using any reasonable method selected by the General Partner.




          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.




          “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules
and regulations of the Securities and Exchange Commission promulgated thereunder.




          “Former General Partner” means Texas AMB I, LLC, a Delaware limited liability company,
as the former general partner of the Partnership.




          “Funding Debt” means the incurrence of any Debt by or on behalf of the General Partner
for the purpose of providing funds to the Partnership.




          “General Partner” means the Company or its successors as general partner of the
Partnership.




          “General Partner Interest” means a Partnership Interest held by the General Partner.
A General Partner Interest may be expressed as a number of Partnership Units.




          “Gross Asset Value” means, with respect to any asset, the asset’s adjusted basis for
Federal income tax purposes, except as follows:




          (i) The initial Gross Asset Value of any asset contributed by a Partner to the Partnership
shall be the gross fair market value of such asset, as determined by the contributing Partner and
the General Partner (as set forth on Exhibit A attached hereto, as such Exhibit may be
amended from time to time); provided, that if the contributing Partner is the General Partner then,
except with respect to the General Partner’s initial Capital Contribution which shall be determined
as set forth on Exhibit A, or capital contributions of cash, the determination of the fair
market value of the contributed asset shall be determined by (a) the price paid by the General
Partner if the asset is acquired by the General Partner contemporaneously with its contribution to
the Partnership or (b) by Appraisal if otherwise acquired by the General Partner.




          (ii) Immediately prior to the times listed below, the Gross Asset Values of all Partnership
assets shall be adjusted to equal their respective gross fair market values, as determined by the
General Partner using such reasonable method of valuation as it may adopt:





	 	(a)	 	the acquisition of an additional interest in the Partnership by
a new or existing Partner in exchange for more than a de minimis Capital
Contribution, if the General Partner reasonably determines that such adjustment
is necessary or appropriate to reflect the relative economic interests of the
Partners in the Partnership;
	 
	 	(b)	 	the distribution by the Partnership to a Partner of more than a
de minimis amount of Partnership property as consideration for an interest in
the Partnership if the General Partner reasonably determines that such
adjustment is necessary or appropriate to reflect the relative economic
interests of the Partners in the Partnership;




10









 






	 	(c)	 	the liquidation of the Partnership within the meaning of
Regulations Section 1.704-1(b)(2)(ii)(g); and
	 
	 	(d)	 	at such other times as the General Partner shall reasonably
determine necessary or advisable in order to comply with Regulations Sections
1.704-1(b) and 1.704-2.





          (iii) The Gross Asset Value of any Partnership asset distributed to a Partner shall be the
gross fair market value of such asset on the date of distribution as determined by the distributee
and the General Partner; provided, that if the distributee is the General Partner, or if the
distributee and the General Partner cannot agree on such a determination, by Appraisal.




          (iv) The Gross Asset Values of Partnership assets shall be increased (or decreased) to reflect
any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code
Section 743(b), but only to the extent that such adjustments are taken into account in determining
Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m); provided, however, that
Gross Asset Values shall not be adjusted pursuant to this subparagraph (iv) to the extent that the
General Partner reasonably determines that an adjustment pursuant to subparagraph (ii) is necessary
or appropriate in connection with a transaction that would otherwise result in an adjustment
pursuant to this subparagraph (iv).




          (v) If the Gross Asset Value of a Partnership asset has been determined or adjusted pursuant
to subparagraph (i), (ii) or (iv), such Gross Asset Value shall thereafter be adjusted by the
Depreciation taken into account with respect to such asset for purposes of computing Net Income and
Net Losses.




          “Holder” means either the Partner or Assignee owning a Partnership Unit.




          “Immediate Family” means, with respect to any natural Person, such natural Person’s
estate or heirs or current spouse or former spouse, parents, parents-in-law, children, siblings and
grandchildren and any trust or estate, all of the beneficiaries of which consist of such Person or
such Person’s spouse, former spouse, parents, parents-in-law, children, siblings or grandchildren.




          “Incapacity” or “Incapacitated” means: (i) as to any individual Partner,
death, total physical disability or entry by a court of competent jurisdiction adjudicating him or
her incompetent to manage his or her Person or his or her estate; (ii) as to any corporation which
is a Partner, the filing of a certificate of dissolution, or its equivalent, for the corporation or
the revocation of its charter; (iii) as to any partnership which is a Partner, the dissolution and
commencement of winding up of the partnership; (iv) as to any estate which is a Partner, the
distribution by the fiduciary of the estate’s entire interest in the Partnership; (v) as to any
trustee of a trust which is a Partner, the termination of the trust (but not the substitution of a
new trustee); or (vi) as to any Partner, the bankruptcy of such Partner. For purposes of this
definition, bankruptcy of a Partner shall be deemed to have occurred when (a) the Partner commences
a voluntary proceeding seeking liquidation, reorganization or other relief under any bankruptcy,
insolvency or other similar law now or hereafter in effect, (b) the Partner is adjudged as bankrupt
or insolvent, or a final and nonappealable order for relief under any bankruptcy, insolvency or
similar law now or hereafter in effect has been entered against the Partner, (c) the Partner





11











 





executes and delivers a general assignment for the benefit of the Partner’s creditors, (d) the
Partner files an answer or other pleading admitting or failing to contest the material allegations
of a petition filed against the Partner in any proceeding of the nature described in clause (b)
above, (e) the Partner seeks, consents to or acquiesces in the appointment of a trustee, receiver
or liquidator for the Partner or for all or any substantial part of the Partner’s properties, (f)
any proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency
or other similar law now or hereafter in effect has not been dismissed within one hundred and
twenty (120) days after the commencement thereof, (g) the appointment without the Partner’s consent
or acquiescence of a trustee, receiver or liquidator has not been vacated or stayed within ninety
(90) days of such appointment or (h) an appointment referred to in clause (g) is not vacated within
ninety (90) days after the expiration of any such stay.



          “Indemnitee” means (i) any Person subject to a claim or demand or made or threatened
to be made a party to, or involved or threatened to be involved in, an action, suit or proceeding
by reason of his or her status as (a) the General Partner or (b) a director, officer, employee or
agent of the Partnership or the General Partner and (ii) such other Persons (including Affiliates
of the General Partner or the Partnership) as the General Partner may designate from time to time,
in its sole and absolute discretion.


          “IRS” means the Internal Revenue Service, which administers the internal revenue laws
of the United States.


          “Issuance Date” means with respect to each Class B Common Unit, the date on which such
Class B Common Unit was issued as set forth on Exhibit A, as such exhibit may be amended
from time to time.


          “Junior Common Units” means the Class A Common Units and any other Partnership Units
representing any class or series of Partnership Interest ranking, as to distributions and voluntary
or involuntary liquidation, dissolution or winding up of the Partnership, junior to the Class B
Common Units.


          “Limited Partner” means any Person named as a Limited Partner in Exhibit A
attached hereto, as such Exhibit may be amended from time to time, any Substituted Limited Partner
or Additional Limited Partner, in such Person’s capacity as a Limited Partner in the Partnership.


          “Limited Partnership Interest” means a Partnership Interest of a Limited Partner
representing a fractional part of the Partnership Interests of all Limited Partners and includes
any and all benefits to which the holder of such a Partnership Interest may be entitled as provided
in this Agreement, together with all obligations of such Person to comply with the terms and
provisions of this Agreement. A Limited Partnership Interest may be expressed as a number of
Partnership Units.


          “Liquidating Events” shall have the meaning set forth in Section 13.1.


          “Liquidator” shall have the meaning set forth in Section 13.2.A.


          “Majority in Interest of the Limited Partners” means Limited Partners (other than any
Preferred Limited Partner) holding Common Percentage Interests that in the aggregate are



12









 








greater than fifty percent (50%) of the aggregate Common Percentage Interests of all Limited
Partners (other than any Preferred Limited Partner).



          “Majority in Interest of Partners” means Partners (other than Preferred Limited
Partners) holding Percentage Interests that are greater than fifty percent (50%) of the aggregate
Percentage Interests of all Partners (other than Preferred Limited Partners).


          “Net Income” or “Net Loss” means for each fiscal year of the Partnership, an
amount equal to the Partnership’s taxable income or loss for such fiscal year, determined in
accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction
required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable
income or loss), with the following adjustments:


          (i) Any income of the Partnership that is exempt from Federal income tax and not otherwise
taken into account in computing Net Income or Net Loss pursuant to this definition of Net Income or
Net Loss shall be added to such taxable income or loss;


          (ii) Any expenditures of the Partnership described in Code Section 705(a)(2)(B) or treated as
Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)(i), and
not otherwise taken into account in computing Net Income or Net Loss pursuant to this definition of
Net Income or Net Loss shall be subtracted from such taxable income or loss;


          (iii) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to
subparagraph (ii) or (iii) of the definition of Gross Asset Value, the amount of such adjustment
shall be taken into account as gain or loss from the disposition of such asset for purposes of
computing Net Income or Net Loss;


          (iv) Gain or loss resulting from any disposition of property with respect to which gain or
loss is recognized for Federal income tax purposes shall be computed by reference to the Gross
Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such
property differs from its Gross Asset Value;


          (v) In lieu of the depreciation, amortization, and other cost recovery deductions taken into
account in computing such taxable income or loss, there shall be taken into account Depreciation
for such fiscal year;


          (vi) To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant
to Code Section 734(b) or Code Section 743(b) is required pursuant to Regulations Section
1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as a result of a
distribution other than in liquidation of a Partner’s interest in the Partnership, the amount of
such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the
asset) or loss (if the adjustment decreases the basis of the asset) from the disposition of the
asset and shall be taken into account for purposes of computing Net Income or Net Loss; and


          (vii) Notwithstanding any other provision of this definition of Net Income or Net Loss, any
items which are specially allocated pursuant to Section 6.3 shall not be taken into account
in computing Net Income or Net Loss. The amounts of the items of Partnership income,



13









 








gain, loss, or deduction available to be specially allocated pursuant to Section 6.3
shall be determined by applying rules analogous to those set forth in this definition of Net Income
or Net Loss.



          Solely for purposes of allocating Net Income or Net Loss in any Fiscal Year to the Holders of
any Preferred Units pursuant to Sections 6.2.B.1(c) and (f), and Section
6.2.B.2(c), items of Net Income and Net Loss, as the case may be, shall not include
Depreciation with respect to properties that are “ceiling limited” in respect of Preferred Limited
Partners. For purposes of the preceding sentence, Partnership property shall be considered ceiling
limited in respect of a Preferred Limited Partner if Depreciation attributable to such Partnership
property which would otherwise be allocable to such Partner, without regard to this paragraph,
exceeded depreciation determined for federal income tax purposes attributable to such Partnership
property which would otherwise be allocable to such Partner by more than 5%.


          “Nonrecourse Deductions” shall have the meaning set forth in Regulations Section
1.704-2(b)(1), and the amount of Nonrecourse Deductions for a Partnership Year shall be determined
in accordance with the rules of Regulations Section 1.704-2(c).


          “Nonrecourse Liability” shall have the meaning set forth in Regulations Section
1.752-1(a)(2).


          “Notice of Redemption” means the Notice of Redemption substantially in the form of
Exhibit B to this Agreement.


          “Operating Partnership” means AMB Property, L.P., a Delaware limited partnership.


          “Parity Preferred Unit” means any class or series of Partnership Interests of the
Partnership now or hereafter authorized, issued or outstanding expressly designated by the
Partnership to rank on a parity with other Preferred Units with respect to distributions and rights
upon voluntary or involuntary liquidation, winding up or dissolution of the Partnership.


          “Partner” means a General Partner or a Limited Partner, and “Partners” means
the General Partner and the Limited Partners.


          “Partner Minimum Gain” means an amount, with respect to each Partner Nonrecourse Debt,
equal to the Partnership Minimum Gain that would result if such Partner Nonrecourse Debt were
treated as a Nonrecourse Liability, determined in accordance with Regulations Section
1.704-2(i)(3).


          “Partner Nonrecourse Debt” shall have the meaning set forth in Regulations Section
1.704-2(b)(4).


          “Partner Nonrecourse Deductions” shall have the meaning set forth in Regulations
Section 1.704-2(i)(2), and the amount of Partner Nonrecourse Deductions with respect to a Partner
Nonrecourse Debt for a Partnership Year shall be determined in accordance with the rules of
Regulations Section 1.704-2(i)(2).



14









 







          “Partnership” means the limited partnership formed under the Act and pursuant to this
Agreement, and any successor thereto.


          “Partnership Interest” means an ownership interest in the Partnership of either a
Limited Partner or the General Partner and includes any and all benefits to which the holder of
such a Partnership Interest may be entitled as provided in this Agreement, together with all
obligations of such Person to comply with the terms and provisions of this Agreement. There may be
one or more classes of Partnership Interests as provided in Section 4.3. A Partnership
Interest may be expressed as a number of Partnership Units. Unless otherwise expressly provided
for by the General Partner at the time of the original issuance of any Partnership Interests, all
Partnership Interests (whether of a Limited Partner or a General Partner) shall be of the same
class. The Partnership Interests represented by the Class A Common Units and the Class B Common
Units are the only Partnership Interests and each such type of unit is a separate class of
Partnership Interest for all purposes of this Agreement.


          “Partnership Minimum Gain” shall have the meaning set forth in Regulations Section
1.704-2(b)(2), and the amount of Partnership Minimum Gain, as well as any net increase or decrease
in Partnership Minimum Gain, for a Partnership Year shall be determined in accordance with the
rules of Regulations Section 1.704-2(d).


          “Partnership Record Date” means the record date established by the General Partner for
the distribution of Available Cash with respect to Common Units pursuant to Section 5.1
which record date shall be the same as the record date established by AMB for a distribution to its
stockholders of some or all of its portion of such distribution.


          “Partnership Unit” means, with respect to any class of Partnership Interest, a
fractional, undivided share of such class of Partnership Interest issued pursuant to Sections 4.1 and 4.3. The ownership of Partnership Units may be evidenced by a certificate for
units substantially in the form of Exhibit D-1 hereto or as the General Partner may
determine with respect to any class of Partnership Units issued from time to time under
Sections 4.1 and 4.3.


          “Partnership Year” means the fiscal year of the Partnership, which shall be the
calendar year.


          “Percentage Interest” means, as to a Partner holding a class of Partnership Interests,
its interest in the Partnership as determined by dividing the Partnership Units of such class owned
by such Partner by the total number of Partnership Units of such class then outstanding as
specified in Exhibit A attached hereto, as such Exhibit may be amended from time to time.
If the Partnership issues more than one class of Partnership Interest, the interest in the
Partnership among the classes of Partnership Interests shall be determined as set forth in the
definition of Common Percentage Interest with respect to Common Units or in an amendment to the
 Agreement setting forth the rights and privileges of such additional classes of
Partnership Interest, if any, as contemplated by Section 4.3.B.


          “Person” means an individual or a corporation, partnership, limited liability company,
trust, unincorporated organization, association or other entity.



15









 







          “Plan Asset Regulation” means the regulations promulgated by the United States
Department of Labor in Title 29, Code of Federal Regulations, Part 2510, Section 101-3, and any
successor regulations thereto.


          “Pledge” shall have the meaning set forth in Section 11.3.A.


          “Preferred Distribution Shortfall” shall have the meaning given to such term in
Section 5.1 hereof.


          “Preferred Limited Partner” means any Person holding a Preferred Unit, and named as a
Preferred Limited Partner in Exhibit A attached hereto, as such Exhibit may be amended from
time to time, or any Substitute Limited Partner or Additional Limited Partner, in such Person’s
capacity as a Preferred Limited Partner in the Partnership.


          “Preferred Share” means a share of AMB preferred stock, par value $.01 per share, with
such rights, priorities and preferences as shall be designated by the Board of Directors in
accordance with the REIT Charter.


          “Preferred Unit” means a Partnership Unit representing a Limited Partnership Interest,
with such preferential rights and priorities as shall be designated by the General Partner pursuant
to Section 4.3.C hereof.


          “Priority Return” means, with respect to any Preferred Unit, an amount equal to the
per annum coupon rate on any such Preferred Unit then outstanding beginning on and including the
issuance date of such Preferred Unit.


          “Properties” means such interests in real property and personal property including
without limitation, fee interests, interests in ground leases, interests in joint ventures,
interests in mortgages, and Debt instruments as the Partnership may hold from time to time.


          “Qualified REIT Subsidiary” means any Subsidiary of AMB that is a “qualified REIT
subsidiary” within the meaning of Section 856(i) of the Code.


          “Qualified Transferee” means an “Accredited Investor” as defined in Rule 501
promulgated under the Securities Act.


          “Regulations” means the Income Tax Regulations promulgated under the Code, as such
regulations may be amended from time to time (including corresponding provisions of succeeding
regulations).


          “Regulatory Allocations” shall have the meaning set forth in Section
6.3.A(viii).


          “REIT” means a real estate investment trust under Sections 856 through 860 of the
Code.


          “REIT Charter” means the Articles of Incorporation of AMB as of November 24, 1997, as
amended by the Articles Supplementary filed with the Maryland Department of Assessments and
Taxation on July 23, 1998 designating the 81/2% Series A Cumulative Redeemable Preferred Stock, the
Articles Supplementary filed with the Maryland Department of



16









 








Assessments and Taxation on November 12, 1998 designating the 8.625% Series B Cumulative
Redeemable Preferred Stock, the Articles Supplementary filed with the Maryland Department of
Assessments and Taxation on November 24, 1998 designating the 83/4% Series C Cumulative Redeemable
Preferred Stock, the Articles Supplementary filed with the Maryland Department of Assessments and
Taxation on May 5, 1999 designating the 7.75% Series D Cumulative Redeemable Preferred Stock, the
Articles Supplementary filed with the Maryland Department of Assessments and Taxation on August 31,
1999 designating the 7.75% Series E Cumulative Redeemable Preferred Stock, the Articles
Supplementary filed with the Maryland Department of Assessments and Taxation on March 23, 2000
designating the 7.95% Series F Cumulative Redeemable Preferred Stock, the Articles Supplementary
filed with the Maryland Department of Assessments and Taxation on August 30, 2000 designating the
7.95% Series G Cumulative Redeemable Preferred Stock, the Articles Supplementary filed with the
Maryland Department of Assessments and Taxation on September 1, 2000 designating the 8.125% Series
H Cumulative Redeemable Preferred Stock, the Articles Supplementary filed with the Maryland
Department of Assessments and Taxation on March 21, 2001 designating the 8.00% Series I Cumulative
Redeemable Preferred Stock, the Articles Supplementary filed with the Maryland Department of
Assessments and Taxation on September 12, 2001 designating the 7.95% Series J Cumulative Redeemable
Preferred Stock, the Articles Supplementary filed with the Maryland Department of Assessments and
Taxation on December 6, 2001 redesignating and reclassifying the 83/4% Series C Cumulative Redeemable
Preferred Stock, the Articles Supplementary filed with the Maryland Department of Assessments and
Taxation on April 17, 2002 designating the 7.95% Series K Cumulative Redeemable Preferred Stock,
the Articles Supplementary filed with the Maryland Department of Assessments and Taxation on August
7, 2002 redesignating and reclassifying 130,000 shares of the 7.95% Series F Cumulative Redeemable
Preferred Stock and the Articles Supplementary to be filed with the Maryland Department of
Assessments and Taxation on August 7, 2002 redesignating and reclassifying the 7.95% Series G
Cumulative Redeemable Preferred Stock, the Articles Supplementary filed with the Maryland
Department of Assessments and Taxation on June 20, 2003 designating the 6 1/2% Series L Cumulative
Redeemable Preferred Stock, the Articles Supplementary filed with the Maryland Department of
Assessments and Taxation on November 24, 2003 designating the 6 3/4% Series M Cumulative Redeemable
Preferred Stock, the Articles Supplementary filed with the Maryland Department of Assessments and
Taxation on December 8, 2003 redesignating and reclassifying the Series B Cumulative Redeemable
Preferred Stock, the Articles Supplementary filed with the Maryland Department of Assessments and
Taxation on December 12, 2005 designating the 7.95% Series O Cumulative Redeemable Preferred Stock,
the Articles Supplementary filed with the Maryland Department of Assessments and Taxation on
February 17, 2006 redesignating and reclassifying the 8 1/2% Series A Cumulative Redeemable Preferred
Stock, the Articles Supplementary filed with the Maryland Department of Assessments and Taxation on
March 22, 2006 redesignating and reclassifying the 8.125% Series H Cumulative Redeemable Preferred
Stock, the Articles Supplementary filed with the Maryland Department of Assessments and Taxation on
August 24, 2006 designating the 6.85% Series P Cumulative Redeemable Preferred Stock, the Articles
Supplementary filed with the Maryland Department of Assessments and Taxation on October 3, 2006
redesignating and reclassifying
 the 7.75% Series E Cumulative Redeemable Preferred Stock, the
Articles Supplementary filed with the Maryland Department of Assessments and Taxation on October 3,
2006 redesignating and reclassifying 267,439 shares of the 7.95% Series F Cumulative Redeemable
Preferred Stock, the Articles Supplementary filed with the Maryland Department of Assessments and
Taxation on February 22, 2007 reestablishing and refixing the rights and preferences of the 7.75%
Series D Cumulative Redeemable Preferred Stock as 7.18% Series D




17









 








Cumulative Redeemable Preferred Stock, the Articles Supplementary filed with the Maryland
Department of Assessments and Taxation on May 15, 2007 redesignating and reclassifying 510,000
shares of the 8.00% Series I Cumulative Redeemable Preferred Stock, and the Articles Supplementary
filed with the Maryland Department of Assessments and Taxation on December 21, 2009 redesignating
and reclassifying 1,595,337 shares of the 7.18% Series D Cumulative Redeemable Preferred Stock, and
as further amended or restated from time to time.



          “REIT Dividend” shall have the meaning set forth in Section 23.3.A.


          “REIT Requirements” shall have the meaning set forth in Section 5.1.


          “REIT Share” means a share of common stock, par value $.01 per share, of AMB.


          “REIT Shares Amount” means a number of REIT Shares equal to the product of (a) the
number of Tendered Units and (b) the Adjustment Factor.


          “Securities Act” means the Securities Act of 1933, as amended, and the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.


          “Series C Limited Partner” means any Person holding Series C Preferred Units, which
were repurchased by the Partnership on December 5, 2001.


          “Series C Preferred Units” means the Partnership’s 83/4% Series C Cumulative Redeemable
Partnership Units, which were repurchased by the Partnership on December 5, 2001.


          “Series D Limited Partner” means any Person holding Series D Preferred Units, which
were indirectly acquired by the Partnership on November 10, 2009.


          “Series D Preferred Units” means the Partnership’s 7.18% Series D Cumulative
Redeemable Partnership Units, which were indirectly acquired by the Partnership on November 10,
2009.


          “Series E Limited Partner” means any Person holding Series E Preferred Units, which
were repurchased by the Partnership on June 30, 2006.


          “Series E Preferred Units” means the Partnership’s 7.75% Series E Cumulative
Redeemable Partnership Units, which were repurchased by the Partnership on June 30, 2006.


          “Series F Limited Partner” means any Person holding Series F Preferred Units, which
were repurchased by the Partnership on July 31, 2002, July 14, 2003 and September 21, 2006.


          “Series F Preferred Units” means the Partnership’s 7.95% Series F Cumulative
Redeemable Partnership Units, which were repurchased by the Partnership on July 31, 2002, July 14,
2003 and September 21, 2006.


          “Series G Limited Partner” means any Person holding Series G Preferred Units, which
were repurchased by the Partnership on July 31, 2002.



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          “Series G Preferred Units” means the Partnership’s 7.95% Series G Cumulative
Redeemable Partnership Units, which were repurchased by the Partnership on July 31, 2002.


          “Series H Limited Partner” means any Person holding Series H Preferred Units, which
were repurchased by the Partnership on March 21, 2006.


          “Series H Preferred Units” means the Partnership’s 8.125% Series H Cumulative
Redeemable Partnership Units, which were repurchased by the Partnership on March 21, 2006.


          “Series I Limited Partner” means any Person holding Series I Preferred Units, which
were repurchased by the Partnership on April 17, 2007.


          “Series I Preferred Units” means the Partnership’s 8.00% Series I Cumulative
Redeemable Partnership Units, which were repurchased by the Partnership on April 17, 2007.


