exv4w1



 


Exhibit 4.1



(FACE OF NOTE)




	 	 	 	 	 
	 	 	
AMB PROPERTY L.P.

MEDIUM-TERM NOTE, SERIES B	 	 
	REGISTERED	 	
(FIXED RATE)
	 	REGISTERED



UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE OPERATING
PARTNERSHIP (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE
& CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



Note No: FXR - B-1



Original Issue Date:
November 10, 2003



Maturity Date: November 1, 2013



Trade Date: November 5, 2003



Exchange Rate Agent:

(if other than State Street Bank and Trust Company of California, N.A.)



Redemption:




	 	 	 
	[x]	 	
The Note cannot be redeemed prior to maturity
	[  ]	 	
The Note may be redeemed at the option of the
Operating Partnership prior to maturity
	 	 	
Redemption Commencement Date:
	 	 	
Initial Redemption Percentage:          %
	 	 	
Annual Redemption Percentage Reduction:          %




	 	 	 	 	 	 	 	 	 	 	 	 
	Addendum	 	
Attached:
	 	[  ]
	 	Yes
	 	[x]
	 	No




CUSIP NO.: 00163X AH3



Registered Holder: CEDE & CO.




	 	 	 	 	 	 	 
	Form:	 	
[x]
	 	Book-Entry
	 	 
	 	 	
[ ]
	 	Certificated	 	 



Agent’s Discount or
Commission: N/A%



Net Proceeds To Issuer: $75,000,000



Interest
Rate: 5.53% per annum



Repayment:




	 	 	 
	[x]	 	
The Note cannot be repaid prior to maturity
	[  ]	 	
The Note may be repaid prior to maturity at the option of the
Holder of the Note
	 	 	
Optional Repayment Date(s):
	 	 	
Repayment Price:     %



Principal Amount: $75,000,000



Specified Currency: U.S. DOLLARS



Principal Financial Center:

(if the Specified Currency is other than U.S. dollars or Euro)



Authorized Denomination:

(if other than $1,000 or integral multiples thereof)



Interest Payment Dates:
November 1 and May 1, commencing May 1, 2004



Regular Record Dates:
October 15 and April 15, commencing April 15, 2004




	 	 	 	 	 	 	 	 	 	 	 	 
	Discount Notes:	 	[ ]	 	Yes	 	[x]	 	No



Issue Price:



Total Amount of OID:



Yield to Maturity:



Initial Accrual Period:




	 	 	 
	Other/Additional Provisions:	 	




 







 


     AMB Property, L.P., a Delaware limited partnership (hereinafter called the
“Operating Partnership”, which term includes any successor under the Indenture
referred to below), for value received, hereby promises to pay to the
Registered Holder specified on the face hereof, or registered assigns
(“Holder”), upon presentation and surrender of this Note, on the Maturity Date
specified on the face hereof (except to the extent repaid or redeemed prior to
the Maturity Date) the Principal Amount specified on the face hereof in the
Specified Currency specified on the face hereof, and to pay interest thereon at
the Interest Rate per annum specified on the face hereof, until the principal
hereof is paid or duly made available for payment.



     Unless otherwise specified on the face hereof, the Operating Partnership
will pay interest (other than defaulted interest) on each Interest Payment Date
(as defined below), commencing with the first Interest Payment Date next
succeeding the Original Issue Date specified on the face hereof, to the person
who is the Holder of this Note on the applicable Regular Record Date (as
defined below); provided that if the Original Issue Date occurs between a
Regular Record Date and an Interest Payment Date, the Operating Partnership
will make the first payment of interest on the Interest Payment Date following
the next Regular Record Date to the registered owner on that Regular Record
Date.



     The Operating Partnership will pay interest due on the Maturity Date,
Redemption Date (as defined on the reverse hereof) or Repayment Date (as
defined on the reverse hereof), as applicable, to the same person to whom it is
paying the principal amount; provided that if the Operating Partnership would
have made a regular interest payment on the Maturity Date, Redemption Date or
Repayment Date, as the case may be, it will make that regular interest payment
to the Holder as of the applicable Regular Record Date, even if it is not the
same person to whom it is paying the principal amount.



     Any such interest not so punctually paid or duly provided for (“Defaulted
Interest”) will forthwith cease to be payable to the Holder on any Regular
Record Date, and shall be paid, at the election of the Operating Partnership,
to either (i) to the Holder at the close of business on a special record date
(the “Special Record Date”) for the payment of such Defaulted Interest to be
fixed by the Trustee (as defined on the reverse hereof), notice whereof shall
be given to the Holder of this Note by the Trustee not less than 10 calendar
days prior to such Special Record Date or (ii) at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which this Note may be listed, and upon such notice as may be required by such
exchange, all as more fully provided for in the Indenture.



