exv4w1






Exhibit 4.1




REGISTRATION RIGHTS AGREEMENT




     THIS REGISTRATION RIGHTS AGREEMENT, dated as of November 10, 2009 (this “Agreement”),
is entered into by and between AMB Property Corporation, a Maryland corporation (the
“Company”), and J.P. Morgan Securities Inc. (“JPM”).



RECITALS




     WHEREAS, pursuant to the Contribution Agreement dated as of May 5, 1999 between J.P. Morgan
Mosaic Fund, LLC, a Delaware limited liability company (the “Original Holder”), AMB
Property II, L.P., a Delaware limited partnership (the “Sub OP”), AMB Property Holding
Corporation, a Maryland corporation (the “Holding”), AMB Property, L.P., a Delaware limited
partnership (the “Operating Partnership”), and the Company, the Original Holder purchased
1,595,337 7.75% Series D Cumulative Redeemable Partnership Units of the Sub OP (as subsequently
amended to be the 7.18% Series D Cumulative Redeemable Partnership Units of the Sub OP, the
“Units”);



     WHEREAS, pursuant to the Agreement Regarding Transfer of Partnership Units and Admission of
Substituted Limited Partner dated as of December 21, 2001 by and among the Sub OP, Holding, the
Company, the Original Holder and JPM Mosaic I REIT, Inc., a Maryland corporation (“JPM
REIT”), the Original Holder transferred all of the Units to JPM REIT;



     WHEREAS, pursuant to the Agreement Regarding Transfer of Partnership Units and Admission of
Substituted Limited Partner dated as of January 29, 2007 by and among the Sub OP, Texas AMB I, LLC,
a Delaware limited liability company, the Operating Partnership, the Company, JPM REIT and JPM, JPM
REIT transferred all of the Units to JPM;



     WHEREAS, pursuant to the Fourteenth Amended and Restated Agreement of Limited Partnership of
the Sub OP, dated as of February 22, 2007, as amended (the “Partnership Agreement”), the
Thirteenth Amended and Restated Agreement of Limited Partnership of the Sub OP, dated as of
September 24, 2004, was amended to reflect (i) the change in the rate applicable to the Units from
7.75% to 7.18% and (ii) the change in the date prior to which the Units may not be redeemed from
May 5, 2004 to February 22, 2012;



     WHEREAS, pursuant to the Preferred Unit Purchase Agreement dated November 10, 2009 between
the Company and JPM (the “Purchase Agreement”), JPM
will receive 2,880,281 shares (the
“Shares”) of common stock, par value $0.01 per share (the “Common Stock”), of the
Company in exchange for the Units; and



     WHEREAS, in order to induce JPM to enter into the Purchase Agreement, the Company has agreed
to provide certain registration rights set forth herein to JPM.



     NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained,
and for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:



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ARTICLE I

DEFINITIONS




     SECTION 1.1 Definitions. In addition to the definitions set forth above, the
following terms, as used herein, have the following meanings:



     “Affiliate” of any Person means any other Person directly or indirectly controlling or
controlled by or under common control with such Person. For the purposes of this definition,
“control” when used with respect to any Person, means the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of such Person, whether
through the ownership of voting securities, by contract or otherwise; and the terms “controlling”
and “controlled” have meanings correlative to the foregoing.



     “Agreement” has the meaning given to such term in the preamble hereto.



     “Articles of Incorporation” means the Articles of Incorporation of the Company as
filed with the Secretary of State of the State of Maryland on November 24, 1997, as the same may be
amended, modified or restated from time to time.



     “Business Day” means any day except a Saturday, Sunday or other day on which
commercial banks in New York, New York or San Francisco, California are authorized by law to close.



     “Commission” means the Securities and Exchange Commission.



     “Company” has the meaning set forth in the preamble to this Agreement.



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



     “Holder” means any Person who is the record or beneficial owner of any Registrable
Security or any assignee or transferee of such Registrable Security (including assignments or
transfers of Registrable Securities to such assignees or transferees as a result of the foreclosure
on any loans secured by such Registrable Securities) unless such Registrable Security is acquired
in a public distribution pursuant to a registration statement under the Securities Act or pursuant
to transactions exempt from registration under the Securities Act, in each such case where
securities sold in such transaction may be resold without subsequent registration under the
Securities Act.



     “Ownership Limit Provisions” mean the various provisions of the Articles of
Incorporation set forth in Article IV thereof restricting the ownership of Common Stock by certain
Persons to specified percentages of the outstanding Common Stock.



     “Person” means an individual or a corporation, partnership, limited liability company,
association, trust, or any other entity or organization, including a government or political
subdivision or an agency or instrumentality thereof.