          “Series N Limited Partner” means any Person holding Series N Preferred Units, which
were repurchased by the Partnership on January 27, 2006.


          “Series N Preferred Units” means the Partnership’s 5.00% Series N Cumulative
Redeemable Partnership Units, which were repurchased by the Partnership on January 27, 2006.


          “Specified Redemption Date” means the day of receipt by the General Partner of a
Notice of Redemption.


          “Subsidiary” shall mean, with respect to any person, any corporation, partnership,
limited liability company, joint venture or other entity of which a majority of (i) the voting
power of the voting equity securities or (ii) the outstanding equity interests, is owned, directly
or indirectly, by such person.


          “Subsidiary Partnership” means any partnership or limited liability company that is a
Subsidiary of the Partnership or the Operating Partnership.


          “Substituted Limited Partner” means a Person who is admitted as a Limited Partner to
the Partnership pursuant to Section 11.4.


          “Tax Items” shall have the meaning set forth in Section 6.4.A.


          “Tenant” means any tenant from which AMB derives rent either directly or indirectly
through partnerships, including the Partnership.


          “Tendered Units” shall have the meaning set forth in Section 23.4.A.


          “Tendering Partner” shall have the meaning set forth in Section 23.4.A.


          “Valuation Date” means (a) in the case of a Class B Redemption, the Specified
Redemption Date or, if such date is not a Business Day, the immediately preceding Business Day, or
(b) in any other case, the date specified in this Agreement or, if such date is not a Business Day,
the immediately preceding Business Day.



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          “Value” means, on any Valuation Date, the average of the daily market price of a REIT
Share for the ten (10) consecutive trading days immediately preceding Valuation Date. The market
price for each such trading day shall be (i) if such shares are listed or admitted to trading on
any securities exchange or the Nasdaq National Market, the closing price, regular way, on such day,
or if no such sale takes place on such day, the average of the closing bid and asked prices on such
day, (ii) if such shares are not listed or admitted to trading on any securities exchange or the
Nasdaq National Market, the last reported sale price on such day or, if no sale takes place on such
day, the average of the closing bid and asked prices on such day, as reported by a reliable
quotation source designated by the General Partner or (iii) if such shares are not listed or
admitted to trading on any securities exchange or the Nasdaq National Market and no such last
reported sale price or closing bid and asked prices are available, the average of the reported high
bid and low asked prices on such day, as reported by a reliable quotation source designated by the
General Partner, or if there shall be no bid and asked prices on such day, the average of the high
bid and low asked prices, as so reported, on the most recent day (not more than ten (10) days prior
to the date in question) for which prices have been so reported; provided, that if there
are no bid and asked prices reported during the ten (10) days prior to the date in question, the
Value of such shares shall be determined by the General Partner acting in good faith on the basis
of such quotations and other information as it considers, in its reasonable judgment, appropriate.
In the event the REIT Shares Amount for such shares includes rights that a holder of such shares
would be entitled to receive, then the Value of such rights shall be determined by the General
Partner acting in good faith on the basis of such quotations and other information as it considers,
in its reasonable judgment, appropriate. Notwithstanding the foregoing, the General Partner in its
reasonable discretion may use a different “Value” for purposes of making the determinations under
subparagraph (ii) of the definition of “Gross Asset Value” in connection with the contribution of
Property to the Partnership by a third-party, provided such value shall be based upon the
value per REIT Share (or per Partnership Unit) agreed upon by the General Partner and such
third-party for purposes of such contribution.



ARTICLE 2.

ORGANIZATIONAL MATTERS




Section 2.1. Organization



          The Partnership is a limited partnership formed pursuant to the provisions of the Act and upon
the terms and conditions set forth in this Agreement. Except as expressly provided herein, the
rights and obligations of the Partners and the administration and termination of the Partnership
shall be governed by the Act. The Partnership Interest of each Partner shall be personal property
for all purposes.


Section 2.2.Name






          The name of the Partnership is AMB Property II, L.P. The Partnership’s business may be
conducted under any other name or names deemed advisable by the General Partner, including the name
of the General Partner or any Affiliate thereof. The words “Limited Partnership,” “L.P.,” “Ltd.”
or similar words or letters shall be included in the Partnership’s



20









 





name where necessary for the purposes of complying with the laws of any jurisdiction that so
requires. The General Partner in its sole and absolute discretion may change the name of the
Partnership at any time and from time to time and shall notify the Limited Partners of such change
in the next regular communication to the Limited Partners.




Section 2.3. Resident Agent; Principal Office



          The name and address of the resident agent of the Partnership in the State of Delaware is
National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, Kent County, Delaware
19904. The address of the principal office of the Partnership in the State of Delaware is National
Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, Kent County, Delaware 19904 at such
address. The principal office of the Partnership is located at Pier 1, Bay 1, San Francisco,
California 94111, or such other place as the General Partner may from time to time designate by
notice to the Limited Partners. The Partnership may maintain offices at such other place or places
within or outside the State of Delaware as the General Partner deems advisable.



Section 2.4. Power of Attorney



          A. Each Limited Partner and each Assignee constitutes and appoints the General Partner, any
Liquidator, and authorized officers and attorneys-in-fact of each, and each of those acting singly,
in each case with full power of substitution, as its true and lawful agent and attorney-in-fact,
with full power and authority in its name, place and stead to:




	 	(i)	 	execute, swear to, acknowledge, deliver, file and record in the
appropriate public offices: (a) all certificates, documents and other
instruments (including, without limitation, this Agreement and the Certificate
and all amendments or restatements thereof) that the General Partner or the
Liquidator deems appropriate or necessary to form, qualify or continue the
existence or qualification of the Partnership as a limited partnership (or a
partnership in which the Limited Partners have limited liability) in the State
of Delaware and in all other jurisdictions in which the Partnership may conduct
business or own property; (b) all instruments that the General Partner or any
Liquidator deems appropriate or necessary to reflect any amendment, change,
modification or restatement of this Agreement in accordance with its terms; (c)
all conveyances and other instruments or documents that the General Partner or
any Liquidator deems appropriate or necessary to reflect the dissolution and
liquidation of the Partnership pursuant to the terms of this Agreement,
including, without limitation, a certificate of cancellation; (d) all
instruments relating to the admission, withdrawal, removal or substitution of
any Partner pursuant to, or other events described in, Articles 11, 12 and
13 or the Capital Contribution of any Partner; and (e) all certificates,
documents and other instruments relating to the determination of the rights,
preferences and privileges of Partnership Interests; and
	 
	 	(ii)	 	execute, swear to, acknowledge and file all ballots, consents,
approvals, waivers, certificates and other instruments appropriate or
necessary, in the




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	 	 	 	sole and absolute discretion of the General Partner or any Liquidator, to
make, evidence, give, confirm or ratify any vote, consent, approval,
agreement or other action which is made or given by the Partners hereunder
or is consistent with the terms of this Agreement or appropriate or
necessary, in the sole discretion of the General Partner or any Liquidator,
to effectuate the terms or intent of this Agreement.





Nothing contained herein shall be construed as authorizing the General Partner or any Liquidator to
amend this Agreement except in accordance with Article 14 or as may be otherwise expressly
provided for in this Agreement.



          B. The foregoing power of attorney is hereby declared to be irrevocable and a power coupled
with an interest, in recognition of the fact that each of the Partners will be relying upon the
power of the General Partner and any Liquidator to act as contemplated by this Agreement in any
filing or other action by it on behalf of the Partnership, and it shall survive and not be affected
by the subsequent Incapacity of any Limited Partner or Assignee and the transfer of all or any
portion of such Limited Partner’s or Assignee’s Partnership Units and shall extend to such Limited
Partner’s or Assignee’s heirs, successors, assigns and personal representatives. Each such Limited
Partner or Assignee hereby agrees to be bound by any representation made by the General Partner or
any Liquidator, acting in good faith pursuant to such power of attorney; and each such Limited
Partner or Assignee hereby waives any and all defenses which may be available to contest, negate or
disaffirm the action of the General Partner or any Liquidator, taken in good faith under such power
of attorney. Each Limited Partner or Assignee shall execute and deliver to the General Partner or
any Liquidator, within fifteen (15) days after receipt of the General Partner’s or Liquidator’s
request therefor, such further designation, powers of attorney and other instruments as the General
Partner or the Liquidator, as the case may be, deems necessary to effectuate this Agreement and the
purposes of the Partnership.



Section 2.5. Term



          The term of the Partnership commenced on October 15, 1997 and shall continue until October 15,
2096 unless it is dissolved sooner pursuant to the provisions of Article 13 or as otherwise
provided by law.



Section 2.6. Number of Partners



          Without the consent of the General Partner which may be given or withheld in its sole
discretion, the Partnership shall not at any time have more than one hundred (100) partners
(including as partners those persons indirectly owning an interest in the Partnership through a
partnership, limited liability company, S corporation or grantor trust (such entity, a “flow
through entity”), but only if substantially all of the value of such person’s interest in the flow
through entity is attributable to the flow through entity’s interest (direct or indirect) in the
Partnership).



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ARTICLE 3.

PURPOSE




Section 3.1. Purpose and Business



          The purpose and nature of the business to be conducted by the Partnership is (i) to conduct
any business that may be lawfully conducted by a limited partnership organized pursuant to the Act;
provided, however, that such business shall be limited to and conducted in such a manner as to
permit AMB, in its capacity as the owner of 100% of the equity interests of the General Partner and
as the sole general partner of the Operating Partnership, at all times to be classified as a REIT
for Federal income tax purposes, unless AMB ceases to qualify as a REIT for reasons other than the
conduct of the business of the Partnership, (ii) to enter into any partnership, joint venture or
other similar arrangement to engage in any of the foregoing or to own interests in any entity
engaged, directly or indirectly, in any of the foregoing and (iii) to do anything necessary or
incidental to the foregoing. In connection with the foregoing, and without limiting AMB’s right in
its sole discretion to cease qualifying as a REIT, the Partners acknowledge that AMB’s current
status as a REIT inures to the benefit of all the Partners and not solely the General Partner.



Section 3.2. Powers



          The Partnership is empowered to do any and all acts and things necessary, appropriate, proper,
advisable, incidental to or convenient for the furtherance and accomplishment of the purposes and
business described herein and for the protection and benefit of the Partnership, including, without
limitation, full power and authority, directly or through its ownership interest in other entities,
to enter into, perform and carry out contracts of any kind, borrow money and issue evidences of
indebtedness, whether or not secured by mortgage, deed of trust, pledge or other lien, acquire and
develop real property, and manage, lease, sell, transfer and dispose of real property; provided,
however, notwithstanding anything to the contrary in this Agreement, the Partnership shall not
take, or refrain from taking, any action which, in the judgment of AMB, in its sole and absolute
discretion, (i) could adversely affect the ability of AMB, in its capacity as the owner of 100% of
the equity interests of the General Partner and as the sole general partner of the Operating
Partnership, to continue to qualify as a REIT, (ii) absent the consent of the General Partner,
which may be given or withheld in its sole and absolute discretion, could subject AMB to any taxes
under Section 857 or Section 4981 of the Code, or (iii) could violate any law or regulation of any
governmental body or agency having jurisdiction over AMB or its securities, unless any such action
(or inaction) under the foregoing clauses (i), (ii) or (iii) shall have been specifically consented
to by AMB in writing.



Section 3.3. Partnership Only for Purposes Specified



          The Partnership shall be a partnership only for the purposes specified in Section 3.1,
and this Agreement shall not be deemed to create a partnership among the Partners with respect to
any activities whatsoever other than the activities within the purposes of the Partnership as
specified in Section 3.1. Except as otherwise provided in this Agreement, no Partner shall
have any authority to act for, bind, commit or assume any obligation or responsibility on behalf of
the Partnership, its properties or any other Partner. No Partner, in its capacity as a Partner
under this Agreement, shall be responsible or liable for any indebtedness or



23









 








obligation of another Partner, nor shall the Partnership be responsible or liable for any
indebtedness or obligation of any Partner, incurred either before or after the execution and
delivery of this Agreement by such Partner, except as to those responsibilities, liabilities,
indebtedness or obligations incurred pursuant to and as limited by the terms of this Agreement and
the Act.




Section 3.4. Representations and Warranties by the Parties



          A. Each Partner that is an individual represents and warrants to each other Partner that (i)
such Partner has in the case of any Person other than an individual, the power and authority, and
in the case of an individual, the legal capacity, to enter into this Agreement and perform such
Partner’s obligations hereunder, (ii) the consummation of the transactions contemplated by this
Agreement to be performed by such Partner will not result in a breach or violation of, or a default
under, any agreement by which such Partner or any of such Partner’s property is or are bound, or
any statute, regulation, order or other law to which such Partner is subject, (iii) such Partner is
neither a “foreign person” within the meaning of Section 1445(f) of the Code nor a “foreign
partner” within the meaning of Section 1446(e) of the Code and (iv) this Agreement has been duly
executed and delivered by such Partner and is binding upon, and enforceable against, such Partner
in accordance with its terms.


          B. Each Partner that is not an individual represents and warrants to each other Partner that
(i) its execution and delivery of this Agreement and all transactions contemplated by this
Agreement to be performed by it have been duly authorized by all necessary action, including
without limitation, that of its general partner(s), committee(s), trustee(s), beneficiaries,
directors and/or stockholder(s), as the case may be, as required, (ii) the consummation of such
transactions shall not result in a breach or violation of, or a default under, its certificate of
limited partnership, partnership agreement, trust agreement, limited liability company operating
agreement, charter or by-laws, as the case may be, any agreement by which such Partner or any of
such Partner’s properties or any of its partners, beneficiaries, trustees or stockholders, as the
case may be, is or are bound, or any statute, regulation, order or other law to which such Partner
or any of its partners, trustees, beneficiaries or stockholders, as the case may be, is or are
subject, (iii) such Partner is neither a “foreign person” within the meaning of Section 1445(f) of
the Code nor a “foreign partner” within the meaning of Section 1446(e) of the Code and (iv) this
Agreement has been duly executed and delivered by such Partner and is binding upon, and enforceable
against, such Partner in accordance with its terms.


          C. Each Partner represents, warrants and agrees that it has acquired and continues to hold its
interest in the Partnership for its own account for investment only and not for the purpose of, or
with a view toward, the resale or distribution of all or any part thereof, nor with a view toward
selling or otherwise distributing such interest or any part thereof at any particular time or under
any predetermined circumstances. Each Partner further represents and warrants that it is a
sophisticated investor, able and accustomed to handling sophisticated financial matters for itself,
particularly real estate investments, and that it has a sufficiently high net worth that it does
not anticipate a need for the funds it has invested in the Partnership in what it understands to be
a highly speculative and illiquid investment.



24









 









     D. Each Partner further represents, warrants and agrees as follows:




          (i) Except as provided in Exhibit E, at any time such Partner actually or
Constructively owns a 25% or greater capital interest or profits interest in the
Partnership, it does not and will not, without the prior written consent of the General
Partner, actually own or Constructively Own (a) with respect to any Tenant that is a
corporation, any stock of such Tenant and (b) with respect to any Tenant that is not a
corporation, any interests in either the assets or net profits of such Tenant.




          (ii) Except as provided in Exhibit F, at any time such Partner actually or
Constructively owns a 25% or greater capital interest or profits interest in the
Partnership, it does not, and agrees that it will not without the prior written consent of
the General Partner, actually own or Constructively Own, any stock in AMB, subject to the
ownership limitations set forth in the REIT Charter.




          (iii) Upon request of the General Partner, it will disclose to the General Partner the
amount of shares of capital stock of AMB that it actually owns or Constructively Owns.




          (iv) It understands that if, for any reason, (a) the representations, warranties or
agreements set forth in Section 3.4.D(i) or (ii) are violated or (b) the
Partnership’s actual or Constructive Ownership of the REIT Shares or other shares of capital
stock of AMB violates the limitations set forth in the REIT Charter, then (x) some or all of
the Class B Redemption rights of the Limited Partners may become non-exercisable, and (y)
some or all of such shares owned by the Partners and/or some or all of the Partnership
Interests owned by the Limited Partners may be automatically transferred to a trust for the
benefit of a charitable beneficiary, as provided in the REIT Charter and Exhibit I
of this Agreement, respectively.


          E. The representations and warranties contained in Sections 3.4.A, 3.4.B, 3.4.C and
3.4.D shall survive the execution and delivery of this Agreement by each Partner and the
dissolution and winding up of the Partnership.


          F. Each Partner hereby acknowledges that no representations as to potential profit, cash
flows, funds from operations or yield, if any, in respect of the Partnership or the General Partner
have been made by any Partner or any employee or representative or Affiliate of any Partner, and
that projections and any other information, including, without limitation, financial and
descriptive information and documentation, which may have been in any manner submitted to such
Partner shall not constitute any representation or warranty of any kind or nature, express or
implied.



Section 3.5. Certain ERISA Matters



          Each Partner acknowledges that the Partnership is intended to qualify as a “real estate
operating company” (as such term is defined in the Plan Asset Regulation). The General Partner
will use its reasonable best efforts to structure the investments in, relationships with and
conduct with respect to Properties and any other assets of the Partnership so that the Partnership
will be a “real estate operating company” (as such term is defined in the Plan Asset Regulation).



25









 








ARTICLE 4.

CAPITAL CONTRIBUTIONS




Section 4.1. Capital Contributions of the Partners



          At the time of their respective execution of this Agreement, the Partners shall make or shall
have made Capital Contributions as set forth in Exhibit A to this Agreement. The Partners
shall own Partnership Units of the class and in the amounts set forth in Exhibit A and
shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which
Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner
to the extent necessary to accurately reflect exchanges, redemptions, Capital Contributions, the
issuance of additional Partnership Units or similar events having an effect on a Partner’s
Percentage Interest. Except as required by law or as otherwise provided in Sections 4.3 and
10.5, no Partner shall be required or permitted to make any additional Capital Contributions or
loans to the Partnership.



Section 4.2. Loans



          Subject to Section 4.3, the Partnership may incur Debt, or enter into other similar
credit, guarantee, financing or refinancing arrangements for any purpose (including, without
limitation, in connection with any further acquisition of Properties) with any Person, including
the General Partner, the Operating Partnership and their affiliates, upon such terms as the General
Partner determines appropriate; provided, that the Partnership shall not incur any Debt that is
recourse to the General Partner, except to the extent otherwise agreed to by the General Partner in
its sole discretion.



Section 4.3. Additional Funding and Capital Contributions



          A. General. The General Partner may, at any time and from time to time, determine
that the Partnership requires additional funds (“Additional Funds”) for the acquisition of
additional Properties or for such other Partnership purposes as the General Partner may determine.
Additional Funds may be raised by the Partnership, at the election of the General Partner, in any
manner provided in, and in accordance with, the terms of this Section 4.3. No Person shall
have any preemptive, preferential or similar right or rights to subscribe for or acquire any
Partnership Interest.


          B. Issuance of Additional Partnership Interests. The General Partner may raise all or
any portion of the Additional Funds by accepting additional Capital Contributions of cash. The
General Partner may also accept additional Capital Contributions of real property or other non-cash
assets. In connection with any such additional Capital Contributions (of cash or property), the
General Partner is hereby authorized to cause the Partnership from time to time to issue to
Partners (including the General Partner) or other Persons (including, without limitation, in
connection with the contribution of property to the Partnership) additional Partnership Units or
other Partnership Interests in one or more classes, or one or more series of any of such classes,
with such designations, preferences and relative, participating, optional or other special rights,
powers, and duties, including rights, powers, and duties senior to then existing Limited
Partnership Interests, all as shall be determined by the General Partner in its sole and absolute
discretion subject to Delaware law, and as set forth by amendment to this Agreement, including
without limitation: (i) the allocations of items of Partnership income, gain, loss, deduction, and



26









 








credit to such class or series of Partnership Interests; (ii) the right of each such class or
series of Partnership Interests to share in Partnership distributions; (iii) the rights of each
such class or series of Partnership Interests upon dissolution and liquidation of the Partnership;
and (iv) the right to vote. In the event that the Partnership issues additional Partnership
Interests pursuant to this Section 4.3.B, the General Partner shall make such revisions to
this Agreement (including but not limited to the revisions described in Sections 5.4 and
6.2.C) as it determines are necessary to reflect the issuance of such additional Partnership
Interests.



          C. Percentage Interest Adjustments in the Case of Capital Contributions for Partnership
Units. Upon the acceptance of additional Capital Contributions in exchange for Partnership
Units, the Percentage Interest related thereto, and the Percentage Interest of each other Partner,
shall be equal to the amounts agreed to by the Partnership and the contributors.


          D. AMB agrees to comply with Section 4.3.D of the Twelfth Amended and Restated
Agreement of Limited Partnership of the Operating Partnership, as amended or waived from time to
time.



Section 4.4. No Preemptive Rights



          Except to the extent expressly granted by the Partnership pursuant to another agreement, no
Person shall have any preemptive, preferential or other similar right with respect to (i) making
additional Capital Contributions or loans to the Partnership or (ii) issuance or sale of any
Partnership Units or other Partnership Interests.



Section 4.5. Other Contribution Provisions



          In the event that any Partner is admitted to the Partnership and is given (or is treated as
having received) a Capital Account in exchange for services rendered to the Partnership, such
transaction shall be treated by the Partnership and the affected Partner as if the Partnership had
compensated such Partner in cash, and the Partner had contributed such cash to the capital of the
Partnership. In addition, with the consent of the General Partner, in its sole discretion, one or
more Limited Partners may enter into contribution agreements with the Partnership which have the
effect of providing a guarantee of certain obligations of the Partnership.



ARTICLE 5.

DISTRIBUTIONS




Section 5.1. Requirement and Characterization of Distributions



          The General Partner shall cause the Partnership to distribute all, or such portion as the
General Partner may in its discretion determine, Available Cash generated by the Partnership (i)
first, to the extent that the amount of cash distributed with respect to any Partnership Interests
that are entitled to any preference in distribution for any prior distribution period was less than
the required distribution for such outstanding Partnership Interests for such prior distribution
period, and to the extent such deficiency has not been subsequently distributed pursuant to this
Section 5.1 (a “Preferred Distribution Shortfall”), in accordance with the rights
of such class of Partnership Interests (and within such class, pro rata in proportion to the
respective Percentage Interests on the applicable record date) and to the Partners who are Partners
on the applicable



27









 








record date with respect to such distribution, (ii) second, with respect to any Partnership
Interests that are entitled to any preference in distribution, in accordance with the rights of
such class of Partnership Interests (and within such class, pro rata in proportion to the
respective Percentage Interests on the applicable record date) and (iii) third, with respect to
Partnership Interests that are not entitled to any preference in distribution, pro rata to each
such class on a quarterly basis and in accordance with the terms of such class to Partners who are
Partners of such class on the Partnership Record Date with respect to such distribution (and within
each such class, pro rata in proportion with the respective Percentage Interests on such
Partnership Record Date). Except as expressly provided for in Article 23 with respect to
the Class B Common Units and in an agreement, if any, entered into in connection with the creation
of a new class of Partnership Interests in accordance with Article 4, no Partnership
Interest shall be entitled to a distribution in preference to any other Partnership Interest. The
General Partner shall take such reasonable efforts, as determined by it in its sole and absolute
discretion and consistent with AMB’s qualification as a REIT, to cause the Partnership to
distribute sufficient amounts to enable AMB, in its capacity of general partner of the Operating
Partnership, and the owner of 100% of the equity interests of the General Partner, to pay
stockholder dividends that will, so long as AMB has determined to qualify as a REIT, (a) satisfy
the requirements for qualifying as a REIT under the Code and Regulations (“REIT
Requirements”) and (b) except to the extent otherwise determined by the General Partner, avoid
any Federal income or excise tax liability of AMB, except to the extent that a distribution
pursuant to clause (b) would prevent the Partnership from making a distribution to the holders of
Class B Common Units in accordance with Section 23.2.




Section 5.2. Distributions in Kind



          No right is given to any Partner to demand and receive property other than cash. The General
Partner may determine, in its sole and absolute discretion, to make a distribution in kind to the
Partners of Partnership assets, and such assets shall be distributed in such a fashion as to ensure
that the fair market value is distributed and allocated in accordance with Articles 5, 6 and
10; provided, however, that, in such case, the General Partner shall distribute only cash to
any Preferred Limited Partners.