     Unless specified on the face hereof, payments of interest on this Note
with respect to any Interest Payment Date, Maturity Date, Redemption Date or
Repayment Date, as applicable, will include interest accrued from and including
each immediately preceding Interest Payment Date (or from and including the
Original Date of Issue if no interest has been paid or duly provided for), to,
but excluding, the Interest Payment Date, Maturity Date, Redemption Date or
Repayment Date, as the case may be.



     If an Interest Payment Date, Maturity Date, Redemption Date or Repayment
Date, as applicable, falls on a day that is not a Business Day (as defined
below), interest (or interest and principal) will be paid on the next Business
Day; provided that interest on the payment will not accrue for the period from
the original Interest Payment Date, Maturity Date, Redemption Date or Repayment
Date, as the case may be, to the date of such payment on the next Business Day.



     Unless otherwise specified on the face hereof, the “Interest Payment
Dates” shall be June 30 and December 30 of each year. The “Regular Record
Dates” shall be June 15 for a June 30 interest payment date, December 15 for a
December 30 interest payment date and the date that is 15 calendar days before
any other interest payment date, whether or not those dates are Business Days.



     “Business Day” as used herein means any day, other than a Saturday or
Sunday, (a) that is neither a legal holiday nor a day on which banking
institutions are authorized or required by law or regulation to close (x) in
The City of New York or (y) for notes denominated in a specified currency other
than U.S. dollars, Australian dollars or euro, in the principal financial
center of the country of the specified currency or (z) for notes denominated
in Australian dollars, in Sydney, and (b) for notes denominated in euro, that
is also a day on which the Trans-European



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Automated Real-time Gross Settlement Express Transfer System, which is
commonly referred to as “TARGET,” is operating.



     Payment of principal (and premium, if any) and interest on, this Note on
any day, if the Holder of this Note is DTC (or its nominee or other depository,
a “Depository”), will be made in accordance with any applicable provisions of
such written agreement between the Operating Partnership, the Trustee and the
Depository (or its nominee) as may be in effect from time to time. Otherwise
payment of principal (and premium, if any) and interest on, this Note on any
day shall be payable and this Note may be surrendered for the registration of
transfer or exchange at the Office of the Trustee at 100 Wall Street,
Suite 1600, New York, New York 10005, unless the Holder of this Note is notified otherwise; provided, however, that
at the option of the Operating Partnership, interest may be paid by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Operating Partnership’s Security Register or by wire transfer, if
proper wire instructions are on file with the Trustee or are received at
presentment, to an account maintained by the payee located in the United
States. Unless the Holder of this Note is notified otherwise, the place where
notices or demands to or upon the Operating Partnership in respect of this Note
and the Indenture may be served shall be the Corporate Trust Office of the
Trustee at 100 Wall Street,
Suite 1600, New York, New York 10005.



     To receive payment of a U.S. dollar denominated Note upon redemption (if
applicable) or at maturity, a Holder must make presentation and surrender of
such Note on or before the Redemption Date or Maturity Date, as applicable. To
receive payment of a Note denominated in a Foreign Currency (as defined on the
reverse hereof) or composite currency upon redemption or at maturity, a Holder
must make presentation and surrender of such Note not less than two Business
Days prior to the Redemption Date or Maturity Date, as applicable. Upon
presentation and surrender of a Note denominated in a Foreign Currency or
composite currency at any time after the date two Business Days prior to the
Redemption Date or Maturity Date, as applicable, the Operating Partnership will
pay the principal amount (and premium, if any) of such Note, and any interest
due upon redemption or at maturity (unless the Redemption Date or Maturity Date
is an Interest Payment Date), two Business Days after such presentation and
surrender.



     For procedures relating to the receipt of payment upon repayment, if
applicable, see the reverse hereof.



     The Operating Partnership will pay any administrative costs imposed by
banks in connection with sending payments by wire transfer, but any tax,
assessment or governmental charge imposed upon payments will be borne by the
Holders of the Notes in respect of which payments are made.



     Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof and, if so specified on the face hereof, in the Addendum
hereto, which further provisions shall for all purposes have the same force and
effect as though fully set forth on the face hereof.



     This Note shall not be entitled to any benefit under the Indenture
referred to on the reverse hereof, or become valid or obligatory for any
purpose, until the certificate of authentication hereon shall have been signed
by or on behalf of the Trustee under such Indenture.



     Notwithstanding the foregoing, if an Addendum is attached hereto or
“Other/Additional Provisions” apply to this Note as specified on the face
hereof, this Note shall be subject to the terms set forth in such Addendum or
such “Other/Additional Provisions.”