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     “Registrable Securities” means the Shares at any time owned, either of record or
beneficially, by JPM until (i) a registration statement covering such securities has been declared
effective by the Commission and such shares have been sold or transferred pursuant to such
effective registration statement, (ii) the Prospectus Supplement (as defined in Section
2.1) covering such securities has been filed with the Commission and such shares have been sold
or transferred pursuant to such Prospectus Supplement, (iii) such shares are sold under
circumstances in which all of the applicable conditions of Rule 144 under the Securities Act are
met or (iv) such shares have been otherwise transferred in a transaction that would constitute a
sale thereof under the Securities Act, the Company has delivered a new certificate or other
evidence of ownership for such shares not bearing the Securities Act restricted stock legend and
such shares may be resold without subsequent registration under the Securities Act.



     “Rule 144” means Rule 144 promulgated under the Securities Act, as such rule may be
amended from time to time, or any similar rule (other than Rule 144A) or regulation hereafter
adopted by the Commission providing for offers and sales of securities made in compliance therewith
resulting in offers and sales by subsequent holders that are not affiliates of the Company of such
securities being free of the registration and prospectus delivery requirements of the Securities
Act.



     “Securities Act” means the Securities Act of 1933, as amended.



ARTICLE II

REGISTRATION RIGHTS




     SECTION 2.1 Shelf Registration. The Company shall prepare and use its best efforts to
file with the Commission as soon as practicable after the execution hereof a prospectus supplement
(the “Prospectus Supplement”) to its effective “shelf” registration statement (No.
333-153379) for an offering to be made on a continuous or delayed basis by JPM pursuant to Rule 415
under the Securities Act. Such registration statement, including the exhibits thereto and the
documents, if any, incorporated by reference therein, as amended (or deemed to have been amended
pursuant to Rules 430A, 430B or 430C under the Securities Act) from time to time, is hereinafter
referred to as the “Shelf Registration Statement.” The prospectus in the form in which it
appears in the Shelf Registration Statement, including the documents, if any, incorporated by
reference therein, is hereinafter referred to as the “Basic Prospectus.” The term
“Prospectus” means the Basic Prospectus together with the Prospectus Supplement and the
documents, if any, incorporated by reference therein. The Company shall use its best efforts to
keep the Shelf Registration Statement continuously effective until the earliest of (A) such time as
all of the Registrable Securities have been sold pursuant to the Shelf Registration Statement or
Rule 144 and (B) the date on which the Registrable Securities may be sold without volume
restrictions in accordance with Rule 144.



     SECTION 2.2 Registration Procedures; Filings; Information. So long as any Registrable
Securities remain outstanding:



     (a) After the filing of the Prospectus Supplement, the Company will promptly notify



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JPM of any stop order issued or threatened by the Commission and take all reasonable actions
required to prevent the entry of such stop order or to remove it if entered.



     (b) The Company will use its best efforts to (i) register or qualify the Registrable
Securities under such other state securities or blue sky laws of such jurisdictions in the United
States (where an exemption is not available) as JPM reasonably (in light of JPM’s intended plan of
distribution) requests and (ii) cause such Registrable Securities to be registered with or approved
by such other governmental agencies or authorities as may be necessary by virtue of the business
and operations of the Company and do any and all other acts and things that may be reasonably
necessary or advisable to enable JPM to consummate the disposition of the Registrable Securities
owned by JPM; provided that the Company will not be required to (A) qualify generally to do
business in any jurisdiction where it would not otherwise be required to qualify but for this
paragraph (b), (B) subject itself to taxation in any such jurisdiction or (C) consent to general
service of process in any such jurisdiction.



     (c) The Company will promptly notify JPM of such Registrable Securities, at any time when a
prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence
of an event (a “Notifiable Event”) requiring the preparation of a supplement or amendment
to such prospectus so that, as thereafter delivered to the purchasers of such Registrable
Securities, such prospectus will not contain an untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances then existing, not misleading and promptly make available to JPM a
reasonable number of copies of any such supplement or amendment. In addition, at the request of
JPM, the Company will confirm that no stop order has been issued or threatened by the Commission
and that no Notifiable Event has occurred.



     (d) [Intentionally Omitted.]



     (e) The Company will otherwise use its best efforts to comply with all applicable rules and
regulations of the Commission, and make available to its securityholders, as soon as reasonably
practicable, an earnings statement covering a period of twelve (12) months, beginning within three
(3) months after the effective date of the registration statement, which earnings statement shall
satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission
promulgated thereunder (or any successor rule or regulation hereafter adopted by the Commission).



     (f) The Company will use its best efforts to cause all such Registrable Securities to be
listed on each securities exchange on which similar securities issued by the Company are then
listed.