Section 5.3. Distributions Upon Liquidation



          Proceeds from a Liquidating Event shall be distributed to the Partners in accordance with
Section 13.2.



Section 5.4. Distributions to Reflect Issuance of Additional Partnership Interests



          In the event that the Partnership issues additional Partnership Interests to the General
Partner or any Additional Limited Partner pursuant to Section 4.3.B or 4.4, the General
Partner shall make such revisions to this Article 5 as it determines are necessary to
reflect the issuance of such additional Partnership Interests. In the absence of any agreement to
the contrary, an Additional Limited Partner shall be entitled to the distributions set forth in
Section 5.1 (without regard to this Section 5.4) with respect to the quarter during
which the closing of its contribution to the Partnership occurs, multiplied by a fraction the
numerator of which is the number of days from and after the date of such closing through the end of
the applicable quarter, and the denominator of which is the total number of days in such quarter.



28









 








ARTICLE 6.

ALLOCATIONS




Section 6.1. Timing and Amount of Allocations of Net Income and Net Loss



          Net Income and Net Loss of the Partnership shall be determined and allocated with respect to
each fiscal year of the Partnership as of the end of each such year. Subject to the other
provisions of this Article 6, an allocation to a Holder of a share of Net Income or Net
Loss shall be treated as an allocation of the same share of each item of income, gain, loss or
deduction that is taken into account in computing Net Income or Net Loss.



Section 6.2. General Allocations



          A. In General. Except as otherwise provided in this Article 6, Net Income and
Net Loss allocable with respect to a class of Partnership Interests, shall be allocated to each of
the Holders holding such class of Partnership Interests in accordance with their respective
Percentage Interest of such class.


          B. B.1. Net Income. Except as provided in Section 6.3, Net Income for any
Partnership Year shall be allocated in the following manner and order of priority:




	 	(a)	 	First, 100% to the General Partner in an amount equal to the
remainder, if any, of the cumulative Net Losses allocated to the General
Partner pursuant to Section 6.2.B.2(e) for all prior Partnership Years
minus the cumulative Net Income allocated to the General Partner pursuant to
this Section 6.2.B.1(a) for all prior Partnership Years;
	 
	 	(b)	 	Second, 100% to each Holder of Partnership Interests in an
amount equal to the remainder, if any, of the cumulative Net Losses allocated
to each such Holder pursuant to Section 6.2.B.2(d) for all prior
Partnership Years minus the cumulative Net Income allocated to such Holder
pursuant to this Section 6.2.B.1(b) for all prior Partnership Years;
	 
	 	(c)	 	Third, 100% to the Holders of Preferred Units in an amount
equal to the remainder, if any, of the cumulative Net Losses allocated to such
Holders pursuant to Section 6.2.B.2(c) for all prior Partnership Years
minus the cumulative Net Income allocated to such Holders pursuant to this
Section 6.2.B.1(c) for all prior Partnership Years;
	 
	 	(d)	 	Fourth, 100% to the Holders of Class B Common Units in an
amount equal to the remainder, if any, of the cumulative Net Losses allocated
to each such Holder pursuant to Section 6.2.B.2(b) for all prior
Partnership Years minus the cumulative Net Income allocated to each Holder
pursuant to this Section 6.2.B.1(d) for all prior Partnership Years;
	 
	 	(e)	 	Fifth, 100% to the Holders of Class A Common Units, in an
amount equal to the remainder, if any, of the cumulative Net Losses allocated
to each such Holder pursuant to Section 6.2.B.2(a) for all prior
Partnership Years





29









 





	 	 	 	minus the cumulative Net Income allocated to each Holder pursuant to this
Section 6.2.B.1(e) for all prior Partnership Years;
	 
	 	(f)	 	Sixth, 100% to the Holders of Preferred Units, with respect to
each series of Preferred Units, in an amount equal to the excess of (i) the
cumulative Priority Return to the last day of the current Partnership Year or
to the date of redemption of such Preferred Units, to the extent such Preferred
Units are redeemed during such year, over (ii) the cumulative Net Income
allocated to the Holders of such Preferred Units, pursuant to this Section
6.2.B.1(f) for all prior Partnership Years;
	 
	 	(g)	 	Seventh, 100% to the Holders of Class B Common Units in an
amount equal to the excess of (i) the cumulative Class B Distributions made in
the current and all prior Partnership Years over (ii) the cumulative Net Income
allocated to the Holders of such Class B Common Units, pursuant to this
Section 6.2.B.1(g) for all prior Partnership Years; and
	 
	 	(h)	 	Eighth, 100% to the Holders of Class A Common Units in
accordance with their respective Percentage Interests in the Class A Common
Units.




          To the extent the allocations of Net Income set forth above in any paragraph of this
Section 6.2.B.1 are not sufficient to entirely satisfy the allocation set forth in such
paragraph, such allocation shall be made in proportion to the total amount that would have been
allocated pursuant to such paragraph without regard to such shortfall.


          B.2. Net Losses. Except as provided in Section 6.3, Net Losses for any
Partnership Year shall be allocated in the following manner and order of priority:




	 	(a)	 	First, 100% to the Holders of Class A Common Units in
accordance with their respective Percentage Interests in the Class A Common
Units (to the extent consistent with this Section 6.2.B.2(a)) until the
Adjusted Capital Account (ignoring for this purpose any amounts a Holder is
obligated to contribute to the capital of the Partnership or is deemed
obligated to contribute pursuant to Regulations Section 1.704-1(b)(2)(ii)(c)(2)
and ignoring the Holder’s Class B Common Capital) of each such Holder is zero;
	 
	 	(b)	 	Second, 100% to the Holders of Class B Common Units in
accordance with their respective Percentage Interests in the Common Units (to
the extent consistent with this Section 6.2.B.2(b)) until the Adjusted
Capital Account (ignoring for this purpose any amounts a Holder is obligated to
contribute to the capital of the Partnership or is deemed obligated to
contribute pursuant to Regulations Section 1.704-1(b)(2)(ii)(c)(2)) of each
such Holder is zero;
	 
	 	(c)	 	Third, 100% to the Holders of Preferred Units, pro rata to each
such Holder’s Adjusted Capital Account (ignoring for this purpose any amounts a
Holder is obligated to contribute to the capital of the Partnership or is
deemed obligated to contribute pursuant to Regulations Section 1.704-





30









 





	 	 	 	1(b)(2)(ii)(c)(2)), until the Adjusted Capital Account (as so modified) of
each such Holder is zero;
	 
	 	(d)	 	Fourth, 100% to the Holders of Partnership Interests to the
extent of, and in proportion to, the positive balance (if any) in their
Adjusted Capital Accounts; and
	 
	 	(e)	 	Fifth, 100% to the General Partner.




          C. Allocations to Reflect Issuance of Additional Partnership Interests. In the event
that the Partnership issues additional Partnership Interests to the General Partner or any
Additional Limited Partner pursuant to Section 4.3 or 4.4, the General Partner shall make
such revisions to this Section 6.2 or to Section 12.2.B as it determines are necessary to
reflect the terms of the issuance of such additional Partnership Interests, including making
preferential allocations to certain classes of Partnership Interests.


          D. Allocations After Liquidating Event. Subject to the allocations of Net Income and
Net Loss to Holders of Preferred Units and to Section 6.3, but otherwise notwithstanding
the provisions of Section 6.1.B.1 and B.2 above, if a Liquidating Event occurs in a
Partnership Year, Net Income or Net Loss (or, if necessary, separate items of income, gain, loss
and deduction) for such Partnership Year and any Partnership Years thereafter shall be allocated to
Holders of Class B Common Units in such amounts as will cause, to the greatest extent possible,
each such Holder’s Capital Account per Class B Common Unit to be equal to the sum of (a) such
Holder’s accrued and unpaid Class B Distributions per Class B Common Unit (if any), and (b) the
product of (i) the Value of a REIT Share (with the date of the liquidating distribution being the
Valuation Date), and (ii) the Adjustment Factor. Any additional Net Income or Net Loss (or items
thereof) shall be allocated to the Holders of Class A Common Units as set forth in Section
6.1.B.1 and B.2 above.



Section 6.3. Additional Allocation Provisions



          Notwithstanding the foregoing provisions of this Article 6:


          A. Regulatory Allocations.




          (i) Minimum Gain Chargeback. Except as otherwise provided in Regulations
Section 1.704-2(f), notwithstanding the provisions of Section 6.2, or any other
provision of this Article 6, if there is a net decrease in Partnership Minimum Gain
during any fiscal year, each Holder shall be specially allocated items of Partnership income
and gain for such year (and, if necessary, subsequent years) in an amount equal to such
Holder’s share of the net decrease in Partnership Minimum Gain, as determined under
Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made
in proportion to the respective amounts required to be allocated to each Holder pursuant
thereto. The items to be allocated shall be determined in accordance with Regulations
Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.3.A(i) is intended to
qualify as a “minimum gain chargeback” within the meaning of Regulation Section 1.704-2(f)
which shall be controlling in the event of a conflict between such Regulation and this
Section 6.3.A(i).




31











 






               (ii) Partner Minimum Gain Chargeback. Except as otherwise provided in
Regulations Section 1.704-2(i)(4), and notwithstanding the provisions of Section
6.2, or any other provision of this Article 6 (except Section 6.3.A(i)),
if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse
Debt during any fiscal year, each Holder who has a share of the Partner Minimum Gain
attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations
Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for
such year (and, if necessary, subsequent years) in an amount equal to such Holder’s share of
the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt,
determined in accordance with Regulations Section 1.704-2(i)(4). Allocations pursuant to
the previous sentence shall be made in proportion to the respective amounts required to be
allocated to each Holder pursuant thereto. The items to be so allocated shall be determined
in accordance with Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section
6.3.A(ii) is intended to qualify as a “chargeback of partner nonrecourse debt minimum
gain” within the meaning of Regulation Section 1.704-2(i) which shall be controlling in the
event of a conflict between such Regulation and this Section 6.3.A(ii).




               (iii) Nonrecourse Deductions and Partner Nonrecourse Deductions. Any
Nonrecourse Deductions for any fiscal year shall be specially allocated to the Holders in
accordance with their respective Percentage Interest in Class A Common Units. Any Partner
Nonrecourse Deductions for any fiscal year shall be specially allocated to the Holder(s) who
bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such
Partner Nonrecourse Deductions are attributable, in accordance with Regulations Sections
1.704-2(b)(4) and 1.704-2(i).




               (iv) Qualified Income Offset. If any Holder unexpectedly receives an
adjustment, allocation or distribution described in Regulations Section
1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be
allocated, in accordance with Regulations Section 1.704-1(b)(2)(ii)(d), to the Holder in an
amount and manner sufficient to eliminate, to the extent required by such Regulations, the
Adjusted Capital Account Deficit of the Holder as quickly as possible provided that an
allocation pursuant to this Section 6.3.A(iv) shall be made if and only to the
extent that such Holder would have an Adjusted Capital Account Deficit after all other
allocations provided in this Article 6 have been tentatively made as if this
Section 6.3.A(iv) were not in the Agreement. It is intended that this Section
6.3.A(iv) qualify and be construed as a “qualified income offset” within the meaning of
Regulations 1.704-1(b)(2)(ii)(d), which shall be controlling in the event of a conflict
between such Regulations and this Section 6.3.A(iv).




               (v) Gross Income Allocation. In the event any Holder has a deficit Capital
Account at the end of any fiscal year which is in excess of the sum of (a) the amount (if
any) such Holder is obligated to restore to the Partnership and (b) the amount such Holder
is deemed to be obligated to restore pursuant to Regulations Section 1.704-1(b)(2)(ii)(c) or
the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such
Holder shall be specially allocated items of Partnership income and gain in the amount of
such excess as quickly as possible; provided, that an allocation pursuant to this
Section 6.3.A(v) shall be made if and only to the extent that such Holder would have
a deficit Capital Account in excess of such sum after all other allocations



32









 






provided in this Article 6 have been tentatively made as if this Section
6.3.A(v) and Section 6.3.A(iv) were not in the Agreement.




               (vi) Limitation on Allocation of Net Loss. To the extent any allocation of Net
Loss would cause or increase an Adjusted Capital Account Deficit as to any Holder, such
allocation of Net Loss shall be reallocated among the other Holders in accordance with
Section 6.2.B.2, subject to the limitations of this Section 6.3.A(vi).




               (vii) Section 754 Adjustment. To the extent an adjustment to the adjusted tax
basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is
required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section
1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the
result of a distribution to a Holder in complete liquidation of his interest in the
Partnership, the amount of such adjustment to the Capital Accounts shall be treated as an
item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment
decreases such basis) and such gain or loss shall be specially allocated to the Holders in
accordance with their interests in the Partnership in the event that Regulations Section
1.704-1(b)(2)(iv)(m)(2) applies, or to the Holders to whom such distribution was made in the
event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.




               (viii) Curative Allocation. The allocations set forth in Sections
6.3.A(i), (ii), (iii), (iv), (v), (vi), and (vii) (the “Regulatory Allocations”)
are intended to comply with certain regulatory requirements, including the requirements of
Regulations Sections 1.704-1(b) and 1.704-2. Notwithstanding the provisions of Sections
6.1 and 6.2, the Regulatory Allocations shall be taken into account in allocating other
items of income, gain, loss and deduction among the Holders so that, to the extent possible,
the net amount of such allocations of other items and the Regulatory Allocations to each
Holder shall be equal to the net amount that would have been allocated to each such Holder
if the Regulatory Allocations had not occurred.



          B. For purposes of determining a Holder’s proportional share of the “excess nonrecourse
liabilities” of the Partnership within the meaning of Regulations Section 1.752-3(a)(3), each
Holder’s interest in Partnership profits shall be such Holder’s Common Percentage Interest.


Section 6.4. Tax Allocations




          A. In General. Except as otherwise provided in this Section 6.4, for income
tax purposes each item of income, gain, loss and deduction (collectively, “Tax Items”)
shall be allocated among the Holders in the same manner as its correlative item of “book” income,
gain, loss or deduction is allocated pursuant to Sections 6.2 and 6.3.



          B. Allocations Respecting Section 704(c) Revaluations. Notwithstanding Section
6.4.A, Tax Items with respect to Partnership property that is contributed to the Partnership by
a Partner shall be shared among the Holders for income tax purposes pursuant to Regulations
promulgated under Section 704(c) of the Code, so as to take into account the variation, if any,
between the basis of the property to the Partnership and its initial Gross Asset



33









 




Value. With respect to Partnership property that is initially contributed to the Partnership
upon its formation pursuant to Section 4.1, such variation between basis and initial Gross
Asset Value shall be taken into account under the “traditional method” as described in Regulations
Section 1.704-3(b). With respect to properties subsequently contributed to the Partnership, the
Partnership shall account for such variation under any method approved under Section 704(c) of the
Code and the applicable regulations as chosen by the General Partner. In the event the Gross Asset
Value of any Partnership asset is adjusted pursuant to subparagraph (ii) of the definition of Gross
Asset Value (provided in Article 1), subsequent allocations of Tax Items with respect to
such asset shall take account of the variation, if any, between the adjusted basis of such asset
and its Gross Asset Value in the same manner as under Section 704(c) of the Code and the applicable
regulations consistent with the requirements of Regulations Section 1.704-1(b)(2)(iv)(g) using any
method approved under 704(c) of the Code and the applicable regulations as chosen by the General
Partner.




ARTICLE 7.

MANAGEMENT AND OPERATIONS OF BUSINESS



Section 7.1. Management




          A. Except as otherwise expressly provided in this Agreement, all management powers over the
business and affairs of the Partnership are exclusively vested in the General Partner, and no
Limited Partner shall have any right to participate in or exercise control or management power over
the business and affairs of the Partnership; provided, however, that the General Partner may be
removed by the holders of a majority of the Class A Common Units, with or without cause, such
removal effective upon the delivery of written notice thereof by the Limited Partners to the
General Partner. In addition to the powers now or hereafter granted a general partner of a limited
partnership under the Act and other applicable law or which are granted to the General Partner
under any other provision of this Agreement, the General Partner, subject to the other provisions
hereof including Section 7.3, shall have full power and authority to do all things deemed
necessary or desirable by it to conduct the business of the Partnership, to exercise all powers set
forth in Section 3.2 and to effectuate the purposes set forth in Section 3.1,
including, without limitation:




	 	(i)	 	the making of any expenditures, the lending or borrowing of
money (including, without limitation, making prepayments on loans and borrowing
money to permit the Partnership to make distributions to its Partners in such
amounts as will permit AMB, in its capacity as the sole general partner of the
Operating Partnership and as the owner of 100% of the equity interests of the
General Partner (for so long as AMB has determined to qualify as a REIT), to
avoid the payment of any Federal income tax (including, for this purpose, any
excise tax pursuant to Section 4981 of the Code) and to make distributions to
its stockholders sufficient to permit AMB to maintain REIT status), the
assumption or guarantee of, or other contracting for, indebtedness and other
liabilities, the issuance of evidences of indebtedness (including the securing
of same by mortgage, deed of trust or other lien or encumbrance on all or any
of the Partnership’s assets) and the incurring of any obligations it deems
necessary for the conduct of the activities of the Partnership;




34









 






	 	(ii)	 	the making of tax, regulatory and other filings, or rendering
of periodic or other reports to governmental or other agencies having
jurisdiction over the business or assets of the Partnership;
	 
	 	(iii)	 	subject to the provisions of Section 7.3.D, the
acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or
exchange of any assets of the Partnership or the merger or other combination of
the Partnership with or into another entity;
	 
	 	(iv)	 	the mortgage, pledge, encumbrance or hypothecation of all or
any assets of the Partnership, and the use of the assets of the Partnership
(including, without limitation, cash on hand) for any purpose consistent with
the terms of this Agreement and on any terms it sees fit, including, without
limitation, the financing of the conduct or the operations of the General
Partner or the Partnership, the lending of funds to other Persons (including,
without limitation, the General Partner (if necessary to permit the financing
or capitalization of a subsidiary of the General Partner or the Partnership)
and any Subsidiaries of the Partnership) and the repayment of obligations of
the Partnership, any of its Subsidiaries and any other Person in which it has
an equity investment;
	 
	 	(v)	 	the negotiation, execution, and performance of any contracts,
leases, conveyances or other instruments that the General Partner considers
useful or necessary to the conduct of the Partnership’s operations or the
implementation of the General Partner’s powers under this Agreement;
	 
	 	(vi)	 	the distribution of Partnership cash or other Partnership
assets in accordance with this Agreement;
	 
	 	(vii)	 	the selection and dismissal of employees of the Partnership
(including, without limitation, employees having titles such as “president,”
“vice president,” “secretary” and “treasurer”), and agents, outside attorneys,
accountants, consultants and contractors of the Partnership, the determination
of their compensation and other terms of employment or hiring, including
waivers of conflicts of interest and the payment of their expenses and
compensation out of the Partnership’s assets;
	 
	 	(viii)	 	the maintenance of such insurance for the benefit of the Partnership and the
Partners as it deems necessary or appropriate;
	 
	 	(ix)	 	the formation of, or acquisition of an interest in, and the
contribution of property to, any further limited or general partnerships, joint
ventures or other relationships that it deems desirable (including, without
limitation, the acquisition of interests in, and the contributions of property
to any Subsidiary and any other Person in which it has an equity investment
from time to time); provided that as long as AMB, in its capacity as the owner
of 100% of the equity interests of the General Partner and as the sole general
partner of the Operating Partnership, has determined to continue to




35









 












	 	 	 	qualify as a REIT, the Partnership may not engage in any such formation,
acquisition or contribution that would cause AMB to fail to qualify as a
REIT;
	 
	 	(x)	 	the control of any matters affecting the rights and obligations
of the Partnership, including the conduct of litigation and the incurring of
legal expense and the settlement of claims and litigation, and the
indemnification of any Person against liabilities and contingencies to the
extent permitted by law;
	 
	 	(xi)	 	the undertaking of any action in connection with the
Partnership’s direct or indirect investment in any Person (including, without
limitation, contributing or loaning Partnership funds to, incurring
indebtedness on behalf of, or guarantying the obligations of any such Persons);
	 
	 	(xii)	 	subject to the other provisions in this Agreement, the
determination of the fair market value of any Partnership property distributed
in kind using such reasonable method of valuation as it may adopt; provided
that, such methods are otherwise consistent with requirements of this
Agreement;
	 
	 	(xiii)	 	the management, operation, leasing, landscaping, repair, alteration,
demolition or improvement of any real property or improvements owned by the
Partnership or any Subsidiary of the Partnership or any Person in which the
Partnership has made a direct or indirect equity investment;
	 
	 	(xiv)	 	holding, managing, investing and reinvesting cash and other
assets of the Partnership;
	 
	 	(xv)	 	the collection and receipt of revenues and income of the
Partnership;
	 
	 	(xvi)	 	the exercise, directly or indirectly through any
attorney-in-fact acting under a general or limited power of attorney, of any
right, including the right to vote, appurtenant to any asset or investment held
by the Partnership;
	 
	 	(xvii)	 	the exercise of any of the powers of the General Partner enumerated in this
Agreement on behalf of or in connection with any Subsidiary of the Partnership
or any other Person in which the Partnership has a direct or indirect interest,
or jointly with any such Subsidiary or other Person;
	 
	 	(xviii)	 	the exercise of any of the powers of the General Partner enumerated in this
Agreement on behalf of any Person in which the Partnership does not have an
interest, pursuant to contractual or other arrangements with such Person;
	 
	 	(xix)	 	the making, execution and delivery of any and all deeds,
leases, notes, deeds to secure debt, mortgages, deeds of trust, security
agreements, conveyances, contracts, guarantees, warranties, indemnities,
waivers, releases or legal instruments or other agreements in writing necessary
or




36









 












	 	 	 	appropriate in the judgment of the General Partner for the accomplishment of
any of the powers of the General Partner enumerated in this Agreement; and






	 	(xx)	 	the making of loans by the Partnership to its Partners, for any
purpose, provided that such loans be upon arm’s-length terms.





          B. Each of the Limited Partners agrees that the General Partner is authorized to execute,
deliver and perform the above-mentioned agreements and transactions on behalf of the Partnership
without any further act, approval or vote of the Partners, notwithstanding any other provisions of
this Agreement (except as provided in Section 7.3), the Act or any applicable law, rule or
regulation. The execution, delivery or performance by the General Partner or the Partnership of
any agreement authorized or permitted under this Agreement shall not constitute a breach by the
General Partner of any duty that the General Partner may owe the Partnership or the Limited
Partners or any other Persons under this Agreement or of any duty stated or implied by law or
equity.



          C. At all times from and after the date hereof, the General Partner may cause the Partnership
to obtain and maintain (i) casualty, liability and other insurance (including, without limitation,
earthquake insurance) on the properties of the Partnership and (ii) liability insurance for the
Indemnities hereunder.



          D. At all times from and after the date hereof, the General Partner may cause the Partnership
to establish and maintain working capital and other reserves in such amounts as the General
Partner, in its sole and absolute discretion, deems appropriate and reasonable from time to time.



          E. In exercising its authority under this Agreement, the General Partner may, but other than
as set forth in the following sentence and as expressly set forth in the agreements listed on
Exhibit H hereto, shall be under no obligation to, take into account the tax consequences
to any Partner (including the General Partner) of any action taken by the General Partner. The
General Partner and the Partnership shall not have liability to a Limited Partner under any
circumstances as a result of an income tax liability incurred by such Limited Partner as a result
of an action (or inaction) by the General Partner pursuant to its authority under this Agreement.



          F. Except as otherwise provided herein, to the extent the duties of the General Partner
require expenditures of funds to be paid to third parties, the General Partner shall not have any
obligations hereunder except to the extent that Partnership funds are reasonably available to it
for the performance of such duties, and nothing herein contained shall be deemed to authorize or
require the General Partner, in its capacity as such, to expend its individual funds for payment to
third parties or to undertake any individual liability or obligation on behalf of the Partnership.