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     IN WITNESS WHEREOF, the Operating Partnership has caused this Instrument
to be duly executed under.




	 	 	 	 	 
	Dated:	 	AMB PROPERTY L.P.
	 	 	By: AMB PROPERTY CORPORATION,

as General Partner
	 	 	 	 	 
	 	 	
By:	 	/s/  Michael A. Coke
	 	 	 	 	

	 	 	 	 	Michael A. Coke

Executive Vice President and Chief Financial Officer



TRUSTEE’S CERTIFICATE OF AUTHENTICATION



This is one of the Securities of the series designated
and referred to in the within-mentioned Indenture.



STATE STREET BANK AND TRUST

COMPANY OF CALIFORNIA, N.A., as Trustee




	 	 	 	 	 
	By:	 	/s/  State Street Bank
and Trust Company of California, N.A.	 	
	 	 	

	 	 
	 	 	
Authorized Signatory	 	 





 









 




(REVERSE OF NOTE)




AMB PROPERTY L.P.

MEDIUM-TERM NOTE, SERIES B

(FIXED RATE)



     This Note is one of a duly authorized issue of debt securities of the
Operating Partnership (hereinafter called the “Securities”) of the series
hereinafter specified, unlimited in aggregate principal amount, all issued or
to be issued under or pursuant to an Indenture dated as of June 30, 1998, as
supplemented by the First Supplemental Indenture dated as of June 30, 1998, the
Second Supplemental Indenture dated as of June 30, 1998, the Third Supplemental
Indenture dated as of June 30, 1998, the Fourth Supplemental Indenture dated as
of August 15, 2000 and the Fifth Supplemental Indenture dated as of May 7,
2002, among the Operating Partnership, AMB Property Corporation, a Maryland
corporation and general partner of the Operating Partnership (the “Guarantor”),
and U.S. Bank, N.A., as successor to State Street Bank and Trust Company of California, N.A., as Trustee; to
which Indenture and all indentures supplemental thereto (herein collectively
called the “Indenture”) reference is hereby made for a specification of the
rights and limitation of rights thereunder of the Holders of the Securities,
the rights and obligations thereunder of the Operating Partnership and the
rights, duties and immunities thereunder of the Trustee. The Securities may be
issued in one or more series, which different series may be issued in various
aggregate principal amounts, may mature at different times, may bear interest
(if any) at different rates, may be subject to different redemption or
repayment provisions (if any), may be subject to different covenants and
defaults and may otherwise vary as provided in the Indenture. This Note is one
of a series designated as “Series B Medium-Term Notes” (hereinafter referred to
as the “Notes”) of the Operating Partnership, of up to $400,000,000 in
aggregate principal amount. All terms used in this Note which are defined in
the Indenture and which are not otherwise defined in this Note shall have the
meanings assigned to them in the Indenture. The terms of the Notes include
those stated in the Indenture and those made a part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended. The Notes are
subject to all such terms, and the Holders are referred to the Indenture and
such Act for a statement of such terms. To the extent any provision of this
Note conflicts with the provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling.



     Unless stated to the contrary on the face hereof, this Note is issuable
only in registered form without coupons in Book-Entry form represented by one
or more global notes (each a “Global Note”) recorded in the book-entry system
maintained by the Depository. If specified on the face hereof, this Note is
issuable in certificated form issued to, and registered in the name of, the
beneficial owner or its nominee (a “Certificated Note”).



     Unless a different minimum Authorized Denomination is set forth on the
face hereof, this Note is issuable in minimum denominations of (i) if the
Specified Currency of this Note is U.S. dollars, U.S. $1,000 and in any larger
amount in integral multiples of $1,000 and (ii) if the Specified Currency of
this Note is a currency other than U.S. dollars (a “Foreign Currency”) or is a
composite currency, the equivalent in such Foreign Currency or composite
currency determined in accordance with the Market Exchange Rate (as defined
below) for such Foreign Currency or composite currency on the Business Day
immediately preceding the date on which the Operating Partnership accepts an
offer to purchase a Note, of U.S. $1,000 (rounded to an integral multiple of
1,000 units of the Foreign Currency or composite currency), and in any larger
amount in integral multiples of 1,000 units.



     If this is a Global Note representing Book-Entry Notes, this Note may be
transferred or exchanged only through DTC. In the manner and subject to the
limitations provided in the Indenture, if this is a Certificated Note, it may
be transferred or exchanged, without charge except for any tax or other
governmental charge imposed in relation thereto, for other Notes of authorized
denominations for a like aggregate principal amount, at the office or agency of
the Operating Partnership in the Borough of Manhattan of The City of New York,
or, at the option of the Holder, such office or agency, if any, maintained by
the Operating Partnership in the city in which the principal executive offices
of the Operating Partnership are located or the city in which the principal
corporate trust office of the Trustee is located.