Section 7.2. Certificate of Limited Partnership




          To the extent that such action is determined by the General Partner to be reasonable and
necessary or appropriate, the General Partner shall file amendments to and restatements of the
Certificate and do all the things to maintain the Partnership as a limited



37









 




partnership (or a partnership in which the limited partners have limited liability) under the
laws of the State of Delaware and to maintain the Partnership’s qualification to do business as a
foreign limited partnership in each other state, the District of Columbia or other jurisdiction, in
which the Partnership may elect to do business or own property. Subject to the terms of
Section 8.5.A(iv), the General Partner shall not be required, before or after filing, to
deliver or mail a copy of the Certificate or any amendment thereto to any Limited Partner. The
General Partner shall use all reasonable efforts to cause to be filed such other certificates or
documents as may be reasonable and necessary or appropriate for the formation, continuation,
qualification and operation of a limited partnership (or a partnership in which the limited
partners have limited liability) in the State of Delaware, and any other state, or the District of
Columbia or other jurisdiction, in which the Partnership may elect to do business or own property.



Section 7.3. Restrictions on General Partner’s Authority




          A. The General Partner may not take any action in contravention of this Agreement, including,
without limitation:




	 	(i)	 	take any action that would make it impossible to carry on the
ordinary business of the Partnership, except as otherwise provided in this
Agreement;
	 
	 	(ii)	 	possess Partnership property, or assign any rights in specific
Partnership property, for other than a Partnership purpose except as otherwise
provided in this Agreement;
	 
	 	(iii)	 	admit a Person as a Partner, except as otherwise provided in
this Agreement;
	 
	 	(iv)	 	perform any act that would subject a Limited Partner to
liability as a general partner in any jurisdiction or any other liability
except as provided herein or under the Act; or
	 
	 	(v)	 	perform any act that would subject the Partnership to
regulation as an “investment company” as such term is defined under the
Investment Company Act of 1940, as amended.





          B. The General Partner shall not, without the prior Consent of the Partners (in addition to
any Consent of the Limited Partners required by any other provision hereof), undertake, on behalf
of the Partnership, any of the following actions or enter into any transaction which would have the
effect of such transactions:




	 	(i)	 	except as provided in Section 7.3.D below, amend,
modify or terminate this Agreement other than to reflect the admission,
substitution, termination or withdrawal of partners pursuant to Article
12;
	 
	 	(ii)	 	make a general assignment for the benefit of creditors or
appoint or acquiesce in the appointment of a custodian, receiver or trustee for
all or any part of the assets of the Partnership;




38









 












	 	(iii)	 	institute any proceeding for bankruptcy on behalf of the
Partnership;
	 
	 	(iv)	 	confess a judgment against the Partnership; or
	 
	 	(v)	 	enter into a merger (including a triangular merger),
consolidation or other combination of the Partnership with or into another
entity.





          C. Except in the case of a Liquidating Event pursuant to Section 13.1 (other than
Section 13.1.F), the General Partner shall not, without the prior Consent of the Limited
Partners, undertake, on behalf of the Partnership, any actions or enter into any transaction which
would have the effect of a dissolution of the Partnership, including a sale, exchange, transfer or
other disposition of all or substantially all of the Partnership’s assets in a single transaction
or a series of related transactions.



          D. Notwithstanding Sections 7.3.B and 7.3.C, but subject to Section 7.3.E, the
General Partner shall have the power, without the Consent of the Partners, to amend this Agreement
as may be required to facilitate or implement any of the following purposes:




	 	(i)	 	to add to the obligations of the General Partner or surrender
any right or power granted to the General Partner or any Affiliate of the
General Partner for the benefit of the Limited Partners;
	 
	 	(ii)	 	to reflect the issuance of additional Partnership Interests
pursuant to Section 4.3.B, or the admission, substitution, termination,
reduction in Partnership Units or withdrawal of Partners in accordance with
this Agreement (which may be effected through the replacement of Exhibit
A with an amended Exhibit A);
	 
	 	(iii)	 	to set forth or amend the designations, rights, powers,
duties, and preferences of the holders of any additional Partnership Interests
issued pursuant to Article 4;
	 
	 	(iv)	 	to reflect a change that is of an inconsequential nature and
does not adversely affect the Limited Partners in any material respect, or to
cure any ambiguity in, correct or supplement any provision, or make other
changes with respect to matters arising under, this Agreement that will not be
inconsistent with law or with the provisions of this Agreement;
	 
	 	(v)	 	to satisfy any requirements, conditions, or guidelines
contained in any order, directive, opinion, ruling or regulation of a Federal,
state of local agency or contained in Federal, state or local law;
	 
	 	(vi)	 	to reflect such changes as are reasonably necessary for AMB, in
its capacity as the owner of 100% of the equity interests of the General
Partner and as the sole general partner of the Operating Partnership, to
maintain its status as a REIT, including changes which may be necessitated due
to a change in applicable law (or an authoritative interpretation thereof) or a
ruling of the IRS; and




39









 












	 	(vii)	 	to modify, as set forth in the definition of “Capital
Account,” the manner in which Capital Accounts are computed.




The General Partner will provide notice to the Limited Partners when any action under this
Section 7.3.D is taken.




          E. Notwithstanding Sections 7.3.B, 7.3.C and 7.3.D, this Agreement shall not be
amended, and no action may be taken by the General Partner, including in either case through merger
or sale of assets of the Partnership or otherwise, without the Consent of each Common Limited
Partner or Preferred Limited Partner adversely affected if such amendment or action would
(i) convert a Limited Partner’s interest in the Partnership into a general partner’s interest
(except as the result of the General Partner acquiring such interest), (ii) modify the limited
liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant
to Article 5 or Section 13.2.A(4) or the allocations specified in Article 6
(except as permitted pursuant to Sections 4.3 and 7.3.D), (iv) alter the Class B Redemption
as set forth in Section 23.4, or (v) amend this Section 7.3.E. Further, no
amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this
Section 7.3 without the Consent specified in such section.



          F. The General Partner shall not undertake to dispose of any Partnership Property specified in
the agreements listed in Exhibit G in a taxable sale or taxable exchange prior to the dates
specified in such agreements without the prior consent of each Limited Partner which contributed
all or any portion of an interest in such Property to the Partnership, as set forth in such
agreements.


Section 7.4. Reimbursement of the General Partner




          A. Except as provided in this Section 7.4 and elsewhere in this Agreement (including
the provisions of Articles 5 and 6 regarding distributions, payments and allocations to
which it may be entitled), the General Partner shall not be compensated for its services as general
partner of the Partnership.



          B. The General Partner shall be reimbursed on a monthly basis, or such other basis as the
General Partner may determine in its sole and absolute discretion, for all expenses it incurs
relating to the ownership of interests in and operation of, or for the benefit of, the Partnership.
Such reimbursements shall be in addition to any reimbursement to the General Partner as a result
of indemnification pursuant to Section 7.7.



          C. If and to the extent any reimbursements to the General Partner pursuant to this Section
7.4 constitute gross income of the General Partner (as opposed to the repayment of advances
made by the General Partner on behalf of the Partnership), such amounts shall constitute guaranteed
payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith
by the Partnership and all Partners, and shall not be treated as distributions for purposes of
computing the Partners’ Capital Accounts.


Section 7.5. Outside Activities of the General Partner




          Without the Consent of the Limited Partners, the General Partner shall not, directly or
indirectly, enter into or conduct any business, other than in connection with the



40









 




ownership, acquisition and disposition of Partnership Interests as a General Partner and the
management of the business of the Partnership and such activities as are incidental to the same and
activities incidental to the ownership of interests permitted by the next succeeding sentence.
Without the Consent of the Limited Partners, the General Partner shall not, directly or indirectly,
participate in or otherwise acquire any interest in any real or personal property, except its
General Partner Interest, its interest in any Subsidiary Partnership(s) (held directly or
indirectly through a Qualified REIT Subsidiary) that the General Partner holds in order to maintain
such Subsidiary Partnership’s status as a partnership, and such bank accounts, similar instruments
or other short-term investments as it deems necessary to carry out its responsibilities
contemplated under this Agreement and the REIT Charter. The General Partner’s General Partner
Interest in the Partnership, and interests in such short-term liquid investments, bank accounts or
similar instruments as the General Partner deems necessary to carry out its responsibilities
contemplated under this Agreement and the Charter are interests which the General Partner is
permitted to acquire and hold for purposes of this Section 7.5.



Section 7.6. Employee Benefit Plans




          The General Partner, in its sole and absolute discretion and without the approval of the
Limited Partners, may propose and adopt on behalf of the Partnership employee benefit plans funded
by the Partnership for the benefit of employees of the General Partner, the Partnership,
Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed,
directly or indirectly, for the benefit of the Partnership, the General Partner, or any of the
Partnership’s Subsidiaries.


Section 7.7. Indemnification




          A. The Partnership shall indemnify an Indemnitee from and against any and all losses, claims,
damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments,
fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or
proceedings, civil, criminal, administrative or investigative, that relate to the operations of the
Partnership as set forth in this Agreement in which any Indemnitee may be involved, or is
threatened to be involved, as a party or otherwise, unless it is established that: (i) the act or
omission of the Indemnitee was material to the matter giving rise to the proceeding and either was
committed in bad faith or was the result of active and deliberate dishonesty; (ii) the Indemnitee
actually received an improper personal benefit in money, property or services; or (iii) in the case
of any criminal proceeding, the Indemnitee had reasonable cause to believe that the act or omission
was unlawful. Without limitation, the foregoing indemnity shall extend to any liability of any
Indemnitee, pursuant to a loan guaranty or otherwise, for any indebtedness of the Partnership or
any Subsidiary of the Partnership (including, without limitation, any indebtedness which the
Partnership or any Subsidiary of the Partnership has assumed or taken subject to), and the General
Partner is hereby authorized and empowered, on behalf of the Partnership, to enter into one or more
indemnity agreements consistent with the provisions of this Section 7.7 in favor of any
Indemnitee having or potentially having liability for any such indebtedness. The termination of
any proceeding by judgment, order or settlement does not create a presumption that the Indemnitee
did not meet the requisite standard of conduct set forth in this Section 7.7.A. The
termination of any proceeding by conviction or upon a plea of nolo contendere or its equivalent, or
any entry of an order of probation prior to judgment, creates a rebuttable presumption that the
Indemnitee acted in a manner contrary to that specified in this



41









 




Section 7.7.A. Any indemnification pursuant to this Section 7.7 shall be made
only out of the assets of the Partnership, and any insurance proceeds from the liability policy
covering the General Partner and any Indemnitee, and neither the General Partner nor any Limited
Partner shall have any obligation to contribute to the capital of the Partnership or otherwise
provide funds to enable the Partnership to fund its obligations under this Section 7.7.




          B. Reasonable expenses incurred by an Indemnitee who is a party to a proceeding may be paid or
reimbursed by the Partnership in advance of the final disposition of the proceeding upon receipt by
the Partnership of (i) a written affirmation by the Indemnitee of the Indemnitee’s good faith
belief that the standard of conduct necessary for indemnification by the Partnership as authorized
in Section 7.7.A has been met and (ii) a written undertaking by or on behalf of the
Indemnitee to repay the amount if it shall ultimately be determined that the standard of conduct
has not been met.



          C. The indemnification provided by this Section 7.7 shall be in addition to any other
rights to which an Indemnitee or any other Person may be entitled under any agreement, pursuant to
any vote of the Partners, as a matter of law or otherwise, and shall continue as to an Indemnitee
who has ceased to serve in such capacity.



          D. The Partnership may purchase and maintain insurance, on behalf of the Indemnitees and such
other Persons as the General Partner shall determine, against any liability that may be asserted
against or expenses that may be incurred by any such Person in connection with the Partnership’s
activities, regardless of whether the Partnership would have the power to indemnify such Person
against such liability under the provisions of this Agreement.



          E. For purposes of this Section 7.7, the Partnership shall be deemed to have requested
an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of
its duties to the Partnership also imposes duties on, or otherwise involves services by, it to the
plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with
respect to an employee benefit plan pursuant to applicable law shall constitute fines within the
meaning of Section 7.7; and actions taken or omitted by the Indemnitee with respect to an
employee benefit plan in the performance of its duties for a purpose reasonably believed by it to
be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a
purpose which is not opposed to the best interests of the Partnership.



          F. In no event may an Indemnitee subject the Limited Partners to personal liability by reason
of the indemnification provisions set forth in this Agreement.



          G. An Indemnitee shall not be denied indemnification in whole or in part under this
Section 7.7 because the Indemnitee had an interest in the transaction with respect to which
the indemnification applies if the transaction was otherwise permitted by the terms of this
Agreement.



          H. The provisions of this Section 7.7 are for the benefit of the Indemnitees, their
heirs, successors, assigns and administrators and shall not be deemed to create any rights for the
benefit of any other Persons. Any amendment, modification or repeal of this Section 7.7 or
any provision hereof shall be prospective only and shall not in any way affect the limitations on
the Partnership’s liability to any Indemnitee under this Section 7.7 as in effect
immediately



42









 




prior to such amendment, modification or repeal with respect to claims arising from or
relating to matters occurring, in whole or in part, prior to such amendment, modification or
repeal, regardless of when such claims may arise or be asserted.




          I. If and to the extent any reimbursements to the General Partner pursuant to this Section
7.7 constitute gross income of the General Partner (as opposed to the repayment of advances
made by the General Partner on behalf of the Partnership) such amounts shall constitute guaranteed
payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith
by the Partnership and all Partners, and shall not be treated as distributions for purposes of
computing the Partners’ Capital Accounts.



          J. Any indemnification hereunder is subject to, and limited by, the provisions of Section
17-108 of the Act.



          K. In the event the Partnership is made a party to any litigation or otherwise incurs any loss
or expense as a result of or in connection with any Partner’s personal obligations or liabilities
unrelated to Partnership business, such Partner shall indemnify and reimburse the Partnership for
all such loss and expense incurred, including legal fees, and the Partnership Interest of such
Partner may be charged therefor. The liability of a Partner under this Section 7.7.K shall
not be limited to such Partner’s Partnership Interest, but shall be enforceable against such
Partner personally.


Section 7.8. Liability of the General Partner




          A. Notwithstanding anything to the contrary set forth in this Agreement, none of the General
Partner and any of its officers, directors, agents and employees shall be liable or accountable in
damages or otherwise to the Partnership, any Partners or any Assignees, or their successors or
assigns, for losses sustained, liabilities incurred or benefits not derived as a result of errors
in judgment or mistakes of fact or law or any act or omission if the General Partner acted in good
faith.



          B. The Limited Partners expressly acknowledge that the General Partner is acting for the
benefit of the Partnership, the Limited Partners and AMB’s stockholders collectively, that the
General Partner is under no obligation to give priority to the separate interests of the Limited
Partners or AMB’s stockholders (including, without limitation, the tax consequences to Limited
Partners or Assignees or to stockholders) in deciding whether to cause the Partnership to take (or
decline to take) any actions and that the General Partner shall not be liable to the Partnership or
to any Limited Partner for monetary damages for losses sustained, liabilities incurred, or benefits
not derived by Limited Partners in connection with such decisions; provided, that the General
Partner has acted in good faith.



          C. Subject to its obligations and duties as General Partner set forth in Section
7.1.A, the General Partner may exercise any of the powers granted to it by this Agreement and
perform any of the duties imposed upon it hereunder either directly or by or through its agents.
The General Partner shall not be responsible for any misconduct or negligence on the part of any
such agent appointed by it in good faith.



          D. Any amendment, modification or repeal of this Section 7.8 or any provision hereof
shall be prospective only and shall not in any way affect the limitations on the



43









 




liability of the General Partner and any of its officers, directors, agents and employees to
the Partnership and the Limited Partners under this Section 7.8 as in effect immediately
prior to such amendment, modification or repeal with respect to claims arising from or relating to
matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless
of when such claims may arise or be asserted.



Section 7.9. Other Matters Concerning the General Partner




          A. The General Partner may rely and shall be protected in acting or refraining from acting
upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent,
order, bond, debenture, or other paper or document believed by it to be genuine and to have been
signed or presented by the proper party or parties.



          B. The General Partner may consult with legal counsel, accountants, appraisers, management
consultants, investment bankers and other consultants and advisers selected by it, and any act
taken or omitted to be taken in reliance upon the opinion of such Persons as to matters which such
General Partner reasonably believes to be within such Person’s professional or expert competence
shall be conclusively presumed to have been done or omitted in good faith and in accordance with
such opinion.



          C. The General Partner shall have the right, in respect of any of its powers or obligations
hereunder, to act through any of its duly authorized officers and a duly appointed attorney or
attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the
power of attorney, have full power and authority to do and perform all and every act and duty which
is permitted or required to be done by the General Partner hereunder.



          D. Notwithstanding any other provisions of this Agreement or any non-mandatory provision of
the Act, any action of the General Partner on behalf of the Partnership or any decision of the
General Partner to refrain from acting on behalf of the Partnership, undertaken in the good faith
belief that such action or omission is necessary or advisable in order to protect the ability of
AMB, in its capacity as the owner of 100% of the equity interests of the General Partner and as the
sole general partner of the Operating Partnership, for so long as AMB has determined to qualify as
a REIT, to (i) continue to qualify as a REIT or (ii) except with respect to the distribution of
Available Cash to the Class B Limited Partners in accordance in accordance with Section
23.2, avoid AMB incurring any taxes under Section 857 or Section 4981 of the Code, is expressly
authorized under this Agreement and is deemed approved by all of the Limited Partners.



          E. So long as the General Partner holds any interest in the Partnership (as either a General
Partner or Limited Partner), the General Partner shall have “management rights” (as such term is
defined in the Plan Asset Regulation) with respect to the Partnership and its Properties to the
extent necessary to qualify AMB as a “venture capital operating company” (as such term is defined
in the Plan Asset Regulation).


Section 7.10. Title to Partnership Assets




          Title to Partnership assets, whether real, personal or mixed and whether tangible or
intangible, shall be deemed to be owned by the Partnership as an entity, and no Partners,
individually or collectively, shall have any ownership interest in such Partnership assets or any



44









 




portion thereof. Title to any or all of the Partnership assets may be held in the name of the
Partnership, the General Partner or one or more nominees, as the General Partner may determine,
including Affiliates of the General Partner. The General Partner hereby declares and warrants that
any Partnership assets for which legal title is held in the name of the General Partner or any
nominee or Affiliate of the General Partner shall be deemed held by the General Partner or such
nominee or Affiliate for the use and benefit of the Partnership in accordance with the provisions
of this Agreement; provided, however, that the General Partner shall use its best efforts to cause
beneficial and record title to such assets to be vested in the Partnership as soon as reasonably
practicable. All Partnership assets shall be recorded as the property of the Partnership in its
books and records, irrespective of the name in which legal title to such Partnership assets is
held.



Section 7.11. Reliance by Third Parties




          Notwithstanding anything to the contrary in this Agreement, any Person dealing with the
Partnership shall be entitled to assume that the General Partner has full power and authority to
encumber, sell or otherwise use in any manner any and all assets of the Partnership and to enter
into any contracts on behalf of the Partnership, and such Person shall be entitled to deal with the
General Partner as if it were the Partnership’s sole party in interest, both legally and
beneficially. Each Limited Partner hereby waives any and all defenses or other remedies which may
be available against such Person to contest, negate or disaffirm any action of the General Partner
in connection with any such dealing. In no event shall any Person dealing with the General Partner
or its representatives be obligated to ascertain that the terms of this Agreement have been
complied with or to inquire into the necessity or expedience of any act or action of the General
Partner or its representatives. Each and every certificate, document or other instrument executed
on behalf of the Partnership by the General Partner or its representatives shall be conclusive
evidence in favor of any and every Person relying thereon or claiming thereunder that (i) at the
time of the execution and delivery of such certificate, document or instrument, this Agreement was
in full force and effect, (ii) the Person executing and delivering such certificate, document or
instrument was duly authorized and empowered to do so for and on behalf of the Partnership and
(iii) such certificate, document or instrument was duly executed and delivered in accordance with
the terms and provisions of this Agreement and is binding upon the Partnership.



ARTICLE 8.

RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS



Section 8.1. Limitation of Liability




          The Limited Partners shall have no liability under this Agreement except as expressly provided
in this Agreement or under the Act.


Section 8.2. Management of Business




          No Limited Partner or Assignee (other than the General Partner, any of its Affiliates or any
officer, director, employee, general partner, agent or trustee of the General Partner, the
Partnership or any of their Affiliates, in their capacity as such) shall take part in the
operations, management or control (within the meaning of the Act) of the Partnership’s business,
transact any business in the Partnership’s name or have the power to sign documents for or
otherwise bind the Partnership. Notwithstanding the foregoing, the General Partner may be



45









 




removed by the Class A Common Limited Partners, pursuant to and in accordance with Section
7.1. Upon the removal of the General Partner, the Class A Common Limited Partners shall select
a successor General Partner, who shall upon the acceptance of such selection be admitted as a
successor General Partner pursuant to Section 12.1 hereof. The transaction of any such
business by the General Partner, any of its Affiliates or any officer, director, employee, general
partner, agent or trustee of the General Partner, the Partnership or any of their Affiliates, in
their capacity as such, shall not affect, impair or eliminate the limitations on the liability of
the Limited Partners or Assignees under this Agreement.



Section 8.3. Outside Activities of Limited Partners




          Subject to any agreements entered into by a Limited Partner or its Affiliates with the General
Partner, Partnership or a Subsidiary, any Limited Partner and any officer, director, employee,
agent, trustee, Affiliate or stockholder of any Limited Partner shall be entitled to and may have
business interests and engage in business activities in addition to those relating to the
Partnership, including business interests and activities in direct competition with the Partnership
or that are enhanced by the activities of the Partnership. Neither the Partnership nor any
Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited
Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person
shall have any rights by virtue of this Agreement or the partnership relationship established
hereby in any business ventures of any other Person, other than the Limited Partners benefiting
from the business conducted by the General Partner, and such other Person shall have no obligation
pursuant to this Agreement to offer any interest in any such business ventures to the Partnership,
any Limited Partner or any such other Person, even if such opportunity is of a character which, if
presented to the Partnership, any Limited Partner or such other Person, could be taken by such
other Person.


Section 8.4. Return of Capital




          Except pursuant to the Class B Redemption rights set forth in Section 23.4, no Limited
Partner shall be entitled to the withdrawal or return of his or her Capital Contribution, except to
the extent of distributions made pursuant to this Agreement or upon termination of the Partnership
as provided herein. Except as expressly set forth herein with respect to the rights, priorities
and preferences of the Preferred Limited Partners holding any series of Preferred Units, no Limited
Partner or Assignee shall have priority over any other Limited Partner or Assignee either as to the
return of Capital Contributions, or as otherwise expressly provided in this Agreement, as to
profits, losses, distributions or credits.


Section 8.5. Rights of Limited Partners Relating to the Partnership




          A. In addition to other rights provided by this Agreement or by the Act, and except as limited
by Section 8.5.B, each Limited Partner shall have the right, for a purpose reasonably
related to such Limited Partner’s interest as a limited partner in the Partnership, upon written
demand with a statement of the purpose of such demand and at the Partnership’s expense:



46









 






	 	(i)	 	to obtain a copy of the most recent annual and quarterly
reports filed with the Securities and Exchange Commission by AMB pursuant to
the Exchange Act, and each communication sent to the stockholders of AMB;
	 
	 	(ii)	 	to obtain a copy of the Partnership’s Federal, state and local
income tax returns for each Partnership Year;
	 
	 	(iii)	 	to obtain a current list of the name and last known business,
residence or mailing address of each Partner;
	 
	 	(iv)	 	to obtain a copy of this Agreement and the Certificate and all
amendments thereto, together with executed copies of all powers of attorney
pursuant to which this Agreement, the Certificate and all amendments thereto
have been executed; and
	 
	 	(v)	 	to obtain true and full information regarding the amount of
cash and a description and statement of any other property or services
contributed by each Partner and which each Partner has agreed to contribute in
the future, and the date on which each became a Partner.





          B. Notwithstanding any other provision of this Section 8.5, the General Partner may
keep confidential from the Limited Partners, for such period of time as the General Partner
determines in its sole and absolute discretion to be reasonable, any information that (i) the
General Partner believes to be in the nature of trade secrets or other information the disclosure
of which the General Partner in good faith believes is not in the best interests of the Partnership
or (ii) the Partnership or the General Partner is required by law or by agreements with
unaffiliated third parties to keep confidential.



ARTICLE 9.

BOOKS, RECORDS, ACCOUNTING AND REPORTS



Section 9.1. Records and Accounting




          The General Partner shall keep or cause to be kept at the principal office of the Partnership
appropriate books and records with respect to the Partnership’s business, including without
limitation, all books and records necessary to provide to the Limited Partners any information,
lists and copies of documents required to be provided pursuant to Section 9.3. Any records
maintained by or on behalf of the Partnership in the regular course of its business may be kept on,
or be in the form of, punch cards, magnetic tape, photographs, micrographics or any other
information storage device; provided, that the records so maintained are convertible into clearly
legible written form within a reasonable period of time. The books of the Partnership shall be
maintained, for financial and tax reporting purposes, on an accrual basis in accordance with
generally accepted accounting principles.


Section 9.2. Fiscal Year




          The fiscal year of the Partnership shall be the calendar year.




47












 




Section 9.3. Reports




          A. (1) As soon as practicable, but in no event later than the earlier to occur of (a) 105 days
after the close of each Partnership Year and (b) five (5) business days following the date on which
AMB files its annual report in respect of a fiscal year on Form 10-K, or such other applicable form
(“Form 10-K”), with the Securities and Exchange Commission (the “Commission”), the
General Partner shall cause to be mailed to each Limited Partner a complete copy of AMB’s audited
financial statements for such fiscal year including a balance sheet, income statement and cash flow
statement for such fiscal year prepared and audited by an independent nationally recognized firm of
certified public accountants in accordance with GAAP and (2) not later than fifteen (15) days after
the date documents are delivered in clause (A)(1) above, the General Partner shall cause to be
mailed to each Limited Partner the consolidating balance sheet, cash flow statement and income
statement of the Operating Partnership for such fiscal year, prepared by AMB; and



          B. (1) As soon as practicable, but in no event later than five (5) business days following the
date on which AMB files its quarterly report in respect of a fiscal quarter on Form 10-Q, or such
other applicable form (“Form 10-Q”), with the Commission, the General Partner shall cause
to be mailed to each Limited Partner a complete copy of AMB’s unaudited quarterly financial
statements for such fiscal quarter including a balance sheet, income statement and cash flow
statement for such fiscal quarter prepared in accordance with GAAP and (2) not later than fifteen
(15) days after the date documents are delivered in clause (B)(1) above, the General Partner shall
cause to be mailed to each Limited Partner the consolidating balance sheet, cash flow statement and
income statement of the Operating Partnership for such fiscal quarter, prepared and certified by
AMB.


Section 9.4. Nondisclosure of Certain Information




          Notwithstanding the provisions of Sections 9.1 and 9.3, the General Partner may keep
confidential from the Limited Partners any information that the General Partner believes to be in
the nature of trade secrets or other information the disclosure of which the General Partner in
good faith believes is not in the best interests of the Partnership or which the Partnership is
required by law or by agreements with unaffiliated third parties to keep confidential.



ARTICLE 10.

TAX MATTERS



Section 10.1. Preparation of Tax Returns




          The General Partner shall arrange for the preparation and timely filing of all returns of
Partnership income, gains, deductions, losses and other items required of the Partnership for
Federal and state income tax purposes and shall use all reasonable efforts to furnish, within
ninety (90) days of the close of each taxable year, the tax information reasonably required by
Limited Partners for Federal and state income tax reporting
purposes. Each Limited Partner shall promptly provide the General Partner with such
information relating to any Contributed Property contributed by such Limited Partner to the
Partnership.



48









 




Section 10.2. Tax Elections




          Except as otherwise provided herein, the General Partner shall, in its sole and absolute
discretion, determine whether to make any available election pursuant to the Code, including the
election under Section 754 of the Code. The General Partner shall have the right to seek to revoke
any such election (including without limitation, any election under Section 754 of the Code) upon
the General Partner’s determination in its sole and absolute discretion that such revocation is the
best interests of the Partners.


Section 10.3. Tax Matters Partner




          A. The General Partner shall be the “tax matters partner” of the Partnership for Federal
income tax purposes. Pursuant to Section 6223(c) of the Code, upon receipt of notice from the IRS
of the beginning of an administrative proceeding with respect to the Partnership, the tax matters
partner shall furnish the IRS with the name, address and profit interest of each of the Limited
Partners and Assignees; provided, however, that such information is provided to the Partnership by
the Limited Partners and Assignees.



          B. The tax matters partner is authorized, but not required:




	 	(i)	 	to enter into any settlement with the IRS with respect to any
administrative or judicial proceedings for the adjustment of Partnership items
required to be taken into account by a Partner for income tax purposes (such
administrative proceedings being referred to as a “tax audit” and such
judicial proceedings being referred to as “judicial review”), and in the
settlement agreement the tax matters partner may expressly state that such
agreement shall bind all Partners, except that such settlement agreement shall
not bind any Partner (a) who (within the time prescribed pursuant to the Code
and Regulations) files a statement with the IRS providing that the tax matters
partner shall not have the authority to enter into a settlement agreement on
behalf of such Partner or (b) who is a “notice partner” (as defined in Section
6231 of the Code) or a member of a “notice group” (as defined in Section
6223(b)(2) of the Code);
	 
	 	(ii)	 	in the event that a notice of a final administrative
adjustment at the Partnership level of any item required to be taken into
account by a Partner for tax purposes (a “final adjustment”) is mailed to the
tax matters partner, to seek judicial review of such final adjustment,
including the filing of a petition for readjustment with the Tax Court or the
United States Claims Court, or the filing of a
complaint for refund with the District Court of the United States for the
district in which the Partnership’s principal place of business is
located;
	 
	 	(iii)	 	to intervene in any action brought by any other Partner for
judicial review of a final adjustment;
	 
	 	(iv)	 	to file a request for an administrative adjustment with the
IRS at any time and, if any part of such request is not allowed by the IRS, to
file an




49









 






	 	 	 	appropriate pleading (petition or complaint) for judicial review with
respect to such request;






	 	(v)	 	to enter into an agreement with the IRS to extend the period
for assessing any tax which is attributable to any item required to be taken
into account by a Partner for tax purposes, or an item affected by such item;
and
	 
	 	(vi)	 	to take any other action on behalf of the Partners of the
Partnership in connection with any tax audit or judicial review proceeding to
the extent permitted by applicable law or regulations.





          The taking of any action and the incurring of any expense by the tax matters partner in
connection with any such proceeding, except to the extent required by law, is a matter in the sole
and absolute discretion of the tax matters partner and the provisions relating to indemnification
of the General Partner set forth in Section 7.7 shall be fully applicable to the tax
matters partner in its capacity as such.



          C. The tax matters partner shall receive no compensation for its services. All third party
costs and expenses incurred by the tax matters partner in performing its duties as such (including
legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to
restrict the Partnership from engaging an accounting firm to assist the tax matters partner in
discharging its duties hereunder, so long as the compensation paid by the Partnership for such
services is reasonable.


Section 10.4. Organizational Expenses




          The Partnership shall elect to deduct expenses, if any, incurred by it in organizing the
Partnership ratably over a sixty (60) month period as provided in Section 709 of the Code.


Section 10.5. Withholding




          Each Limited Partner hereby authorizes the Partnership to withhold from or pay on behalf of or
with respect to such Limited Partner any amount of Federal, state, local, or foreign taxes that the
General Partner determines that the Partnership is required to withhold or pay with respect to any
amount distributable or allocable to such Limited Partner pursuant to this Agreement, including,
without limitation, any taxes required to be withheld or paid by the Partnership pursuant to
Sections 1441, 1442, 1445 or 1446 of
the Code. Any amount paid on behalf of or with respect to a Limited Partner shall constitute
a loan by the Partnership to such Limited Partner, which loan shall be repaid by such Limited
Partner within fifteen (15) days after notice from the General Partner that such payment must be
made unless (i) the Partnership withholds such payment from a distribution which would otherwise be
made to the Limited Partner or (ii) the General Partner determines, in its sole and absolute
discretion, that such payment may be satisfied out of the available funds of the Partnership which
would, but for such payment, be distributed to the Limited Partner. Any amounts withheld pursuant
to the foregoing clauses (i) or (ii) shall be treated as having been distributed to such Limited
Partner. Each Limited Partner hereby unconditionally and irrevocably grants to the Partnership a
security interest in such Limited Partner’s Partnership Interest to secure such Limited Partner’s
obligation to pay to the Partnership any amounts required to be paid pursuant to this Section
10.5. In the event that a Limited Partner fails to pay any amounts owed to the Partnership
pursuant to this



50









 







Section 10.5 when due, the General Partner may, in its sole and absolute
discretion, elect to make the payment to the Partnership on behalf of such defaulting Limited
Partner, and in such event shall be deemed to have loaned such amount to such defaulting Limited
Partner and shall succeed to all rights and remedies of the Partnership as against such defaulting
Limited Partner (including, without limitation, the right to receive distributions and the holding
of a security interest in such Limited Partner’s Partnership Interest). Any amounts payable by a
Limited Partner hereunder shall bear interest at the base rate on corporate loans at large United
States money center commercial banks, as published from time to time in the Wall Street
Journal, plus two percentage points (but not higher than the maximum lawful rate) from the date
such amount is due (i.e., 15 days after demand) until such amount is paid in full. Each
Limited Partner shall take such actions as the Partnership or the General Partner shall request in
order to perfect or enforce the security interest created hereunder.



ARTICLE 11.

TRANSFERS AND WITHDRAWALS



Section 11.1. Transfer




          A. The term “transfer,” when used in this Article 11 with respect to a Partnership
Interest, shall be deemed to refer to a transaction by which the General Partner purports to assign
its General Partner Interest to another Person or by which a Limited Partner purports to assign its
Limited Partnership Interest to another Person, and includes a sale, assignment, gift (outright or
in trust), pledge, encumbrance, hypothecation, mortgage, exchange or any other disposition by law
or otherwise. Except to the extent otherwise specified, the term “transfer” when used in this
Article 11 does not include any exchange for REIT Shares pursuant to Section 23.4.
No part of the interest of a Limited Partner shall be subject to the claims of any creditor, any
spouse for alimony or support, or to legal process, and may not be voluntarily or involuntarily
alienated or encumbered, except as may be specifically provided for in this Agreement.



          B. No Partnership Interest shall be transferred, in whole or in part, except in accordance
with the terms and conditions set forth in this Article 11. Any transfer or purported
transfer of a Partnership Interest not made in accordance with this
Article 11 shall be null and void ab initio unless otherwise consented by the General
Partner in its sole and absolute discretion.


Section 11.2. Transfer of Common Limited Partner’s Partnership Interest




          A. Except as otherwise provided in this Section 11.2.A or Section 11.2.B, no
Common Limited Partner shall withdraw from or transfer all or any portion of its interest in the
Partnership (whether by sale, statutory merger, consolidation, liquidation or otherwise). Any
attempted transfer of a Common Limited Partner Interest contrary to this Section 11.2.A
shall be void ab initio. To the extent the prior sentence does not have the effect of preventing
any such proposed transfer, the transfer shall cause the dissolution of the Partnership.



          B. Notwithstanding Section 11.2.A but subject to the other limitations set forth in
this Agreement, (i) any Class A Common Limited Partner other than the Operating Partnership shall
be permitted to transfer, with the consent of the General Partner (which consent



51









 







may be given or
withheld in the General Partner’s sole and absolute discretion), all or any portion of its
Partnership Interest to the Operating Partnership, and (ii) any Class B Common Limited Partner
shall be permitted to transfer, with the consent of the General Partner (which consent may be given
or withheld in the General Partner’s sole and absolute discretion), all or any portion of its
Partnership Interest.


Section 11.3. Preferred Limited Partners’ and Class B Common Limited Partners’ Rights to
Transfer




          A. Any Preferred Limited Partner may, at any time without the consent of the General Partner,
(i) transfer all or any portion of its Partnership Interest to the General Partner, (ii) transfer
all or any portion of its Partnership Interest to an Affiliate controlled thereby or to an
Immediate Family member, subject to the provisions of Section 11.6, (iii) transfer all or
any portion of its Partnership Interest to a trust for the benefit of a charitable beneficiary or
to a charitable foundation, subject to the provisions of Section 11.6 and (iv) subject to
the provisions of Section 11.6, (a) pledge (a “Pledge”) all or any portion of its
Partnership Interest to a lending institution, which is not an Affiliate of such Preferred Limited
Partner, as collateral or security for a bona fide loan or other extension of credit, or (b)
transfer such pledged Partnership Interest to such lending institution in connection with the
exercise of remedies under such loan or extension of credit. In addition, each Preferred Limited
Partner or Assignee (resulting from a transfer made pursuant to clauses (i)-(iv) of the preceding
sentence) shall have the right to transfer all or any portion of its Partnership Interest, subject
to the provisions of Section 11.6, provided that any transfer of a Partnership Interest
shall be made only to Qualified Transferees.



          It is a condition to any transfer otherwise permitted hereunder that the transferee assumes by
operation of law or express agreement all of the obligations of the transferor Preferred Limited
Partner or Class B Common Limited Partner, as the case may be, under this Agreement with respect to
such transferred Partnership Interest and no
such transfer (other than pursuant to a statutory merger or consolidation wherein all
obligations and liabilities of the transferor Partner are assumed by a successor corporation by
operation of law) shall relieve the transferor Partner of its obligations under this Agreement
without the approval of the General Partner, in its reasonable discretion. Notwithstanding the
foregoing, any transferee of any transferred Partnership Interest shall be subject to any and all
ownership limitations contained in the REIT Charter, which may limit or restrict such transferee’s
ability to exercise its Class B Redemption rights set forth in Section 23.4, and to the
representations set forth in Section 3.4.D. Any transferee, whether or not admitted as a
Substituted Limited Partner, shall take subject to the obligations of the transferor hereunder.
Unless admitted as a Substituted Limited Partner, no transferee, whether by a voluntary transfer,
by operation of law or otherwise, shall have any rights hereunder, other than the rights of an
Assignee as provided in Section 11.5.



          B. If a Preferred Limited Partner or Class B Common Limited Partner is subject to Incapacity,
the executor, administrator, trustee, committee, guardian, conservator, or receiver of such Limited
Partner’s estate shall have all the rights of a Preferred Limited Partner or Class B Common Limited
Partner, as the case may be, but not more rights than those enjoyed by other Preferred Limited
Partners or Class B Common Limited Partner, as the case may be,
for the purpose of settling or
managing the estate, and such power as the Incapacitated Preferred Limited Partner or Incapacitated
Class B Common Limited Partner, as the case may be,



52









 







possessed to transfer all or any part of his or
its interest in the Partnership. The Incapacity of a Limited Partner, in and of itself, shall not
dissolve or terminate the Partnership.



          C. The General Partner may prohibit any transfer otherwise permitted under Section
11.2 or this Section 11.3 if, in the opinion of legal counsel to the Partnership, such
transfer would require the filing of a registration statement under the Securities Act by the
Partnership or would otherwise violate any Federal or state securities laws or regulations
applicable to the Partnership or the Partnership Unit.



          D. No transfer (including any Class B Redemption rights set forth in Section 23.4, or
any other acquisition of Common Units or Preferred Units by the General Partner, AMB or the
Partnership) may be made to any person if (i) in the opinion of legal counsel for the Partnership,
it could result in the Partnership being treated as an association taxable as a corporation or (ii)
absent the consent of the General Partner, which may be given or withheld in its sole and absolute
discretion, such transfer could be treated as effectuated through an “established securities
market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of
Section 7704 of the Code.



          E. No transfer may be made to a lender to the Partnership or any Person who is related (within
the meaning of Section 1.752-4(b) of the Regulations) to any lender to the Partnership whose loan
constitutes a Nonrecourse Liability, without the consent of the General Partner, in its sole and
absolute discretion; provided, that as a condition to such consent, the lender will be required to
enter into an arrangement with the Partnership and the General Partner to redeem or exchange for
the specified amount of REIT Shares and/or Preferred Shares (as the case may be) any Partnership
Units in
which a security interest is held simultaneously with the time at which such lender would be
deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender
under Section 752 of the Code.



          F. No Preferred Limited Partner or Class B Limited Partner may withdraw from the Partnership
except as a result of transfer, Class B Redemption, or exchange of all of its Partnership Units
pursuant hereto.


Section 11.4. Substituted Limited Partners




          A. Any Preferred Limited Partner or Class B Common Limited Partner shall have the right to
substitute a transferee permitted by this Agreement as a Limited Partner in his or her place. The
General Partner shall have the right to consent to the admission of a permitted transferee of the
interest of any other Limited Partner, as a Substituted Limited Partner, pursuant to this
Section 11.4, which consent may be given or withheld by the General Partner in its sole and
absolute discretion. The General Partner’s failure or refusal to permit a transferee of any such
interests to become a Substituted Limited Partner shall not give rise to any cause of action
against the Partnership or any Partner.



          B. A transferee who has been admitted as a Substituted Limited Partner in accordance with this
Article 11 shall have all the rights and powers and be subject to all the restrictions and
liabilities of a Limited Partner under this Agreement. The admission of any transferee as a
Substituted Limited Partner shall be subject to the transferee executing and delivering to the
Partnership an acceptance of all of the terms and conditions of this Agreement



53









 







(including, without
limitation, the provisions of Section 2.4 and such other documents or instruments as may be
required to effect the admission, each in form and substance satisfactory to the General Partner)
and the acknowledgment by such transferee that each of the representations and warranties set forth
in Section 3.4 are true and correct with respect to such transferee as of the date of the
transfer of the Partnership Interest to such transferee and will continue to be true to the extent
required by such representations and warranties.



          C. Upon the admission of a Substituted Limited Partner, the General Partner shall amend
Exhibit A to reflect the name, address, number of Partnership Units, and Percentage
Interest of such Substituted Limited Partner and to eliminate or adjust, if necessary, the name,
address and interest of the predecessor of such Substituted Limited Partner.


Section 11.5. Assignees




          If the General Partner, with respect to a transferee requiring the General Partner’s consent,
does not consent, in its sole and absolute discretion, to the admission of any permitted transferee
under Section 11.3 as a Substituted Limited Partner, as described in Section 11.4,
such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall
be entitled to all the rights of an assignee of a limited partnership interest under the Act,
including the right to receive distributions from the
Partnership and the share of Net Income, Net Losses, gain and loss attributable to the
Partnership Units assigned to such transferee, the rights to transfer the Partnership Units
provided in this Article 11, and the Class B Redemption set forth in Section 23.4 ̧
but shall not be deemed to be a holder of Partnership Units for any other purpose under this
Agreement, and shall not be entitled to effect a Consent with respect to such Partnership Units on
any matter presented to the Limited Partners for approval (such Consent remaining with the
transferor Limited Partner). In the event any such transferee desires to make a further assignment
of any such Partnership Units, such transferee shall be subject to all the provisions of this
Article 11 to the same extent and in the same manner as any Limited Partner desiring to
make an assignment of Partnership Units. Notwithstanding anything contained in this Agreement to
the contrary, as a condition to becoming an Assignee, any prospective Assignee must first execute
and deliver to the Partnership an acknowledgment that each of the representations and warranties
set forth in Section 3.4 hereof are true and correct with respect to such prospective
Assignee as of the date of the prospective assignment of the Partnership Interest to such
prospective Assignee and will continue to be true to the extent required by such representations or
warranties.


Section 11.6. General Provisions




          A. No Limited Partner may withdraw from the Partnership other than as a result of (i) a
transfer of all of such Limited Partner’s Partnership Units as permitted in accordance with this
Article 11 and the transferee(s) of such Units being admitted to the Partnership as a
Substituted Limited Partner(s), or (ii) pursuant to the Class B Redemption pursuant to Section
23.4; provided, further, that in connection with any such redemption or exchange, the
applicable Limited Partner thereafter owns no Partnership Interest.



          B. Any Limited Partner who shall transfer all of such Limited Partner’s Partnership Units in a
transfer permitted pursuant to this Article 11 where such transferee was admitted as a
Substituted Limited Partner or pursuant to the exercise of its rights of Class B



54









 







Redemption
pursuant to Section 23.4, shall cease to be a Limited Partner; provided the Limited Partner
owns no other Partnership Interest.



          C. Transfers pursuant to this Article 11 may only be made effective on the last day of
the month set forth on the written instrument of transfer, unless the General Partner otherwise
agrees.



          D. If any Partnership Interest is transferred, assigned or redeemed during any quarterly
segment of the Partnership’s fiscal year in compliance with the provisions of this Article
11, on any day other than the first day of a Partnership Year, then Net Income, Net Losses,
each item thereof and all other items attributable to such Partnership Interest for such fiscal
year shall be divided and allocated between the transferor Partner and the transferee Partner by
taking into account their varying interests during the fiscal year in accordance with Section
706(d) of the Code, using the interim closing of the books method. Except as otherwise required by
Section 706(d) of the Code or as otherwise specified in this Agreement or as otherwise determined
by the General
Partner (to the extent consistent with Section 706(d) of the Code), solely for purposes of
making such allocations, each of such items for the calendar month in which the transfer,
assignment or redemption occurs shall be allocated among all the Partners and Assignees in a manner
determined by the General Partner in its sole discretion.



          E. In addition to any other restrictions on transfer herein contained, including without
limitation the provisions of this Article 11 and Section 2.6, in no event may any
transfer or assignment of a Partnership Interest by any Partner (including by way of a Class B
Redemption, or any other acquisition of Common Units or Preferred Units by the Partnership, AMB or
the General Partner) be made (i) to any person or entity who lacks the legal right, power or
capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) except with the
consent of the General Partner, which may be given or withheld in its sole and absolute discretion,
of any component portion of a Partnership Interest, such as the Capital Account, or rights to
distributions, separate and apart from all other components of a Partnership Interest; (iv) except
with the consent of the General Partner, which may be given or withheld in its sole and absolute
discretion, if in the opinion of legal counsel to the Partnership such transfer would cause a
termination of the Partnership for Federal or state income tax purposes; (v) if in the opinion of
counsel to the Partnership such transfer could cause the Partnership to cease to be classified as a
partnership for Federal or state income tax purposes; (vi) if such transfer would cause the
Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a
“party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined
in Section 4975(c) of the Code); (vii) if such transfer would, in the opinion of counsel to the
Partnership, cause any portion of the assets of the Partnership to constitute assets of any
employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101; (viii) if
such transfer requires the registration of such Partnership Interest or requires the registration
of the exchange of such Partnership Interests for any capital stock pursuant to any applicable
Federal or state securities laws; (ix) except with the consent of the General Partner, which may be
given or withheld in its sole and absolute discretion, if such transfer could be treated as
effectuated through an “established securities market” or a “secondary market” (or the substantial
equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the
Partnership to become a “Publicly Traded Partnership,” as such term is defined in Sections
469(k)(2) or 7704(b) of the Code; (x) if such transfer subjects the Partnership to be regulated
under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or



55









 







the Employee
Retirement Income Security Act of 1974, each as amended; (xi) if the transferee or assignee of such
Partnership Interest is unable to make the representations set forth in Section 3.4.D or
such transfer could otherwise adversely affect the ability of AMB, in its capacity as the owner of
100% of the equity interests of the General Partner and as the sole general partner of the
Operating Partnership, to remain qualified as a REIT; or (xii) if, except with the consent of the
General Partner, which may be given or withheld in its sole and absolute discretion, such transfer
could subject AMB to any additional taxes under Section 857 or Section 4981 of the Code.



          F. The General Partner shall monitor the transfers of interests in the Partnership (including
any acquisition of Class B Common Units by the Partnership, AMB or the General Partner) to
determine (i) if such interests are being traded on an
“established securities market” or a “secondary market (or the substantial equivalent
thereof)” within the meaning of Section 7704 of the Code and (ii) whether such transfers of
interests would result in the Partnership being unable to qualify for at least one of the “safe
harbors” set forth in Regulations Section 1.7704-1 (or such other applicable guidance subsequently
published by the IRS setting forth safe harbors under which interests will not be treated as
“readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning
of Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall have
authority (but shall not be required to) to take any steps it determines are necessary or
appropriate in its sole and absolute discretion to prevent any trading of interests which could
cause the Partnership to become a “publicly traded partnership,” or any recognition by the
Partnership of such transfers, or to insure that at least one of the Safe Harbors is met.



ARTICLE 12.