     The principal (and premium, if any) and interest on, this Note is payable
by the Operating Partnership in the Specified Currency.



     If this Note is denominated in a Foreign Currency, in the event that the
Foreign Currency is not available for payment at a time at which any payment is
required hereunder due to the imposition of exchange controls or



2







 


other circumstances beyond the control of the Operating Partnership or is
no longer used by the government of the country issuing such currency or for
the settlement of transactions by public institutions within the international
banking community, the Operating Partnership may, in full satisfaction of its
obligation to make such payment, make instead a payment in an equivalent amount
of U.S. dollars, determined by the Exchange Rate Agent, as specified on the
face hereof, on the basis of the Market Exchange Rate for such Foreign Currency
on the second Business Day prior to such payment date or, if such Market
Exchange Rate is not then available, on the basis of the most recently
available Market Exchange Rate; provided, however, that if such Specified
Currency is replaced by a single European currency, the payment of principal of
(and premium, if any) or interest, if any, on this Note denominated in such
currency shall be effected in the new single European currency in conformity
with legally applicable measures taken pursuant to, or by virtue of, the treaty
establishing the European Community, as amended by the treaty on European
Unity. The “Market Exchange Rate” for the Specified Currency means the noon
dollar buying rate in The City of New York for cable transfers for the
Specified Currency as certified for customs purposes by (or if not so
certified, as otherwise determined by) the Federal Reserve Bank of New York.
Any payment made under such circumstances in U.S. dollars or a new single
European currency where the required payment is in a Specified Currency other
than U.S. dollars or such single European currency, respectively, will not
constitute an Event of Default (as defined in the Indenture).



     If the Specified Currency is a composite currency and if such composite
currency is unavailable due to the imposition of exchange controls or other
circumstances beyond the control of the Operating Partnership, then the
Operating Partnership will be entitled to satisfy its obligations to the Holder
of this Note by making such payment in U.S. dollars. The amount of each
payment in U.S. dollars shall be computed by the Exchange Rate Agent on the
basis of the equivalent of the composite currency in U.S. dollars. The
component currencies of the composite currency for this purpose (collectively,
the “Component Currencies” and each, a “Component Currency”) shall be the
currency amounts that were components of the composite currency as of the last
day on which the composite currency was used. The equivalent of the composite
currency in U.S. dollars shall be calculated by aggregating the U.S. dollar
equivalents of the Component Currencies. The U.S. dollar equivalent of each of
the Component Currencies shall be determined by the Exchange Rate Agent on the
basis of the most recently available Market Exchange Rate for each such
Component Currency, or as otherwise specified on the face hereof.



     If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of the currency as a Component
Currency shall be divided or multiplied in the same proportion. If two or more
Component Currencies are consolidated into a single currency, the amounts of
those currencies as Component Currencies shall be replaced by an amount in such
single currency equal to the sum of the amounts of the consolidated Component
Currencies expressed in such single currency. If any Component Currency is
divided into two or more currencies, the amount of the original Component
Currency shall be replaced by the amounts of such two or more currencies, the
sum of which shall be equal to the amount of the original Component Currency.



     All determinations referred to above made by the Exchange Rate Agent shall
be at its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the Holder of this Note.



     If a Redemption Commencement Date is specified on the face hereof, this
Note may be redeemed, whether or not any other Note is concurrently redeemed,
at the option of the Operating Partnership, in whole, or from time to time in
part, on any Business Day on or after such Redemption Commencement Date and
prior to the Maturity Date, upon mailing by first-class mail, postage prepaid,
a notice of such redemption not less than 30 nor more than 60 days prior to the
actual date of redemption (“Redemption Date”), to the Holder of this Note at
such Holder’s address appearing in the Security Register, as provided in the
Indenture (provided that, if the Holder of this Note is a Depository or a
nominee of a Depository, notice of such redemption shall be given in accordance
with any applicable provisions of such written agreement between the Operating
Partnership, the Trustee and such Depository (or its nominee) as may be in
effect from time to time), at the Redemption Price (as defined below), together
in each case with interest accrued to the Redemption Date (subject to the right
of the Holder of record on a Regular Record Date to receive interest due on an
Interest Payment Date). The “Redemption Price” shall be equal to (i) the
Initial Redemption Percentage specified on the face of this Note, as adjusted
downward on each anniversary of the Redemption Commencement Date by the Annual
Redemption Price Reduction, if any, specified on the face hereof, multiplied by
(ii) the unpaid Principal Amount of this Note to be redeemed. In the event of
redemption of this Note in part only, a new Note or Notes of this series, and
of like tenor, for the unredeemed portion hereof will be issued in the name of
the Holder hereof upon the cancellation hereof.



3







 


     If an Optional Repayment Date(s) is specified on the face hereof, this
Note will be subject to repayment by the Operating Partnership at the option of
the Holder hereof on such Optional Repayment Date(s), in whole or in part in
increments of U.S. $1,000 or other increments specified on the face hereof (as
long as any remaining principal is at least $1,000 or another specified minimum
denomination), at the Repayment Price specified on the face hereof, together
with unpaid interest accrued hereon to the date of repayment (“Repayment
Date”). For this Note to be repaid, this Note must be received, together with
the form hereon entitled “Option to Elect Repayment” duly completed, by the
Trustee at the corporate trust office of the Trustee at 100 Wall
Street, Suite 1600 New York, New York 10005 (or at such
other address of which the Operating Partnership shall from time to time
designate and notify Holders of the Notes) at least 30 but not more than 60
days prior to the Repayment Date. Exercise of such repayment option by the
Holder hereof will be irrevocable. In the event of repayment of this Note in
part only, a new Note of like tenor for the unrepaid portion hereof and
otherwise having the same terms as this Note shall be issued in the name of the
Holder hereof upon the presentation and surrender hereof.



     If this is a Global Note representing Book-Entry Notes, only the
Depository may exercise the repayment option in respect of this Note.
Accordingly, if this is a Global Security representing Book-Entry Notes and the
beneficial owner desires to have all or any portion of the Book-Entry Note
represented by this Global Security repaid, the beneficial owner must instruct
the participant through which he owns his interest to direct the Depository to
exercise the repayment option on his behalf by delivering this Note and duly
completed election form to the Trustee as aforesaid.



     If this Note is an Original Issue Discount Note, as specified on the face
hereof, the amount payable to the Holder of this Note in the event of
redemption, repayment or acceleration of maturity will be equal to the sum of
(i) the Issue Price specified on the face hereof (increased by any accruals of
the Discount, as defined below) multiplied, in the event of any redemption or
repayment of this Note (if applicable), by the Redemption Price or Repayment
Price, as the case may be, and (ii) any unpaid interest on this Note accrued
from the Original Issue Date to the Redemption Date, Repayment Date or date of
acceleration of maturity, as the case may be. The difference between the Issue
Price, as specified on the face hereof, and 100% of the principal amount of
this Note is referred to herein as the “Discount”.



     For purposes of determining the amount of Discount that has accrued as of
any Redemption Date, Repayment Date or date of acceleration of maturity of this
Note, such Discount will be accrued so as to cause the yield on the Note to be
constant. The constant yield will be calculated using a 30-day month, 360-day
year convention, a compounding period that, except for the Initial Period (as
defined below), corresponds to the shortest period between Interest Payment
Dates (with ratable accruals within a compounding period) and an assumption
that the maturity of this Note will not be accelerated. If the period from the
Original Issue Date to the initial Interest Payment Date (the “Initial Period”)
is shorter than the compounding period for this Note, a proportionate amount of
the yield for an entire compounding period will be accrued. If the Initial
Period is longer than the compounding period, then such period will be divided
into a regular compounding period and a short period, with the short period
being treated as provided in the preceding sentence.



     In case a default, as defined in the Indenture, shall occur and be
continuing with respect to the Notes, the principal amount of all Notes then
outstanding under the Indenture may be declared or may become due and payable
upon the conditions and in the manner and with the effect provided in the
Indenture. The Indenture provides that such declaration may in certain events
be annulled by the Holders of a majority in principal amount of the Notes
outstanding.



     To the extent permitted by, and as provided in, the Indenture, the
Operating Partnership may enter into one or more supplements to the Indenture
for the purpose of modifying or altering the Indenture, without the consent of
any Holders of Notes, for the limited purposes described in the Indenture.



     To the extent permitted by, and as provided in, the Indenture, the
Operating Partnership may enter into one or more supplements to the Indenture
for the purpose of modifying or altering the rights and obligations of the
Operating Partnership and the Holders of the Securities (as defined in the
Indenture) with the consent of the Holders of not less than a majority in
principal amount of all Outstanding Securities (as defined in the Indenture) of
any series affected, evidenced as provided in the Indenture.



4







 


     The Indenture contains provisions for legal defeasance and covenant
defeasance with respect to the Notes, in each case, upon compliance with
certain conditions set forth therein, which provisions apply to the Notes.