ADMISSION OF PARTNERS



Section 12.1. Admission of Successor General Partner




          A successor to all of the General Partner’s General Partner Interest who is proposed to be
admitted as a successor General Partner shall be admitted to the Partnership as the General
Partner, effective upon such transfer. Any such transferee shall carry on the business of the
Partnership without dissolution. In each case, the admission shall be subject to the successor
General Partner executing and delivering to the Partnership an acceptance of all of the terms and
conditions of this Agreement and such other documents or instruments as may be required to effect
the admission. In the case of such admission on any day other than the first day of a Partnership
Year, all items attributable to the General Partner Interest for such Partnership Year shall be
allocated between the transferring General Partner and such successor as provided in Article
11.


Section 12.2. Admission of Additional Limited Partners




          A. A Person who makes a Capital Contribution to the Partnership in accordance with this
Agreement shall be admitted to the Partnership as an Additional Limited Partner only upon
furnishing to the General Partner (i) evidence of acceptance in form satisfactory to the General
Partner of all of the terms and conditions of this Agreement, including, without limitation, the
power of attorney granted in Section 2.4 and (ii) such other



56









 







documents or instruments as
may be required in the discretion of the General Partner in order to effect such Person’s admission
as an Additional Limited Partner.



          B. Notwithstanding anything to the contrary in this Section 12.2, no Person shall be
admitted as an Additional Limited Partner without the consent of the General Partner, which consent
may be given or withheld in the General Partner’s sole and absolute discretion. The admission of
any Person as an Additional Limited Partner shall become effective on the date upon which the name
of such Person is recorded on the books and records of the Partnership, following the receipt of
the Capital Contribution in respect of such Limited Partner, the documents set forth in this
Section 12.2.A and the
consent of the General Partner to such admission. If any Additional Limited Partner is
admitted to the Partnership on any day other than the first day of a Partnership Year, then Net
Income, Net Losses, each item thereof and all other items allocable among Partners and Assignees
for such Partnership Year shall be allocated among such Limited Partner and all other Partners and
Assignees by taking into account their varying interests during the Partnership Year in accordance
with Section 706(d) of the Code, using the interim closing of the books method. Solely for
purposes of making such allocations, each of such items for the calendar month in which an
admission of an Additional Limited Partner occurs shall be allocated among all the Partners and
Assignees, including such Additional Limited Partner, in a manner determined by the General Partner
in its sole discretion.


Section 12.3. Amendment of Agreement and Certificate of Limited Partnership




          For the admission to the Partnership of any Partner, the General Partner shall take all steps
necessary and appropriate under the Act to amend the records of the Partnership and, if necessary,
to prepare as soon as practical an amendment of this Agreement (including an amendment of
Exhibit A) and, if required by law, shall prepare and file an amendment to the Certificate
and may for this purpose exercise the power of attorney granted pursuant to Section 2.4.



ARTICLE 13.

DISSOLUTION AND LIQUIDATION



Section 13.1. Dissolution




          The Partnership shall not be dissolved by the admission of Substituted Limited Partners or
Additional Limited Partners or by the admission of a successor General Partner in accordance with
the terms of this Agreement. Upon the withdrawal of the General Partner, any successor General
Partner (selected as described in Section 13.1.B below) shall continue the business of the
Partnership. The Partnership shall dissolve, and its affairs shall be wound up, upon the first to
occur of any of the following (“Liquidating Events”):



          A. the expiration of its term as provided in Section 2.5;



          B. an event of withdrawal of the General Partner, as defined in the Act, unless, within ninety
(90) days after the withdrawal, all of the remaining Common Limited Partners agree in writing, in
their sole and absolute discretion, to continue the business of the Partnership and to the
appointment, effective as of the date of withdrawal, of a substitute General Partner;



57









 





          C. prior to October 15, 2096, an election to dissolve the Partnership made by the General
Partner with the consent of Limited Partners who hold ninety percent (90%) of the outstanding Units
held by Limited Partners;



          D. subject to the provisions of Section 7.3.C, an election to dissolve the Partnership
made by the General Partner in its sole and absolute discretion;



          E. entry of a decree of judicial dissolution of the Partnership pursuant to the provisions of
the Act;



          F. the sale or disposition of all or substantially all of the assets and properties of the
Partnership; or



          G. a final and non-appealable judgment is entered by a court of competent jurisdiction ruling
that the General Partner is bankrupt or insolvent, or a final and non-appealable order for relief
is entered by a court with appropriate jurisdiction against the General Partner, in each case under
any Federal or state bankruptcy or insolvency laws as now or hereafter in effect, unless prior to
or at the time of the entry of such order or judgment a Majority in Interest of the Limited
Partners remaining consent in writing to continue the business of the Partnership and to the
appointment, effective as of a date prior to the date of such order or judgment, of a substitute
General Partner.


Section 13.2. Winding Up




          A. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the
purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the
claims of its creditors and Partners. No Partner shall take any action that is inconsistent with,
or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs.
The General Partner (or, in the event there is no remaining General Partner, any Person elected by
a Majority in Interest of the Limited Partners (the “Liquidator”)) shall be responsible for
overseeing the winding up and dissolution of the Partnership and shall take full account of the
Partnership’s liabilities and assets and the Partnership property shall be liquidated as promptly
as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to
the extent determined by the General Partner, include equity interests of the General Partner)
shall be applied and distributed in the following order:




	 	(i)	 	First, to the payment and discharge of all of the
Partnership’s debts and liabilities to creditors other than the Partners;
	 
	 	(ii)	 	Second, to the payment and discharge of all of the
Partnership’s debts and liabilities to the General Partner;
	 
	 	(iii)	 	Third, to the payment and discharge of all of the
Partnership’s debts and liabilities to the other Partners; and
	 
	 	(iv)	 	The balance, if any, to the Partners in accordance with their
Capital Account balances determined after giving effect to all contributions
and distributions for all periods, and after taking into account all Capital
Account adjustments for the Partnership taxable year during which the




58









 






	 	 	 	liquidation occurs (other than those made as a result of the liquidating
distribution set forth in this Section 13.2.A(iv)).




The General Partner shall not receive any additional compensation for any services performed
pursuant to this Article 13 other than reimbursement of its expenses as provided in
Section 7.4.




          B. Notwithstanding the provisions of Section 13.2.A which require liquidation of the
assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or
upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all
of the Partnership’s assets would be impractical or would cause undue loss to the Partners, the
Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of
any assets except those necessary to satisfy liabilities of the Partnership (including to those
Partners as creditors) and/or distribute to the Partners, in lieu of cash, as tenants in common and
in accordance with the provisions of Section 13.2.A, undivided interests in such
Partnership assets as the Liquidator deems not suitable for liquidation. Any such distributions in
kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in
kind are in the best interest of the Partners, and shall be subject to such conditions relating to
the disposition and management of such properties as the Liquidator deems reasonable and equitable
and to any agreements governing the operation of such properties at such time. The Liquidator
shall determine the fair market value of any property distributed in kind using such reasonable
method of valuation as it may adopt.



          C. The Partnership shall be terminated when any notes received in connection with any such
sale or disposition referenced in Section 13.1.E above, or in connection with the
liquidation of the Partnership have been paid and all of the cash or property available for
application and distribution under this Agreement have been applied and distributed in accordance
with this Agreement.


Section 13.3. Compliance with Timing Requirements of Regulations




          In the event the Partnership is “liquidated” within the meaning of Regulations Section
1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article 13 to the
General Partner and Limited Partners who have positive Capital Accounts in compliance with
Regulations Section 1.704-1(b)(2)(ii)(b)(2). If any Partner has a deficit balance in his or her
Capital Account (after giving effect to all contributions, distributions and allocations for the
taxable years, including the year during which such liquidation occurs), such Partner shall have no
obligation to make any contribution to the capital of the Partnership with respect to such deficit,
and such deficit shall not be considered a debt owed to the Partnership or to any other Person for
any purpose whatsoever, except to the extent otherwise agreed to by such Partner and the General
Partner. In the discretion of the Liquidator or the General Partner, a pro rata portion of the
distributions that would otherwise be made to the General Partner and Limited Partners pursuant to
this Article 13 may be:



          A. distributed to a trust established for the benefit of the General Partner and Limited Partners
for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and
paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General
Partner arising out of or in connection with the Partnership.
The assets of any such trust shall be distributed to the General Partner and Limited Partners from
time




59











 




to time, in the reasonable discretion of the Liquidator or the General Partner, in the same
proportions and the amount distributed to such trust by the Partnership would otherwise have been
distributed to the General Partner and Limited Partners pursuant to this Agreement; or




          B. withheld to establish any reserves deemed necessary or appropriate for any contingent or
unforeseen liabilities or obligations of the Partnership; and to reflect the unrealized portion of
any installment obligations owed to the Partnership; provided that, such withheld amounts shall be
distributed to the General Partner and Limited Partners as soon as practicable.



Section 13.4. Deemed Distribution and Recontribution




          Notwithstanding any other provision of this Article 13, in the event the Partnership
is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating
Event has occurred, the Partnership’s property shall not be liquidated, the Partnership’s
liabilities shall not be paid or discharged, and the Partnership’s affairs shall not be wound up.
Instead, the Partnership shall be deemed to have distributed the Partnership property in kind to
the General Partner and Limited Partners, who shall be deemed to have assumed and taken such
property subject to all Partnership liabilities, all in accordance with their respective Capital
Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have
recontributed the Partnership property in kind to the Partnership, which shall be deemed to have
assumed and taken such property subject to all such liabilities.



Section 13.5. Rights of Limited Partners




          Except as otherwise provided in this Agreement, each Limited Partner shall look solely to the
assets of the Partnership for the return of his Capital Contribution and shall have no right or
power to demand or receive property from the General Partner. Except as expressly set forth herein
with respect to the rights, priorities and preferences of the Preferred Limited Partners holding
any series of Preferred Units and the Class B Common Limited Partners, no Limited Partner shall
have priority over any other Limited Partner as to the return of his Capital Contributions,
distributions or allocations.



Section 13.6. Notice of Dissolution




          In the event a Liquidating Event occurs or an event occurs that would, but for provisions of
Section 13.1, result in a dissolution of the Partnership, the General Partner shall, within
thirty (30) days thereafter, provide written notice thereof to each of the Partners and to all
other parties with whom the Partnership regularly conducts business (as determined in the
discretion of the General Partner) and shall publish notice thereof in a newspaper of general
circulation in each place in which the Partnership regularly conducts business (as determined in
the discretion of the General Partner).



Section 13.7. Cancellation of Certificate of Limited Partnership




          Upon the completion of the liquidation of the Partnership cash and property as provided in
Section 13.2, the Partnership shall be terminated and the Certificate and all
qualifications of the Partnership as a foreign limited partnership in jurisdictions other than the
State of Delaware shall be canceled and such other actions as may be necessary to terminate the
Partnership shall be taken.







60









 







Section 13.8. Reasonable Time for Winding-Up




          A reasonable time shall be allowed for the orderly winding-up of the business and affairs of
the Partnership and the liquidation of its assets pursuant to Section 13.2, in order to
minimize any losses otherwise attendant upon such winding-up, and the provisions of this Agreement
shall remain in effect between the Partners during the period of liquidation.



Section 13.9. Waiver of Partition




          Each Partner hereby waives any right to partition of the Partnership property.




ARTICLE 14.

AMENDMENT OF PARTNERSHIP AGREEMENT; CONSENTS



Section 14.1. Amendments




          A. The actions requiring consent or approval of the Partners or of the Limited Partners
pursuant to this Agreement, including Section 7.3, or otherwise pursuant to applicable law,
are subject to the procedures in this Article 14.




          B. Amendments to this Agreement requiring the consent or approval of Limited Partners may be
proposed by the General Partner or by Limited Partners holding twenty-five percent (25%) or more of
the Partnership Interests held by Limited Partners entitled to consent to or approve such matter.
Following such proposal, the General Partner shall submit any proposed amendment to the Partners or
to the Limited Partners entitled to consent to or approve such amendment, as applicable. The
General Partner shall seek the written consent or approval of the Partners or the Limited Partners
entitled to consent to or approve the proposed amendment or shall call a meeting to vote thereon
and to transact any other business that it may deem appropriate. For purposes of obtaining a
written consent, the General Partner may require a response within a reasonable specified time, but
not less than fifteen (15) days, and failure to respond in such time period shall constitute a
consent which is consistent with the General Partner’s recommendation (if so recommended); provided
that, an action shall become effective at such time as requisite consents are received even if
prior to such specified time.



Section 14.2. Action by the Partners




          A. Meetings of the Partners may be called by the General Partner and shall be called upon the
receipt by the General Partner of a written request by Limited Partners holding twenty-five percent
(25%) or more of the Partnership Interests held by the Limited Partners that are entitled to vote
on the matters proposed to be voted on at such meeting. The call shall state the nature of the
business to be transacted. Notice of any such meeting shall be given to all Partners not less than
seven days nor more than thirty (30) days prior to the date of such meeting. Partners may vote in
person or by proxy at such meeting. Whenever the vote of the Percentage Interests or Common
Percentage Interests, as the case may be, of the Partners, or the Consent of the Partners or
Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent
may be given at a meeting of Partners or may be given in accordance with the procedure prescribed
in Section 14.1.







61









 








          B. Any action required or permitted to be taken at a meeting of the Partners may be taken
without a meeting if a written consent setting forth the action so taken is signed by the
Percentage Interests or Common Percentage Interests, as the case may be, as is expressly required
by this Agreement for the action in question. Such consent may be in one instrument or in several
instruments, and shall have the same force and effect as a vote of the Percentage Interests or
Common Percentage Interests, as the case may be, of the Partners (expressly required by this
Agreement). Such consent shall be filed with the General Partner. An action so taken shall be
deemed to have been taken at a meeting held on the effective date so certified.




          C. Each Limited Partner may authorize any Person or Persons to act for him by proxy on all
matters in which a Limited Partner is entitled to participate, including waiving notice of any
meeting, or voting or participating at a meeting. Every proxy must be signed by the Limited
Partner or his attorney-in-fact. No proxy shall be valid after the expiration of eleven (11)
months from the date thereof unless otherwise provided in the proxy. Every proxy shall be
revocable at the pleasure of the Limited Partner executing it.




          D. Each meeting of Partners shall be conducted by the General Partner or such other Person as
the General Partner may appoint pursuant to such rules for the conduct of the meeting as the
General Partner or such other Person deems appropriate.




          E. Except as otherwise expressly provided, on matters on which Limited Partners are entitled
to vote, each Limited Partner shall have a vote equal to the number of Partnership Units held.




ARTICLE 15.

GENERAL PROVISIONS



Section 15.1. Addresses and Notice




          Any notice, demand, request or report required or permitted to be given or made to a Partner
or Assignee under this Agreement shall be in writing and shall be deemed given or made when
delivered in person or when sent by certified first class United States mail, nationally recognized
overnight delivery service or facsimile transmission to the Partner or Assignee at the address set
forth in Exhibit A or such other address as the Partners shall notify the General Partner
in writing.



Section 15.2. Titles and Captions




          All article or section titles or captions in this Agreement are for convenience only. They
shall not be deemed part of this Agreement and in no way define, limit, extend or describe the
scope or intent of any provisions hereof. Except as specifically provided otherwise, references to
“Articles” and “Sections” are to Articles and Sections of this Agreement.



Section 15.3. Pronouns and Plurals




          Whenever the context may require, any pronoun used in this Agreement shall include the
corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and
verbs shall include the plural and vice versa.







62









 







Section 15.4. Further Action




          The parties shall execute and deliver all documents, provide all information and take or
refrain from taking action as may be necessary or appropriate to achieve the purposes of this
Agreement.



Section 15.5. Binding Effect




          This Agreement shall be binding upon and inure to the benefit of the parties hereto and their
heirs, executors, administrators, successors, legal representatives and permitted assigns.



Section 15.6. Creditors




          Other than as expressly set forth herein with respect to Indemnitees, none of the provisions
of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the
Partnership.



Section 15.7. Waiver




          No failure or delay by any party to insist upon the strict performance of any covenant, duty,
agreement or condition of this Agreement or to exercise any right or remedy consequent upon any
breach thereof shall constitute waiver of any such breach or any other covenant, duty, agreement or
condition.



Section 15.8. Counterparts




          This Agreement may be executed in counterparts, all of which together shall constitute one
agreement binding on all the parties hereto, notwithstanding that all such parties are not
signatories to the original or the same counterpart. Each party shall become bound by this
Agreement immediately upon affixing its signature hereto.



Section 15.9. Applicable Law




          This Agreement shall be construed in accordance with and governed by the laws of the State of
Delaware, without regard to the principles of conflicts of law.



Section 15.10. Invalidity of Provisions




          If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions contained herein
shall not be affected thereby.



Section 15.11. Entire Agreement




          This Agreement (together with the agreements listed on Exhibit H hereto as to rights
and obligations in respect of the Units held by the Limited Partners who are parties thereto, or
their permitted transferees) contains the entire understanding and agreement among






63









 







the Partners with respect to the subject matter hereof and supersedes any other prior written
or oral understandings or agreements among them with respect thereto.



Section 15.12. No Rights as Stockholders




          Nothing contained in this Agreement shall be construed as conferring upon the holders of
Partnership Units any rights whatsoever as stockholders of the General Partner or AMB including
without limitation any right to receive dividends or other distributions made to stockholders of
the General Partner or AMB or to vote or to consent or to receive notice as stockholders in respect
of any meeting of stockholders for the election of directors of the General Partner or AMB or any
other matter.




ARTICLE 16.

INTENTIONALLY OMITTED




ARTICLE 17.

INTENTIONALLY OMITTED



ARTICLE 18.

INTENTIONALLY OMITTED



ARTICLE 19.

INTENTIONALLY OMITTED



ARTICLE 20.

INTENTIONALLY OMITTED



ARTICLE 21.

INTENTIONALLY OMITTED



ARTICLE 22.

INTENTIONALLY OMITTED



64









 





ARTICLE 23.

CLASS B COMMON UNITS



Section 23.1. Designation




          A series of Partnership Units in the Partnership designated as the Class B Common Units (the
“Class B Common Units”) is hereby established.



Section 23.2. Ranking




          The Class B Common Units shall, with respect to distribution rights and rights upon voluntary
or involuntary liquidation, winding up or dissolution of the Partnership, rank (i) senior to other
Common Units and to all Partnership Units the terms of which provide that such Partnership Units
shall rank junior to the Class B Common Units; and (ii) on parity with all other Partnership
Interests now or hereafter authorized, issued or outstanding expressly designated by the
Partnership to rank on parity with the Class B Common Units with respect to distributions and
rights upon voluntary or involuntary liquidation, winding up or dissolution of the Partnership; and
(iii) junior to all Parity Preferred Units and all Partnership Units which rank senior to the Class
B Common Units.



Section 23.3. Distributions




          A. Payment of Distributions. Subject to the rights of holders of the Parity Preferred
Units as to the payment of distributions (including pursuant to Section 5.1 hereof),
holders of Class B Common Units will be entitled to receive, when, as and if declared by the
Partnership acting through the General Partner, out of Available Cash, cumulative preferential cash
distributions (the “Class B Distributions”) in an amount equal to any dividend or
distribution (a “REIT Dividend”) made by AMB to the holders of REIT Shares. The amount of
any Class B Distribution payable on a Class B Common Unit shall be calculated as if such Class B
Common Unit had been exchanged for a REIT Share pursuant to Section 23.4 immediately prior
to the record day for the payment of such REIT Dividend. Such distributions will be payable on any
date AMB pays a REIT Dividend. Distributions on the Class B Common Units will be made to the
holders of record of the Class B Common Units on the relevant record dates, which record date will
correspond with the record date for the corresponding REIT Dividend. For purposes of clarifying
the relative distribution priority rights of the Class B Common Units and the Parity Preferred
Units, no distributions may be paid with respect to the Class B Common Units prior to the payment
of all distributions accrued with respect to the Parity Preferred Units. Distribution payments
with respect to the Class B Common Units occurring on a different date from the Parity Preferred
Units shall not be deemed to create a priority in favor of the Class B Common Units over the Parity
Preferred Units.




          B. Distributions Cumulative. Notwithstanding the foregoing, distributions on the
Class B Common Units will accrue whether or not the terms and provisions of any agreement of the
Partnership at any time prohibit the current payment of distributions, whether or not the
Partnership has earnings, whether or not there are funds legally available for the payment of such
distributions and whether or not such distributions are authorized. Accrued but unpaid
distributions on the Class B Common Units will accumulate as of date on which they first become
payable.







65









 








          C. Priority as to Distributions. (i) So long as any Class B Common Units are
outstanding, no distribution of cash or other property shall be authorized, declared, paid or set
apart for payment on or with respect to any class or series of Partnership Interest represented by
any Junior Common Units, nor shall any Junior Common Units be redeemed, purchased or otherwise
acquired for any consideration (or any monies be paid to or made available for a sinking fund for
the redemption of any such Junior Common Units) by the Partnership (except by conversion into or
exchange for other Junior Common Units, as the case may be) unless, in each case, full cumulative
distributions have been or contemporaneously are authorized and paid or authorized and a sum
sufficient for the payment thereof set apart for such payment on the Class B Common Units. The
foregoing sentence will not prohibit (a) distributions payable solely in such Junior Common Units,
or (b) the exchange of such Junior Common Units into Partnership Interests of the Partnership
ranking junior to the Class B Common Units as to distributions and upon voluntary and involuntary
liquidation, dissolution or winding up of the Partnership.




          (ii) Notwithstanding anything to the contrary set forth herein, distributions on Partnership
Interests held by either (a) the General Partner, (b) the Operating Partnership or (c) any other
holder of Partnership Interests in the Partnership, in each case ranking junior to or on parity
with the Class B Common Units may be made, without preserving the priority of distributions
described in Sections 23.3.C(i), but only to the extent such distributions are required to
preserve the REIT status of AMB, in its capacity as the owner of 100% of the equity interests of
the General Partner and as the sole general partner of the Operating Partnership, and in the case
of any holder other than the General Partner only to the extent required by the
Agreement; provided, that the Partnership shall not be disproportionately burdened by this
provision relative to the cash flow generated by other assets owned directly or indirectly by AMB.




          D. No Further Rights. Holders of Class B Common Units shall not be entitled to any
distributions, whether payable in cash, other property or otherwise, in excess of the full
cumulative distributions described herein.



Section 23.4. Class B Redemption




          A. On or after the date one year after the Issuance Date with respect to a particular Class B
Common Unit, or on or after such other date as expressly provided in an agreement entered into
between the Partnership and any Class B Common Limited Partner, a Class B Common Limited Partner
shall have the right (subject to the terms and conditions set forth herein and in any other such
agreement, as applicable) to require the Partnership to redeem all or a portion of the Class B
Common Units held by such Class B Common Limited Partner and issued on the Issuance Date (such
Partnership Units being hereafter referred to as “Tendered Units”) in exchange for the Cash
Amount (a “Class B Redemption”); provided, that the terms of such Class B Common Units do
not provide that such Class B Common Units are not entitled to a right of Class B Redemption.
Unless otherwise expressly provided in this Agreement or a separate agreement entered into between
the Partnership and the holders of such Partnership Units, all Class B Common Units shall be
entitled to a right of Class B Redemption hereunder. Any Class B Redemption shall be exercised
pursuant to a Notice of Redemption delivered to the Partnership by the Class B Common Limited
Partner who is exercising the right (the “Tendering Partner”). The Cash Amount shall be
delivered as a certified check payable to the Tendering






66









 







Partner within ten (10) days of the Specified Redemption Date in accordance with the
instructions set forth in the Notice of Redemption.




          B. Notwithstanding Section 23.4.A above, if a Class B Common Limited Partner has
delivered to the Partnership a Notice of Redemption then the Partnership may, in its sole and
absolute discretion (subject to the limitations on ownership and transfer of REIT Shares set forth
in Article IV.E of the REIT Charter), elect to have AMB acquire some or all of the Tendered Units
from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption
Date) and, if the Partnership so elects, the Tendering Partner shall sell the Tendered Units to AMB
in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right
to cause the Partnership to redeem such Tendered Units. The Partnership shall promptly give such
Tendering Partner written notice of its election, and the Tendering Partner may elect to withdraw
its redemption request at any time prior to the acceptance of the Cash Amount or REIT Shares Amount
by such Tendering Partner.




          C. The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly
issued, fully paid and nonassessable REIT Shares and, if applicable, free of any pledge, lien,
encumbrance or restriction, other than those provided in the REIT Charter, the Bylaws of AMB, the
Securities Act, relevant state securities or blue sky laws and any applicable registration rights
agreement with respect to such REIT Shares entered into by the Tendering Partner. The REIT Shares
Amount shall be delivered as set forth in the Notice of Redemption. Notwithstanding any delay in
such delivery (but subject to Section 8.6.E below), the Tendering Partner shall be deemed
the owner of such REIT Shares for all purposes, including without limitation, rights to vote or
consent, and receive dividends, as of the Specified Redemption Date.




          D. Each Class B Common Limited Partner covenants and agrees with the Partnership that all
Tendered Units shall be delivered to the Partnership, in the case of a redemption for a Cash
Amount, or AMB, in the case of an exchange for a REIT Share Amount, free and clear of all liens,
claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or
arise with respect to such Tendered Units, the Partnership or AMB, as the case may be, shall be
under no obligation to acquire the same. Each Class B Common Limited Partner further agrees that,
in the event any state or local property transfer tax is payable as a result of the transfer of its
Tendered Units to the Partnership or AMB (or their designee), such Class B Common Limited Partner
shall assume and pay such transfer tax.




          E. Notwithstanding the provisions of Sections 23.4.A, 23.4.B, 23.4.C or any other
provision of this Agreement, a Class B Common Limited Partner (i) shall not be entitled to effect a
Class B Redemption for cash or an exchange for REIT Shares to the extent the ownership or right to
acquire REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date
would cause such Partner or any other Person, or, in the opinion of counsel selected by AMB, may
cause such Partner or any other Person, to violate the restrictions on ownership and transfer of
REIT Shares set forth in Article IV.E of the REIT Charter and (ii) shall have no rights under this
Agreement to acquire REIT Shares which would otherwise be prohibited under the REIT Charter. To
the extent any attempted Class B Redemption or exchange for REIT Shares would be in violation of
this Section 23.4.E, it shall be null and void ab initio and such Class B Common Limited
Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such
redemption or the REIT Shares otherwise issuable upon such exchange.







67









 








          F. Notwithstanding anything herein to the contrary (but subject to Section 23.4.E
above), with respect to any Class B Redemption or exchange for REIT Shares pursuant to this
Section 23.4:





	 	(i)	 	All Class B Common Units acquired by AMB pursuant thereto shall
automatically, and without further action required, be converted into and
deemed to be Class A Common Units.
	 
	 	(ii)	 	Without the consent of the General Partner, each Class B Common
Limited Partner may not effect a Class B Redemption for less than 10,000
Partnership Units or, if the Class B Common Limited Partner holds less than
10,000 Partnership Units, all of the Class B Common Units held by such Class B
Common Limited Partner.
	 
	 	(iii)	 	Without the consent of the General Partner, each Class B
Common Limited Partner may not effect a Class B Redemption during the period
after the Partnership Record Date with respect to a distribution and before the
record date established by AMB for a distribution to its common stockholders of
some or all of its portion of such distribution.
	 
	 	(iv)	 	The consummation of any Class B Redemption or exchange for REIT
Shares shall be subject to the expiration or termination of the applicable
waiting period, if any, under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended.
	 
	 	(v)	 	Each Tendering Partner shall continue to own all Class B Common
Units subject to any Class B Redemption or exchange for REIT Shares, and be
treated as a Class B Common Limited Partner with respect to such Class B Common
Units for all purposes of this Agreement, until such Class B Common Units are
transferred to AMB and paid for or exchanged as of the Specified Redemption
Date. Until a Specified Redemption Date, the Tendering Partner shall have no
rights as a stockholder of AMB with respect to any exchange of such Tendering
Partner’s Class B Common Units.





          In the event that the Partnership issues additional Partnership Interests to any Additional
Limited Partner pursuant to Section 4.3.B, the General Partner shall make such revisions to
this Section 23.4 as it determines are necessary to reflect the issuance of such additional
Partnership Interests.




ARTICLE 24.

INTENTIONALLY OMITTED




(Signature Pages Follow)








68









 




          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.



	 	 	 	 	 	 	 
	 	 	GENERAL PARTNER:	 	 
	 
	 	 	 	 	 	 
	 	 	AMB PROPERTY HOLDING CORPORATION, a 
Maryland corporation	 	 
	 
	 	 	 	 	 	 
	 
	 	By:	 	/s/ Thomas S. Olinger	 	 
	 
	 	 	 	 

Thomas S. Olinger	 	 
	 
	 	 	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	CLASS A COMMON LIMITED PARTNER:	 	 
	 
	 	 	 	 	 	 
	 	 	AMB PROPERTY, L.P., a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 
	 
	 	By:
	 	AMB Property Corporation,	 	 
	 
	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 
	 
	 	By:	 	/s/ Thomas S. Olinger	 	 
	 
	 	 	 	 

Thomas S. Olinger	 	 
	 
	 	 	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	GENERAL PARTNER OF CLASS A COMMON LIMITED PARTNER:	 	 
	 
	 	 	 	 	 	 
	 	 	AMB PROPERTY CORPORATION,

a Maryland corporation	 	 
	 
	 	 	 	 	 	 
	 
	 	By:	 	/s/ Thomas S. Olinger	 	 
	 
	 	 	 	 

Thomas S. Olinger
	 	 
	 
	 	 	 	Chief Financial Officer	 	 






S-1










 




EXHIBIT A


PARTNERS, CONTRIBUTIONS, AND PARTNERSHIP INTERESTS


I. Common Units



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Agreed Value	 	 	 	 	 	 	 	 	 	 	Percentage	 	 	Common	 
	 	 	Contribution	 	 	Cash	 	 	of Contributed	 	 	Total	 	 	Partnership	 	 	Interest in	 	 	Percentage	 
	Name of Partner	 	Date	 	 	Contributions	 	 	Property	 	 	Contributions	 	 	Units	 	 	Class	 	 	Interest	 
	Class A Common Units
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	General Partner:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	AMB Property Holding Corporation
	 	 	11/26/97	 	 	 	—	 	 	$	3,626,023	 	 	$	3,626,023	 	 	 	172,668	 	 	 	—	 	 	 	—	 
	AMB Property Holding Corporation
	 	 	12/31/01	 	 	 	—	 	 	$ 	(3,626,023	)	 	$	(3,626,023	)	 	 	(172,668	)	 	 	—	 	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas AMB I, LLC
	 	 	12/31/01	 	 	 	—	 	 	$	3,626,023	 	 	$	3,626,023	 	 	 	172,668	 	 	 	—	 	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texas AMB I, LLC
	 	 	1/1/08	 	 	 	—	 	 	$	(3,626,023	)	 	$	(3,626,023	)	 	 	(172,668	)	 	 	—	 	 	 	—	 
	AMB Property Holding Corporation
	 	 	1/1/08	 	 	 	—	 	 	$	3,626,023	 	 	$	3,626,023	 	 	 	172,668	 	 	 	.85427	%	 	 	.80419	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Limited Partners:
	 	 	11/26/97	 	 	 	—	 	 	$	358,976,301	 	 	$	358,976,301	 	 		17,094,110	 	 			 	 	 		 
	AMB Property, L.P.
	 	 	06/30/98	 	 	 	—	 	 	$	1,161,489	 	 	$	1,161,489	 	 		47,602	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	AMB Property, L.P.
	 	 	7/20/05	 	 	 	—	 	 	$	544,704	 	 	$	544,704	 	 		17,670	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	AMB Property, L.P.
	 	 	11/10/09	 	 	 	—	 	 	$	67,801,815	†	 	$	67,801,815	 	 	 	2,880,281	 	 	 	99.14573	%	 	 	93.33344	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Class A Common Units
	 	 	 	 	 	 	—	 	 	$	432,110,332	 	 	$	432,110,332	 	 	 	20,212,331	 	 	 	100.0000	%	 	 	94.13763	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Class B Common Units
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fred Shepherd, LLC
	 	 	11/14/03	 	 	 	—	 	 	$	2,307,918	 	 	$	2,307,918	 	 	 	74,868	 	 	 	—	 	 	 	—	 
	Fred Shepherd, LLC
	 	 	11/14/03	 	 	 	—	 	 	$	(2,307,918	)	 	$	(2,307,918	)	 	 	(74,868	)	 	 	—	 	 	 	—	 
	East Grand
Business Center Partnership, L.P.
	 	 	11/14/03	 	 	 	—	 	 	$	2,178,817	 	 	$	2,178,817	 	 	 	70,680	 	 	 	—	 	 	 	—	 
	East Grand
Business Center Partnership, L.P.
	 	 	11/14/03	 	 	 	—	 	 	$	(2,178,817	)	 	$	(2,178,817	)	 	 	(70,680	)	 	 	—	 	 	 	—	 
	Paul Shepherd
	 	 	11/14/03	 	 	 	—	 	 	$	1,314,010	 	 	$	1,314,010	 	 	 	42,626	 	 	 	3.38647	%	 	 	.19852	%
	Virginia Shepherd (Trust)
	 	 	11/14/03	 	 	 	—	 	 	$	544,704	 	 	$	544,704	 	 	 	17,670	 	 	 	—	 	 	 	—	 
	John French
	 	 	11/14/03	 	 	 	—	 	 	$	1,858,715	 	 	$	1,858,715	 	 	 	60,296	 	 	 	4.79029	%	 	 	.28082	%
	Jack Woodruff (Trust)
	 	 	11/14/03	 	 	 	—	 	 	$	769,306	 	 	$	769,306	 	 	 	24,956	 	 	 	1.98266	%	 	 	.11623	%
	Virginia Shepherd (Trust)
	 	 	7/20/05	 	 	 	—	 	 	$	(544,704	)	 	$	(544,704	)	 	 	(17,670	)	 	 	—	 	 	 	—	 
	J.A. Green Development Corp.
	 	 	11/01/06	 	 	 	—	 	 	$	31,117,860	 	 	$	31,117,860	 	 	 	552,515	 	 	 	43.89523	%	 	 	2.57330	%
	JAGI, Inc.
	 	 	11/01/06	 	 	 	—	 	 	$	32,571,170	 	 	$	32,571,170	 	 	 	578,320	 	 	 	45.94534	%	 	 	2.69348	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Class B Common Units
	 	 	 	 	 	 	—	 	 	$	67,631,061	 	 	$	67,631,061	 	 	 	1,258,713	 	 	 	100.0000	%	 	 	5.86237	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Combined Common Units
	 	 	 	 	 	 	—	 	 	$	499,741,393	 	 	$	499,741,393	 	 	 	21,471,044	 	 	 	100.0000	%	 	 	100.0000	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



			
	†	 	The amount of this Capital
Contribution reflects the Gross Asset Value, as defined in Section 1.1 of the Agreement, of the Series D
Preferred Units contributed to the Partnership.



A-1







 




EXHIBIT A


PARTNERS, CONTRIBUTIONS, AND PARTNERSHIP INTERESTS


II. Series C Preferred Units



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Agreed Value of	 	 	 	 	 	 	Series C	 	 	 	 
	 	 	Contribution	 	 	Cash	 	 	Contributed	 	 	Total	 	 	Partnership	 	 	Percentage	 
	Name of Partner	 	Date	 	 	Contributions	 	 	Property	 	 	Contributions	 	 	Units	 	 	Interest	 
	Limited Partner:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Belcrest Realty Corporation
	 	 	11/24/98	 	 	$	24,000,000	 	 	 	—	 	 	$	24,000,000	 	 	 	480,000	 	 	 	21.81818	%
	Belair Real Estate Corporation
	 	 	11/24/98	 	 	$	86,000,000	 	 	 	—	 	 	$	86,000,000	 	 	 	1,720,000	 	 	 	78.18182	%
	Belcrest Realty Corporation
	 	 	2/23/99	 	 	$	19,050,000	 	 	 	—	 	 	$	19,050,000	 	 	 	381,000	 	 	 	17.31818	%
	Belair Real Estate Corporation
	 	 	2/23/99	 	 	$	(19,050,000	)	 	 	—	 	 	$	(19,050,000	)	 	 	(381,000	)	 	 	(17.31818	%)
	Belcrest Realty Corporation
	 	 	4/29/99	 	 	$	11,950,000	 	 	 	—	 	 	$	11,950,000	 	 	 	239,000	 	 	 	10.86364	%
	Belair Real Estate Corporation
	 	 	4/29/99	 	 	$	(11,950,000	)	 	 	—	 	 	$	(11,950,000	)	 	 	(239,000	)	 	 	(10.86364	%)
	Argosy Realty Corporation
	 	 	7/9/99	 	 	$	1,625,300	 	 	 	—	 	 	$	1,625,300	 	 	 	32,506	 	 	 	1.47755	%
	Belmar Realty Corporation
	 	 	7/9/99	 	 	$	1,625,300	 	 	 	—	 	 	$	1,625,300	 	 	 	32,506	 	 	 	1.47755	%
	Belport Realty Corporation
	 	 	7/9/99	 	 	$	1,625,300	 	 	 	—	 	 	$	1,625,300	 	 	 	32,506	 	 	 	1.47755	%
	Belrieve Realty Corporation
	 	 	7/9/99	 	 	$	1,625,300	 	 	 	—	 	 	$	1,625,300	 	 	 	32,506	 	 	 	1.47755	%
	Belair Real Estate Corporation
	 	 	7/9/99	 	 	$	(6,501,200	)	 	 	—	 	 	$	(6,501,200	)	 	 	(130,024	)	 	 	(5.91018	%)
	Belcrest Realty Corporation
	 	 	7/28/99	 	 	$	15,000,000	 	 	 	—	 	 	$	15,000,000	 	 	 	300,000	 	 	 	13.63636	%
	Belair Real Estate Corporation
	 	 	7/28/99	 	 	$	(15,000,000	)	 	 	—	 	 	$	(15,000,000	)	 	 	(300,000	)	 	 	(13.63636	%)
	Belmar Realty Corporation
	 	 	3/17/00	 	 	$	(1,625,300	)	 	 	—	 	 	$	(1,625,300	)	 	 	(32,506	)	 	 	(1.47755	%)
	Belcrest Realty Corporation
	 	 	3/17/00	 	 	$	(12,500,000	)	 	 	—	 	 	$	(12,500,000	)	 	 	(250,000	)	 	 	(11.36364	%)
	Belair Real Estate Corporation
	 	 	3/17/00	 	 	$	14,125,300	 	 	 	—	 	 	$	14,125,300	 	 	 	282,506	 	 	 	12.84118	%
	Belair Real Estate Corporation
	 	 	12/19/00	 	 	$	1,625,300	 	 	 	—	 	 	$	1,625,300	 	 	 	32,506	 	 	 	1.47755	%
	Altavera Realty Corporation,formerly
known as Belrieve Realty
	 	 	12/19/00	 	 	$	(1,625,300	)	 	 	—	 	 	$	(1,625,300	)	 	 	(32,506	)	 	 	(1.47755	%)
	Corporation
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Belport Realty Corporation
	 	 	3/14/01	 	 	$	(1,625,300	)	 	 	—	 	 	$	(1,625,300	)	 	 	(32,506	)	 	 	(1.47755	%)
	Belair Real Estate Corporation
	 	 	3/14/01	 	 	$	1,625,300	 	 	 	—	 	 	$	1,625,300	 	 	 	32,506	 	 	 	1.47755	%
	Argosy Realty Corporation
	 	 	12/5/01	 	 	$	(1,625,300	)	 	 	—	 	 	$	(1,625,300	)	 	 	(32,506	)	 	 	(1.47755	%)
	Belair Real Estate Corporation
	 	 	12/5/01	 	 	$	(50,874,700	)	 	 	—	 	 	$	(50,874,700	)	 	 	(1,017,494	)	 	 	(46.24972	%)
	Belcrest Realty Corporation
	 	 	12/5/01	 	 	$	(57,500,000	)	 	 	—	 	 	$	(57,500,000	)	 	 	(1,150,000	)	 	 	(52.27272	%)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Series C Preferred Units
	 	 	 	 	 	 	0	 	 	 	—	 	 	 	0	 	 	 	0	 	 	 	000.0000	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





III. Series D Preferred Units



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Agreed Value of	 	 	 	 	 	 	Series D	 	 	 	 
	 	 	Contribution	 	 	Cash	 	 	Contributed	 	 	Total	 	 	Partnership	 	 	Percentage	 
	Name of Partner	 	Date	 	 	Contributions	 	 	Property	 	 	Contributions	 	 	Units	 	 	Interest	 
	Limited Partner:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	J.P. Morgan Mosaic Fund, LLC
	 	 	5/5/99	 	 	$	79,766,850	 	 	 	—	 	 	$	79,766,850	 	 	 	1,595,337	 	 	 	100.0000	%
	J.P. Morgan Mosaic Fund, LLC
	 	 	12/31/01	 	 	$	(79,766,850	)	 	 	—	 	 	$	(79,766,850	)	 	 	(1,595,337	)	 	 	(100.0000	%)
	JPM Mosaic I REIT, Inc.
	 	 	12/31/01	 	 	$	79,766,850	 	 	 	—	 	 	$	79,766,850	 	 	 	1,595,337	 	 	 	100.0000	%
	JPM Mosaic I REIT, Inc.
	 	 	1/29/07	 	 	$	(79,766,850	)	 	 	—	 	 	$	(79,766,850	)	 	 	(1,595,337	)	 	 	(100.0000	%)
	JP Morgan Securities, Inc.
	 	 	1/29/07	 	 	$	79,766,850	 	 	 	—	 	 	$	79,766,850	 	 	 	1,595,337	 	 	 	100.0000	%
	JP Morgan Securities, Inc.
	 	 	11/10/09	 	 	$	(79,766,850	)	 	 	—	 	 	$	(79,766,850	)	 	 	(1,595,337	)	 	 	(100.0000	%)
	AMB Property Corporation
	 	 	11/10/09	 	 	$	79,766,850	 	 	 	—	 	 	$	79,766,850	 	 	 	1,595,337	 	 	 	100.0000	%
	AMB Property Corporation
	 	 	11/10/09	 	 	$	(79,766,850	)	 	 	—	 	 	$	(79,766,850	)	 	 	(1,595,337	)	 	 	(100.0000	%)
	AMB Property, L.P.
	 	 	11/10/09	 	 	$	79,766,850	‡	 	 	—	 	 	$	79,766,850	 	 	 	1,595,337	 	 	 	100.0000	%
	AMB Property, L.P.
	 	 	11/10/09	 	 	$	(79,766,850	)	 	 	—	 	 	$	(79,766,850	)	 	 	(1,595,337	)	 	 	(100.0000	%)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Series D Preferred Units
	 	 	 	 	 	 	0	 	 	 	—	 	 	 	0	 	 	 	0	 	 	 	000.0000	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







 



			
	‡	 	Contributed to the Partnership for Class A Common Units.






A-2











 





IV. Series E Preferred Units




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Agreed Value of	 	 	 	 	 	 	Series E	 	 	 	 
	 	 	Contribution	 	 	Cash	 	 	Contributed	 	 	Total	 	 	Partnership	 	 	Percentage	 
	Name of Partner	 	Date	 	 	Contributions	 	 	Property	 	 	Contributions	 	 	Units	 	 	Interest	 
	Limited Partner:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fifth Third Equity Exchange Fund 1999, LLC
	 	 	8/31/99	 	 	$	11,022,000	 	 	 	—	 	 	$	11,022,000	 	 	 	220,440	 	 	 	100.0000	%
	Fifth Third Equity Exchange Fund 1999, LLC
	 	 	6/30/06	 	 	$	(11,022,000	)	 	 	—	 	 	$	(11,022,000	)	 	 	(220,440	)	 	 	(100.0000	%)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Series E Preferred Units
	 	 	 	 	 	 	0	 	 	 	—	 	 	 	0	 	 	 	0	 	 	 	000.0000	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






V. Series F Preferred Units




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Agreed Value of	 	 	 	 	 	 	 	 	 	 
	 	 	Contribution	 	 	Cash	 	 	Contributed	 	 	Total	 	 	Series F	 	 	Percentage	 
	Name of Partner	 	Date	 	 	Contributions	 	 	Property	 	 	Contributions	 	 	Partnership Units	 	 	Interest	 
	Limited Partner:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bailard, Biehl & Kaiser Technology Exchange Fund, LLC
	 	 	3/22/00	 	 	$	19,871,950	 	 	 	—	 	 	$	19,871,950	 	 	 	397,439	 	 	 	100.0000	%
	Bailard, Biehl & Kaiser Technology Exchange Fund, LLC
	 	 	7/31/02	 	 	$	(6,500,000	)	 	 	—	 	 	$	(6,500,000	)	 	 	(130,000	)	 	 	(32.70942	%)
	Bailard, Biehl & Kaiser Technology Exchange Fund, LLC
	 	 	7/14/03	 	 	$	(3,300,000	)	 	 	—	 	 	$	(3,300,000	)	 	 	(66,300	)	 	 	(16.60632	%)
	Bailard Technology Exchange Fund, LLC (formerly
Bailard, Biehl & Kaiser Technology Exchange Fund,
LLC)
	 	 	9/21/06	 	 	$	(10,071,950	)	 	 	—	 	 	$	(10,071,950	)	 	 	(201,139	)	 	 	(50.60877	%)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Series F Preferred Units
	 	 	 	 	 	 	0	 	 	 	—	 	 	 	0	 	 	 	0	 	 	 	000.0000	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






VI. Series G Preferred Units




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Agreed Value of	 	 	 	 	 	 	Series G	 	 	 	 
	 	 	Contribution	 	 	Cash	 	 	Contributed	 	 	Total	 	 	Partnership	 	 	Percentage	 
	Name of Partner	 	Date	 	 	Contributions	 	 	Property	 	 	Contributions	 	 	Units	 	 	Interest	 
	Limited Partner:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bailard, Biehl & Kaiser Technology Exchange Fund, LLC
	 	 	8/29/00	 	 	$	1,000,000	 	 	 	—	 	 	$	1,000,000	 	 	 	20,000	 	 	 	100.0000	%
	Bailard, Biehl & Kaiser Technology Exchange Fund, LLC
	 	 	7/31/02	 	 	$	(1,000,000	)	 	 	—	 	 	$	(1,000,000	)	 	 	(20,000	)	 	 	(100.0000	%)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Series G Preferred Units
	 	 	 	 	 	 	0	 	 	 	—	 	 	 	0	 	 	 	0	 	 	 	000.0000	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






VII. Series H Preferred Units




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Agreed Value of	 	 	 	 	 	 	Series H	 	 	 	 
	 	 	Contribution	 	 	Cash	 	 	Contributed	 	 	Total	 	 	Partnership	 	 	Percentage	 
	Name of Partner	 	Date	 	 	Contributions	 	 	Property	 	 	Contributions	 	 	Units	 	 	Interest	 
	Limited Partner:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	J.P. Morgan Mosaic Fund IV, LLC
	 	 	9/1/00	 	 	$	42,000,000	 	 	 	—	 	 	$	42,000,000	 	 	 	840,000	 	 	 	100.0000	%
	J.P. Morgan Mosaic Fund IV, LLC
	 	 	12/31/01	 	 	$	(42,000,000	)	 	 	—	 	 	$	(42,000,000	)	 	 	(840,000	)	 	 	(100.0000	%)
	JPM Mosaic IV REIT, Inc.
	 	 	12/31/01	 	 	$	42,000,000	 	 	 	—	 	 	$	42,000,000	 	 	 	840,000	 	 	 	100.0000	%
	JPM Mosaic IV REIT, Inc.
	 	 	3/21/06	 	 	$	(42,000,000	)	 	 	—	 	 	$	(42,000,000	)	 	 	(840,000	)	 	 	(100.0000	%)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Total Series H Preferred Units
	 	 	 	 	 	 	0	 	 	 	—	 	 	 	0	 	 	 	0	 	 	 	000.0000	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






A-2









 






VIII. Series I Preferred Units




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Agreed Value of	 	 	 	 	 	 	Series I	 	 	 	 
	 	 	Contribution	 	 	Cash	 	 	Contributed	 	 	Total	 	 	Partnership	 	 	Percentage	 
	Name of Partner	 	Date	 	 	Contributions	 	 	Property	 	 	Contributions	 	 	Units	 	 	Interest	 
	Limited Partner:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	J.P. Morgan Chase Mosaic Fund V, LLC
	 	 	3/21/01	 	 	$	25,500,000	 	 	 	—	 	 	$	25,500,000	 	 	 	510,000	 	 	 	100.0000	%
	J.P. Morgan Chase Mosaic Fund V, LLC
	 	 	12/31/01	 	 	$	(25,500,000	)	 	 	—	 	 	$	(25,500,000	)	 	 	(510,000	)	 	 	(100.0000	%)
	JPM Mosaic V REIT, Inc.
	 	 	12/31/01	 	 	$	25,500,000	 	 	 	—	 	 	$	25,500,000	 	 	 	510,000	 	 	 	100.0000	%
	JPM Mosaic V REIT, Inc.
	 	 	4/17/07	 	 	$	(25,500,000	)	 	 	—	 	 	$	(25,500,000	)	 	 	(510,000	)	 	 	(100.0000	%)
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Series I Preferred Units
	 	 	 	 	 	 	0	 	 	 	—	 	 	 	0	 	 	 	0	 	 	 	000.0000	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






IX. Series N Preferred Units




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Agreed Value of	 	 	 	 	 	 	Series N	 	 	 	 
	 	 	Contribution	 	 	Cash	 	 	Contributed	 	 	Total	 	 	Partnership	 	 	Percentage	 
	Name of Partner	 	Date	 	 	Contributions	 	 	Property	 	 	Contributions	 	 	Units	 	 	Interest	 
	Limited Partner:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Robert Pattillo Properties, Inc.
	 	 	9/24/04	 	 	 	—	 	 	$	36,479,100	 	 	$	36,479,100	 	 	 	729,582	 	 	 	100.0000	%
	Robert Pattillo Properties, Inc.
	 	 	1/27/06	 	 	 	—	 	 	$	(36,479,100	)	 	$	(36,479,100	)	 	 	(729,582	)	 	 	100.0000	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Series N Preferred Units
	 	 	 	 	 	 	—	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	000.0000	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total All Series of Preferred Units
	 	 	 	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	000.0000	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 











A-2









 








EXHIBIT B




NOTICE OF REDEMPTION



     The undersigned hereby irrevocably (i) exchanges                      Limited Partnership Units in AMB
Property II, L.P. in accordance with the terms of the Fifteenth Amended and Restated Agreement of
Limited Partnership of AMB Property II, L.P. dated as of
February 19, 2010 and the rights of
                     Redemption referred to therein, (ii) surrenders such Limited Partnership Units and
all right, title and interest therein and (iii) directs that the cash (or, if applicable, Preferred
Stock or Common Stock) deliverable upon                      Redemption or exchange be delivered to the
address specified below, and if applicable, that such Preferred Stock or Common Stock be registered
or placed in the name(s) and at the address(es) specified below.