     The Operating Partnership, the Trustee, any Authenticating Agent, any
paying agent and any Security registrar may deem and treat the registered
Holder hereof as the absolute owner hereof (whether or not this Note shall be
overdue and notwithstanding any notice of ownership or other writing hereon by
anyone other than the Operating Partnership or any Security registrar) for the
purpose of receiving payment of or on account of the principal hereof (and
premium, if any), and interest hereon, and for all other purposes, and none of
the Operating Partnership, the Trustee, an Authenticating Agent, a paying agent
nor the Security registrar shall be affected by any notice to the contrary. All
such payments shall be valid and effectual to satisfy and discharge the
liability upon this Note to the extent of the sum or sums so paid.



     No recourse under or upon any obligation, covenant or agreement of the
Indenture or of this Note, or for any claim based thereon or otherwise in
respect thereof, shall be had against any incorporator, partner, stockholder,
officer or director, as such, past, present or future, of the Operating
Partnership or the Guarantor or of any successor entity, either directly or
through the Operating Partnership or the Guarantor, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment
or penalty or otherwise; it being expressly understood that the Indenture and
this Note are solely corporate obligations, and that no such personal liability
whatever shall attach to, or is or shall be incurred by the incorporators,
partners, stockholders, officers or directors, as such, of the Operating
Partnership or the Guarantor or of any successor entity, or any of them,
because of the creation of the indebtedness authorized by the Indenture, or
under or by reason of the obligations, covenants or agreements contained in the
Indenture or this Note or implied therefrom; and that any and all such personal
liability, either at common law or in equity or by constitution or statute, or
any and all such rights and claims against, every such incorporator, partner,
stockholder, officer or director, as such, because of the creation of the
indebtedness authorized by the Indenture, or under or by reason of the
obligations, covenants or agreements contained in the Indenture or this Note or
implied therefrom, are, by acceptance of this Note, hereby expressly waived and
released as a condition of, and as consideration for, the issue of this Note.
In the event of any sale or transfer of its assets and liabilities
substantially as an entirety to a successor entity, the predecessor entity may
be dissolved and liquidated as more fully set forth in the Indenture.



     All U.S. dollar amounts used in or resulting from calculations referred to
in this Note shall be rounded to the nearest cent (with one half cent being
rounded upwards).



     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK.



5







 



PARENT GUARANTEE



     FOR VALUE RECEIVED, the undersigned hereby, jointly and severally with the
Subsidiary Guarantors, if any, unconditionally guarantees to the Holder of the
accompanying Series B Medium-Term Note (the “Note”) issued by AMB Property,
L.P. (the “Operating Partnership”) under an Indenture dated as of June 30, 1998
(together with the First Supplemental Indenture, the Second Supplemental
Indenture and the Third Supplemental Indenture, each dated as of June 30, 1998,
the Fourth Supplemental Indenture dated as of August 15, 2000 and the Fifth
Supplemental Indenture dated as of May 7, 2002, the “Indenture”) among the
Operating Partnership, AMB Property Corporation and U.S. Bank, N.A.,
as successor to State Street Bank and Trust
Company of California, N.A., as trustee (the “Trustee”), (a) the full and
prompt payment of the principal of and premium, if any, on such Note when and
as the same shall become due and payable, whether at the Maturity Date (as
defined in the Note), by acceleration, by redemption, repurchase or otherwise,
and (b) the full and prompt payment of the interest on such Note when and as
the same shall become due and payable, according to the terms of such Note and
of the Indenture. In case of the failure of the Operating Partnership
punctually to pay any such principal, premium or interest, the undersigned
hereby agrees to cause any such payment to be made punctually when and as the
same shall become due and payable, whether at the Maturity Date, upon
acceleration, by redemption or repayment or otherwise, and as if such payment
were made by the Operating Partnership. The undersigned hereby agrees, jointly
and severally with the Subsidiary Guarantors, if any, that its obligations
hereunder shall be as principal and not merely as surety, and shall be absolute
and unconditional, and shall not be affected, modified or impaired by the
following: (a) the failure to give notice to the Guarantors of the occurrence
of an Event of Default under the Indenture; (b) the waiver, surrender,
compromise, settlement, release or termination of the payment, performance or
observance by the Operating Partnership or the Guarantors of any or all of the
obligations, covenants or agreements of either of them contained in the
Indenture or any Note; (c) the acceleration, extension or any other changes in
the time for payment of any principal of or interest or any premium on any Note
or for any other payment under the Indenture or of the time for performance of
any other obligations, covenants or agreements under or arising out of the
Indenture or any Note; (d) the modification or amendment (whether material or
otherwise) of any obligation, covenant or agreement set forth in the Indenture
or any Note; (e) the taking or the omission of any of the actions referred to
in the Indenture and in any of the actions under any Note; (f) any failure,
omission, delay or lack on the part of the Trustee to enforce, assert or
exercise any right, power or remedy conferred on the Trustee in the Indenture,
or any other action or acts on the part of the Trustee or any of the Holders
from time to time of any Note; (g) the voluntary or involuntary liquidation,
dissolution, sale or other disposition of all or substantially all the assets,
marshaling of assets and liabilities, receivership, insolvency, bankruptcy,
assignment for the benefit of creditors, reorganization, arrangement,
composition with creditors or readjustment of, or other similar proceedings
affecting the Guarantors or the Operating Partnership or any of the assets of
any of them, or any allegation or contest of the validity of this Parent
Guarantee in any such proceeding; (h) to the extent permitted by law, the
release or discharge by operation of law of the Guarantors from the performance
or observance of any obligation, covenant or agreement contained in the
Indenture; (i) to the extent permitted by law, the release or discharge by
operation of law of the Operating Partnership from the performance or
observance of any obligation, covenant or agreement contained in the Indenture;
(j) the default or failure of the Operating Partnership or the Trustee fully to
perform any of its obligations set forth in the Indenture or any Note; (k) the
invalidity, irregularity or unenforceability of the Indenture or any Note or
any part of any thereof; (l) any judicial or governmental action affecting the
Operating Partnership or any Note or consent or indulgence granted to the
Operating Partnership by the Holders or by the Trustee; or (m) the recovery of
any judgment against the Operating Partnership or any action to enforce the
same or any other circumstance which might constitute a legal or equitable
discharge of a surety or guarantor. The undersigned hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
merger, sale, lease or conveyance of all or substantially all of its assets,
insolvency or bankruptcy of any Guarantor or the Operating Partnership, any
right to require a proceeding first against any other Guarantor or the
Operating Partnership, protest or notice with respect to such Note or the
indebtedness evidenced thereby and all demands whatsoever, and covenants that
this Parent Guarantee will not be discharged except by complete performance of
the obligations contained in such Note and in this Parent Guarantee.



     No reference herein to such Indenture and no provision of this Parent
Guarantee or of such Indenture shall alter or impair the guarantee of the
undersigned, which is absolute and unconditional, of the full and prompt
payment of the principal of and premium, if any, and interest on the Note.



 







 


     THIS PARENT GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.



     This Parent Guarantee shall not be valid or obligatory for any purpose
until the certificate of authentication on the Note shall have been executed by
the Trustee under the Indenture referred to above by the manual signature of
one of its authorized officers. The validity and enforceability of this Parent
Guarantee shall not be affected by the fact that it is not affixed to any
particular Note.



     An Event of Default under the Indenture or any Note shall constitute an
event of default under this Parent Guarantee, and shall entitle the Holder of
the Note to accelerate the obligations of the undersigned hereunder in the same
manner and to the same extent as the obligations of the Operating Partnership.



     Notwithstanding any other provision of this Parent Guarantee to the
contrary, the undersigned hereby waives any claims or other rights which it may
now have or hereafter acquire against any other Guarantor or the Operating
Partnership that arise from the existence or performance of its obligations
under this Parent Guarantee (all such claims and rights are referred to as
“Guarantor’s Conditional Rights”), including, without limitation, any right of
subrogation, reimbursement, exoneration, contribution, or indemnification, any
right to participate in any claim or remedy against any Guarantor or the
Operating Partnership, whether or not such claim, remedy or right arises in
equity or under contract, statute or common law, by any payment made hereunder
or otherwise, including without limitation, the right to take or receive from
any Guarantor or the Operating Partnership, directly or indirectly, in cash or
other property or by setoff or in any other manner, payment or security on
account of such claim or other rights. The undersigned hereby agrees not to
exercise any rights which may be acquired by way of contribution under this
Parent Guarantee or any other agreement, by any payment made hereunder or
otherwise, including, without limitation, the right to take or receive from any
other guarantor, directly or indirectly, in cash or other property or by setoff
or in any other manner, payment or security on account of such contribution
rights. If, notwithstanding the foregoing provisions, any amount shall be paid
to the undersigned on account of the Guarantor’s Conditional Rights and either
(i) such amount is paid to such undersigned party at any time when the
indebtedness shall not have been paid or performed in full, or (ii) regardless
of when such amount is paid to such undersigned party, any payment made by any
Guarantor or the Operating Partnership to a Holder that is at any time
determined to be a Preferential Payment (as defined below), then such amount
paid to the undersigned shall be held in trust for the benefit of such Holder
and shall forthwith be paid such Holder to be credited and applied upon the
indebtedness, whether matured or unmatured. Any such payment is herein
referred to as a “Preferential Payment” to the extent any Guarantor or the
Operating Partnership makes any payment to such Holder in connection with the
Note, and any or all of such payment is subsequently invalidated, declared to
be fraudulent or preferential, set aside or required to be repaid or paid over
to a trustee, receiver or any other entity, whether under any bankruptcy act or
otherwise.