	 	 	 	 	 	 
	 	 	 
	Dated:  	 	 	 
	 	Name of Limited Partner: 	 	 
	 	 	 	 
	 
	 	 	 
	 	  	 	
 	 
	 	 	 	(Signature of Limited Partner) 	 
	 	 	 	 
	 	  	 	
 	 
	 	 	 	(Street Address) 	 
	 	 	 	 
	 	  	 	
 	 
	 	 	 	(City) (State) (Zip Code) 	 
	 	 	 	 
	 
	 	 	 	Signature Guaranteed by:

 	 
	 	  	 	 	 
	 	 	 	 
	 	 	 	 
	 


Issue Shares in the name of:



Please insert social security or identifying number:



Address (if different than above):









B-1









 








EXHIBIT C




CONSTRUCTIVE OWNERSHIP DEFINITION



          The term “Constructively Owns” means ownership determined through the application
of the constructive ownership rules of Section 318 of the Code, as modified by Section 856(d)(5) of
the Code. Generally, these rules provide the following:





     a. an individual is considered as owning the Ownership Interest that is owned, actually or
constructively, by or for his spouse, his children, his grandchildren, and his parents;



     b. an Ownership Interest that is owned, actually or constructively, by or for a partnership,
limited liability company or estate is considered as owned proportionately by its partners, members
or beneficiaries;



     c. an Ownership Interest that is owned, actually or constructively, by or for a trust is
considered as owned by its beneficiaries in proportion to the actuarial interest of such
beneficiaries (provided, however, that in the case of a “grantor trust” the Ownership Interest will
be considered as owned by the grantors);



     d. if ten percent (10%) or more in value of the stock in a corporation is owned, actually or
constructively, by or for any person, such person shall be considered as owning the Ownership
Interest that is owned, actually or constructively, by or for such corporation in that proportion
which the value of the stock which such person so owns bears to the value of all the stock in such
corporation;



     e. an Ownership Interest that is owned, actually or constructively, by or for a partner or
member which actually or constructively owns a 25% or greater capital interest or profits interest
in a partnership or limited liability company, or by or for a beneficiary of an estate or trust,
shall be considered as owned by the partnership, limited liability company, estate, or trust (or,
in the case of a grantor trust, the grantors);



     f. if ten percent (10%) or more in value of the stock in a corporation is owned, actually or
constructively, by or for any person, such corporation shall be considered as owning the Ownership
Interest that is owned, actually or constructively, by or for such person;



     g. if any person has an option to acquire an Ownership Interest (including an option to
acquire an option or any one of a series of such options), such Ownership Interest shall be
considered as owned by such person;



     h. an Ownership Interest that is constructively owned by a person by reason of the application
of the rules described in paragraphs (a) through (g) above shall, for purposes of applying
paragraphs (a) through (g), be considered as actually owned by such person provided, however, that
(i) an Ownership Interest constructively owned by an individual by reason of paragraph (a) shall
not be considered as owned by him for purposes of again applying paragraph (a) in order to make
another the constructive owner of such Ownership Interest, (ii) an Ownership Interest
constructively owned by a partnership, estate, trust, or corporation by reason of the application
of paragraphs (e) or (f) shall not be considered as owned by it for purposes of applying paragraphs
(b), (c), or (d) in order to make another the constructive owner of such Ownership Interest, (iii)
if an Ownership Interest may be considered as owned by an individual under paragraphs (a) or (g),
it shall be considered as owned by him under paragraph (g) and (iv) for purposes of the above
described rules, an S corporation shall be treated as a partnership and any stockholder of the S
corporation shall be treated as a partner of such partnership except that this rule shall not apply
for purposes of determining whether stock in the S corporation is constructively owned by any
person.



     i. For purposes of the above summary of the constructive ownership rules, the term
“Ownership Interest” means the ownership of stock with respect to a corporation and, with
respect to any other type of entity, the ownership of an interest in either its assets or net
profits.








C-1









 








EXHIBIT D-1




FORM OF PARTNERSHIP UNIT CERTIFICATE



CERTIFICATE FOR PARTNERSHIP UNITS OF



AMB PROPERTY II, L.P.



			
	No.                                         
	 	                                         UNITS






          AMB Property Holding Corporation as the General Partner of AMB Property II, L.P., a Delaware
limited partnership (the “Operating Partnership”), hereby certifies that                                         
is a Limited Partner of the Operating Partnership whose
Partnership Interests therein, as set forth in the Fifteenth Amended and Restated Agreement of
Limited Partnership of AMB Property II, L.P., dated as of
February 19, 2010 (as it may be amended,
modified or supplemented from time to time in accordance with its terms, (the “Partnership
Agreement”), under which the Operating Partnership is existing and as filed in the office of
the Delaware [State Department of Assessments and Taxation] (copies of which are on file at the
Operating Partnership’s principal office at                                                             , represent     
                
units of limited partnership interest in the Operating Partnership (the “Partnership
Units”).




     THE PARTNERSHIP UNITS REPRESENTED BY THIS CERTIFICATE OR INSTRUMENT MAY NOT BE TRANSFERRED,
SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE,
ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE
PARTNERSHIP AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE OPERATING PARTNERSHIP). EXCEPT AS
OTHERWISE PROVIDED IN THE PARTNERSHIP AGREEMENT, NO TRANSFER, SALE, ASSIGNMENT, PLEDGE,
HYPOTHECATION OR OTHER DISPOSITION OF THE PARTNERSHIP UNITS REPRESENTED BY THIS CERTIFICATE MAY BE
MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “ACT”), OR (B) IF THE OPERATING PARTNERSHIP HAS BEEN FURNISHED WITH A
SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE PARTNERSHIP UNITS REPRESENTED BY THIS
CERTIFICATE THAT SUCH TRANSFER, SALE ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS
EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS IN EFFECT
THEREUNDER.


DATED:                                        , 20                    .




	 	 	 	 	 	 
	 	 	 	AMB PROPERTY HOLDING CORPORATION



General Partner of

AMB Property II, L.P.




	ATTEST: 
	By: 	 	 	By:  	 	 	 
	 	 	 	 
	 	 	 	 
	 








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EXHIBIT E




SCHEDULE OF PARTNERS’ OWNERSHIP



WITH RESPECT TO TENANTS



None









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EXHIBIT F




SCHEDULE OF REIT SHARES



ACTUALLY OR CONSTRUCTIVELY OWNED BY 25% LIMITED PARTNERS



OTHER THAN THOSE ACQUIRED PURSUANT TO AN EXCHANGE



None









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EXHIBIT G




SCHEDULE OF CERTAIN AGREEMENTS RELATING TO



PROPERTIES WITH RESTRICTIONS ON DISPOSITION



PURSUANT TO SECTION 7.3.F




	1.	 	APLP II Contribution Agreement dated as of May 21, 1998, by and between Hayes Realty Company,
an Illinois general partnership and AMB Property II, L.P., a Delaware limited partnership.
	 
	2.	 	AMB II Partnership Contribution and Exchange Agreement dated as of                     , 2003, by and
between                                          and AMB Property II, L.P., a Delaware limited partnership.










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EXHIBIT H




SCHEDULE OF CERTAIN AGREEMENTS CONTAINING



LIMITATIONS ON GENERAL PARTNERS GENERAL AUTHORITY




	1.	 	APLP II Contribution Agreement dated as of May 21, 1998, by and between Hayes Realty Company,
an Illinois general partnership and AMB Property II, L.P., a Delaware limited partnership.
	 
	2.	 	AMB II Partnership Contribution and Exchange Agreement dated as of                     , 2003, by and
between                                          and AMB Property II, L.P., a Delaware limited partnership.










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EXHIBIT I




RESTRICTIONS ON OWNERSHIP AND TRANSFER TO PRESERVE TAX BENEFIT



     (a) Definitions. for the purposes of this Exhibit I, the
following terms shall have the following meanings:




     “Charitable Beneficiary” shall mean one or more beneficiaries of a
Trust, as determined pursuant to subsection (c)(vi), each of which shall be an
organization described in Sections 170(b)(1)(A), 170(c)(2) and 501(c)(3) of the
Code.




     “Code” shall mean the Internal Revenue Code of 1986, as amended.




     “Constructive Ownership” shall mean ownership of Partnership Units by a
Person who is or would be treated as an owner of such Partnership Units either
actually or constructively through the application of Section 318 of the Code, as
modified by Section 856(d)(5) of the Code. The terms “Constructive Owner,”
“Constructively Owns” and “Constructively Owned” shall have the correlative
meanings.




     “Exempted Person” shall mean any Person exempted from time to time by
the General Partner in its sole and absolute discretion. The Operating Partnership
shall be considered an Exempted Person.




     “Market Price” shall mean the market price of the Partnership Units on
the relevant date as determined in good faith by the General Partner; provided,
however, if AMB has outstanding shares of capital stock which correspond to such
Partnership Units, the Market Price of each such Partnership Unit shall be equal to
the Value of a share of such capital stock, subject to adjustment if the right to
exchange such Partnership Units for such stock is other than one to one.




     “Ownership Limit” shall mean 24.9% of the capital or profits interests
of the Partnership.




     “Person” shall mean an individual, corporation, partnership, limited
liability company, estate, trust (including a trust qualified under Section 401(a)
or 501(c)(17) of the Code), a portion of a trust permanently set aside for or to be
used exclusively for the purposes described in Section 642(c) of the Code,
association, private foundation within the meaning of Section 509(a) of the Code,
joint stock company or other entity.




     “Purported Beneficial Transferee” shall mean, with respect to any
purported Transfer (or other event) which results in a transfer to a Trust, as
provided in subsection (b)(ii), the Purported Record Transferee, unless the
Purported Record Transferee would have acquired or owned Partnership Units for
another Person who is the beneficial transferee or owner of such Partnership Units,
in which case the Purported Beneficial Transferee shall be such Person.



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     “Purported Record Transferee” shall mean, with respect to any purported
Transfer (or other event) which results in a transfer to a Trust, as provided in
subsection (b)(ii), the holder of the Partnership Units as set forth or to be set
forth in Exhibit A to the Partnership Agreement, and any Assignee of such
Partnership Units, if such Transfer or ownership had been valid under subsection
(b)(i).




     “Restriction Termination Date” shall mean the first day after the date
hereof on which the General Partner determines, in its sole and absolute discretion,
that compliance with subsection (b)(i) is no longer necessary or advisable.




     “Transfer” shall mean any sale, transfer, gift, assignment, devise or
other disposition of Partnership Units, (including (i) the granting of any option or
entering into any agreement for the sale, transfer or other disposition of
Partnership Units or (ii) the sale, transfer, assignment or other disposition of any
securities (or rights convertible into or exchangeable for Partnership Units)),
whether voluntary or involuntary, whether such transfer has occurred of record or
beneficially or Constructively (including but not limited to transfers of interests
in other entities which results in changes in Constructive Ownership of Partnership
Units), and whether such transfer has occurred by operation of law or otherwise.




     “Trust” shall mean each of the trusts provided for in subsection (c).




     “Trustee” shall mean any Person unaffiliated with the Partnership, or a
Purported Beneficial Transferee, or a Purported Record Transferee, that is appointed
by the Partnership to serve as trustee of a Trust.


Capitalized terms used and not defined herein shall have the meanings ascribed to them in the
Fifteenth Amended and Restated Agreement of Limited Partnership of AMB Property II, L.P. (the
“Partnership Agreement”), as such agreement may be amended from time to time. All
references to “Section” refer to the Partnership Agreement.




     (b) Restriction on Ownership and Transfers.



          (i) Prior to the Restriction Termination Date, no Person, other than an Exempted Person, shall
at any time Constructively Own Partnership Units in excess of the Ownership Limit if the
representations contained in Section 3.4.D are not at such time true and correct.




          (ii) If, prior to the Restriction Termination Date, any Transfer or other event occurs that,
if effective, would result in any Person Constructively Owning Partnership Units in violation of
subsection (b)(i), (1) then that number of Partnership Units that otherwise would cause such Person
to violate subsection (b)(i) (rounded up to the nearest whole Partnership Unit) shall be
automatically transferred (provided such Transfer is not in violation of the restrictions on
transfer set forth in the Partnership Agreement, except to the extent the General Partner waives
such restrictions) to a Trust for the benefit of a Charitable Beneficiary, as described in
subsection (c),






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effective as of the close of business on the business day prior to the date of such Transfer or
other event, and such Purported Beneficial Transferee shall thereafter have no rights in such
Partnership Units or (2) if, for any reason, the transfer to the Trust described in clause (1) of
this sentence is not automatically effective as provided therein to prevent any Person from
Constructively Owning Partnership Units in violation of subsection (b)(i), then the Transfer of
that number of Partnership Units that otherwise would cause any Person to violate subsection (b)(i)
shall be void ab initio, and the Purported Beneficial Transferee shall have no rights in such
Partnership Units.




     (c) Transfers of Partnership Units in Trust.



          (i) Upon any purported Transfer or other event described in subsection (b)(ii), such
Partnership Units shall be deemed to have been transferred to the Trustee in his capacity as
trustee of a Trust for the exclusive benefit of one or more Charitable Beneficiaries. Such
transfer to the Trustee shall be deemed to be effective as of the close of business on the business
day prior to the purported Transfer or other event that results in a transfer to the Trust pursuant
to subsection (b)(ii). The Trustee shall be appointed by the Partnership and shall be a Person
unaffiliated with the Partnership, any Purported Beneficial Transferee, or any Purported Record
Transferee. Each Charitable Beneficiary shall be designated by the Partnership as provided in
subsection (c)(vi).




          (ii) Partnership Units held by the Trustee shall be issued and outstanding Partnership Units
of the Partnership. The Purported Beneficial Transferee or Purported Record Transferee shall have
no rights in the Partnership Units held by the Trustee. The Purported Beneficial Transferee or
Purported Record Transferee shall not benefit economically from ownership of any Partnership Units
held in trust by the Trustee, shall have no rights to distributions or allocations with respect to
Partnership Units held in the Trust and shall not possess any rights to vote or other rights
attributable to the Partnership Units held in the Trust.




          (iii) The Trustee shall have all voting rights and rights to distributions and allocations
with respect to Partnership Units held in the Trust, which rights shall be exercised for the
exclusive benefit of the Charitable Beneficiary. Any distribution paid prior to the discovery by
the Partnership that Partnership Units have been transferred to the Trustee shall be paid to the
Trustee upon demand, and any distribution with respect to such Partnership Units shall be paid when
due to the Trustee. Any distributions so paid over to the Trustee shall be held in trust for the
Charitable Beneficiary.




          The Purported Record Transferee and Purported Beneficial Transferee shall have no voting
rights with respect to the Partnership Units held in the Trust and, subject to Delaware law,
effective as of the date the Partnership Units has been transferred to the Trustee, the Trustee
shall have the authority (at the Trustee’s sole discretion) (i) to rescind as void any vote cast by
a Purported Record Transferee with respect to such Partnership Units prior to the discovery by the
Partnership that the Partnership Units has been transferred to the Trustee and (ii) to recast such
vote in accordance with the desires of the Trustee acting for the benefit of the Charitable
Beneficiary; provided, however, that if the Partnership has already taken irreversible action, then
the Trustee shall not have the authority to rescind and recast such vote. Notwithstanding any other
provision of this Exhibit I to the contrary, until the Partnership has received
notification that the Partnership Units have been transferred into a Trust, the Partnership shall
be entitled to rely on its Partnership






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Unit transfer and other unitholder records for purposes of preparing Exhibit A to the
Partnership Agreement, lists of unitholders entitled to vote at meetings, and otherwise conducting
votes of Partners.




          (iv) Within 20 days of receiving notice from the Partnership that Partnership Units have been
transferred to the Trust, the Trustee of the Trust shall, in accordance with the terms of (and
subject to the limitations contained in) the Partnership Agreement, sell the Partnership Units held
in the Trust to a Person, designated by the Trustee, whose ownership of the Partnership Units will
not violate the ownership limitations set forth in subsection (b)(i). Upon such sale, the interest
of the Charitable Beneficiary in the Partnership Units sold shall terminate and the Trustee shall
distribute the net proceeds of the sale to the Purported Record Transferee and to the Charitable
Beneficiary as provided in this subsection (c)(iv). The Purported Record Transferee shall receive
the lesser of (1) the price paid by the Purported Record Transferee for the Partnership Units in
the transaction that resulted in such transfer to the Trust (or, if the event which resulted in the
transfer to the Trust did not involve a purchase of such Partnership Units at Market Price, the
Market Price of such Partnership Units on the day of the event which resulted in the transfer of
such Partnership Units to the Trust) and (2) the price per Partnership Unit received by the Trustee
(net of any commissions and other expenses of sale) from the sale or other disposition of the
Partnership Units held in the Trust. Any net sales proceeds in excess of the amount payable to the
Purported Record Transferee shall be immediately paid to the Charitable Beneficiary together with
any distributions thereon. If, prior to the discovery by the Partnership that Partnership Units
have been transferred to the Trustee, such Partnership Units are sold by a Purported Record
Transferee then (i) such Partnership Units shall be deemed to have been sold on behalf of the Trust
and (ii) to the extent that the Purported Record Transferee received an amount for such Partnership
Units that exceeds the amount that such Purported Record Transferee was entitled to receive
pursuant to this subsection (c)(iv), such excess shall be paid to the Trustee upon demand. The
expenses described in item (2) above shall include any expenses of administering the Trust, any
transfer of Partnership Units thereto or disposition of Partnership Units thereby, which shall be
allocated equitably among the Partnership Units which are transferred to the Trust.




          (v) Partnership Units transferred to the Trustee shall be deemed to have been offered for sale
to the Partnership, or its designee, at a price per Partnership Unit equal to the lesser of (i) the
price paid by the Purported Record Transferee for the Partnership Units in the transaction that
resulted in such transfer to the Trust (or, if the event which resulted in the transfer to the
Trust did not involve a purchase of such Partnership Units at Market Price, the Market Price of
such Partnership Units on the day of the event which resulted in the transfer of such Partnership
Units to the Trust) and (ii) the Market Price on the date the Partnership, or its designee, accepts
such offer. The Partnership shall have the right to accept such offer until the Trustee has sold
the Partnership Units held in the Trust pursuant to subsection (c)(iv). Upon such a sale to the
Partnership, the interest of the Charitable Beneficiary in the Partnership Units sold shall
terminate and the Trustee shall distribute the net proceeds of the sale to the Purported Record
Transferee and any distributions held by the Trustee with respect to such Partnership Units shall
thereupon be paid to the Charitable Beneficiary.




          (vi) By written notice to the Trustee, the Partnership shall designate one or more nonprofit
organizations to be the Charitable Beneficiary of the interest in the Trust such that the






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Partnership Units held in the Trust would not violate the restrictions set forth in subsection
(b)(i) in the hands of such Charitable Beneficiary.




     (d) Remedies For Breach. If the General Partner shall at any time determine in good
faith that a Transfer or other event has taken place in violation of subsection (b) or that a
Person intends to acquire, has attempted to acquire or may acquire beneficial ownership (determined
without reference to any rules of attribution) or Constructive Ownership of any Partnership Units
of the Partnership in violation of subsection (b), the General Partner shall take such action as it
deems advisable to refuse to give effect or to prevent such Transfer, including, but not limited
to, causing the Partnership to redeem Partnership Units, refusing to give effect to such Transfer
on the books of the Partnership or instituting proceedings to enjoin such Transfer; provided,
however, that any Transfers (or, in the case of events other than a Transfer, ownership or
Constructive Ownership) in violation of subsection (b)(i), shall automatically result in the
transfer to a Trust as described in subsection (b)(ii).



     (e) Notice of Restricted Transfer. Any Person who acquires or attempts to acquire or
own Partnership Units in violation of subsection (b), or any Person who is a Purported Beneficial
Transferee such that an automatic transfer to a Trust results under subsection (b)(ii), shall
immediately give written notice to the Partnership of such event and shall provide to the
Partnership such other information as the Partnership may request in order to determine the effect,
if any, of such Transfer or attempted Transfer on such Person’s compliance with subsection (b)(i).



     (f) Owners Required To Provide Information. Prior to the Restriction Termination Date
each Person who is a beneficial owner or Constructive Owner of Partnership Units and each Person
who is holding Partnership Units for a beneficial owner or Constructive Owner shall provide to the
Partnership such information that the Partnership may request, in good faith, in order to determine
the Partnership’s status as a partnership (as opposed to a corporation) or AMB’s status as a REIT
for federal income tax purposes.



     (g) Remedies Not Limited. Nothing contained in this Exhibit I shall limit the
authority of the General Partner to take such other action as it deems necessary or advisable to
protect the Partnership and the interests of its Partners by preservation of the Partnership’s
status as a partnership (as opposed to a corporation) or AMB’s status as a REIT for federal income
tax purposes.



     (h) Ambiguity. In the case of an ambiguity in the application of any of the provisions
of this Exhibit I, including any definition contained in subsection (a), the General
Partner shall have the power to determine the application of the provisions of this Exhibit
I with respect to any situation based on the facts known to it. In the event that a provision
of this Exhibit I requires an action by the General Partner and Exhibit I fails to
provide specific guidance with respect to such action, the General Partner shall have the power to
determine the action to be taken so long as such action is not contrary to the provisions of
Exhibit I. Absent a decision to the contrary by the General Partner (which the General
Partner may make in its sole and absolute discretion), if a Person would have (but for the remedies
set forth in subsection (b)) acquired Constructive Ownership of Partnership Units in violation of
subsection (b)(i), such remedies (as applicable) shall apply first to the Partnership Units which,
but for such remedies, would have been actually owned



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by such Person, and second to Partnership Units which, but for such remedies, would have been
Constructively Owned (but not actually owned) by such Person, pro rata among the Persons who
actually own such Partnership Units based upon the relative number of the Partnership Units held by
each such Person.





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