     To the extent that any of the provisions of the immediately preceding
paragraph shall not be enforceable, the undersigned agrees that until such time
as the indebtedness has been paid and performed in full and the period of time
has expired during which any payment made by any Guarantor, the Operating
Partnership or the undersigned to a Holder may be determined to be a
Preferential Payment, Guarantor’s Conditional Rights to the extent not validly
waived shall be subordinate to Holders’ right to full payment and performance
of the indebtedness and the undersigned shall not enforce any of Guarantor’s
Conditional Rights until such time as the indebtedness has been paid and
performed in full and the period of time has expired during which any payment
made by any Guarantor, the Operating Partnership or the undersigned to Holders
may be determined to be a Preferential Payment.



     The obligations of the undersigned to the Holder of the Note and to the
Trustee pursuant to this Parent Guarantee and the Indenture are expressly set
forth in Article 14 of the Indenture and reference is hereby made to the
Indenture for the precise terms of this Parent Guarantee and all of the other
provisions of the Indenture to which this Parent Guarantee relates.



     Capitalized terms used in this Parent Guarantee which are not defined
herein shall have the meanings assigned to them in the Indenture.



 







 


IN WITNESS WHEREOF, the undersigned has caused this Parent Guarantee to be duly executed.




	 	 	 	 	 
	Dated:	November 10, 2003	 	 	 
	 	

	 	 	 
	 	 	 	 	 
	 	 	 	AMB PROPERTY CORPORATION
	 
	 
	 	 	 	By:	/s/  Michael A. Coke
	 	 	 	 	

	 	 	 	 	Name:  Michael A. Coke
	 	 	 	 	Title:  Executive
Vice President and Chief Financial Officer




 







 



ASSIGNMENT



FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto:




	 	 	 
	PLEASE INSERT SOCIAL SECURITY OR	 	 
	OTHER IDENTIFYING NUMBER OF ASSIGNEE:	 	 
	 	 	








	 
	

	(Please print or typewrite name and address of Assignee, including postal zip code of assignee)











this Note and all rights thereunder, hereby irrevocably constituting and appointing:

 








Attorney, to transfer this Note on the books of the Trustee, with full power of substitution in the premises.




	 	 	 	 	 	 
	Dated:	 	 	 	 	 
	 	
	 	

	 	 	 	Notice:
	 	The signature(s) on this
Assignment must correspond with the
name(s) as written upon the face of
this Note in every particular,
without alteration or enlargement
or any change whatsoever.



 







 



OPTION TO ELECT REPAYMENT



     The undersigned hereby requests and irrevocably instructs the Operating
Partnership to repay the within Note on the Optional Repayment Date specified
on the face hereof occurring at least 30 but not more than 60 days after the
date of receipt of the within Note by the Trustee at the corporate trust office
of the Trustee at 100 Wall Street, Suite 1600, New York,
New York 10005 (or at such other addresses of which the Operating
Partnership shall notify the registered holders of the Note of this series).




	 	 	 	 
	 	(          )	 	
In whole
	 
	 	(          )	 	
In part equal to $     (must be a whole
multiple of $1,000 and the remaining principal amount must be at
least $1,000; or if the Note is denominated in a Foreign Currency or
composite currency, rounded integrals of 1,000 units of the Foreign
Currency or composite currency and the remaining principal amount
must be at least 1,000 units of the Foreign Currency or composite
currency)



at a price equal to the Repayment Price, determined in accordance with the terms of the Note.




	 	 	 	 
	Signature:	 	
Please print or type name and address:
	 
	 
	
	 	







	Notice:	The signature on this
Option to Elect Repayment must
correspond with the name as written
upon the face of the within
instrument in every particular
without alteration or enlargement
or any change whatever	 
	 	 	 



 







 



ABBREVIATIONS



     The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:




	 	 	 	 	 	 	 	 
	TEN COM—	as tenants in common	 	
UNIF GIFT MIN ACT—
	 	Custodian	 
	 	 	 	 	
	 	 	

	 	 	 	 	(Cust)	 	 	(Minor)
	TEN ENT—as tenants by the entireties	 	
Under Uniform Gifts to Minors Act	 	 
	 	 	 	 	 	 	
(State)
	JT TEN—as joint tenants with right
of survivorship and not as
tenants in common	 	 	 	 	 	 



     Additional abbreviations may also be used though not in the above list.