     (g) The Company will not be required to enter in an underwriting or other similar agreement
with respect to the disposition of Registrable Securities.



     (h) The Company will, if requested, prior to filing an amendment or supplement to the Shelf
Registration Statement or Prospectus, furnish to JPM copies of such amendment or supplement as
proposed to be filed, and thereafter furnish to JPM one conformed copy of such



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amended or supplemented registration statement, and such number of copies of the prospectus
included in such amended or supplemented registration statement (including each preliminary
prospectus) and such other documents as JPM may reasonably request in order to facilitate the
disposition of the Registrable Securities owned by JPM.



     (i) Upon JPM’s surrender of any Registrable Securities to the Company, together with a
certification stating that it sold such Registrable Securities pursuant to the Shelf Registration
Statement and Prospectus and the prospectus delivery requirements have been satisfied, the Company
shall promptly instruct its transfer agent to deliver to JPM or to such account or accounts
specified by JPM one or more new Shares which shall not bear any legend restricting the transfer
thereof, except for a legend with respect to certain limitations on ownership, transfer or
redemption set forth in the Company’s charter.



     The Company may require, as a condition precedent to the obligations of the Company under the
Agreement, JPM to promptly furnish in writing to the Company such information regarding JPM, the
Registrable Securities held by it and the intended methods of distribution of the Registrable
Securities as the Company may from time to time reasonably request and such other information as
may be legally required in connection with such registration.



     JPM agrees that, upon receipt of any notice from the Company of, or JPM obtains knowledge of,
the happening of any event of the kind described in Section 2.2(c) hereof, JPM will
forthwith discontinue disposition of Registrable Securities pursuant to the registration statement
and prospectus covering such Registrable Securities until JPM’s receipt of the copies of the
supplemented or amended prospectus contemplated by Section 2.2(c) hereof, and, if so
directed by the Company, JPM will deliver to the Company all copies, other than permanent file
copies then in JPM’s possession, of the most recent prospectus and each amendment thereof and
supplement thereto covering such Registrable Securities at the time of receipt of such notice. JPM
agrees that it will immediately notify the Company at any time when a prospectus relating to the
registration of such Registrable Securities is required to be delivered under the Securities Act of
the happening of an event known to JPM as a result of which information previously furnished by JPM
to the Company in writing for inclusion in such prospectus contains an untrue statement of a
material fact or omits to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances in which they were made, not misleading.
In the event the Company shall give such notice, the Company shall extend the period during which
such registration statement shall be maintained effective (including the period referred to in
Section 2.1 hereof) by the number of days during the period from and including the date of
the giving of notice pursuant to Section 2.2(c) hereof to the date when the Company shall
make available to JPM a prospectus supplemented or amended to conform with the requirements of
Section 2.2(c) hereof.



     SECTION 2.3 Registration Expenses. In connection with any registration statement
required to be filed hereunder, the Company shall pay the following registration expenses incurred
in connection with the registration hereunder (the “Registration Expenses”): (i) all
registration and filing fees, (ii) fees and expenses of compliance with state securities or blue
sky laws (including reasonable fees and disbursements of counsel in connection with blue sky



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qualifications of the Registrable Securities), (iii) printing expenses, (iv) internal expenses
(including, without limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), (v) the fees and expenses incurred in connection with the listing of
the Registrable Securities on each securities exchange on which similar securities issued by the
Company are then listed, (vi) reasonable fees and disbursements of counsel for the Company and
customary fees and expenses for independent certified public accountants retained by the Company
and (vii) the reasonable fees and expenses of any special experts retained by the Company in
connection with such registration. The Company shall have no obligation to pay any underwriting
fees, discounts or commissions attributable to the sale of Registrable Securities, or any
out-of-pocket expenses of JPM (or the agents who manage their accounts) or any transfer taxes
relating to the registration or sale of the Registrable Securities.



     SECTION 2.4 Indemnification by the Company. The Company agrees to indemnify and hold
harmless JPM, its officers, directors and agents, and each Person, if any, who controls JPM within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against
any and all losses, claims, damages and liabilities caused by any untrue statement or alleged
untrue statement of a material fact contained in any registration statement or prospectus relating
to the Registrable Securities (as amended or supplemented if the Company shall have furnished any
amendments or supplements thereto) or any preliminary prospectus, or caused by any omission or
alleged omission to state therein a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances in which they were made, not misleading,
except insofar as such losses, claims, damages or liabilities are caused by any such untrue
statement or omission or alleged untrue statement or omission of material fact so made in reliance
upon and in conformity with information furnished in writing to the Company by JPM or on JPM’s
behalf expressly for inclusion therein.



     SECTION 2.5 Indemnification by JPM. JPM agrees to indemnify and hold harmless the
Company, its officers, directors and agents and each Person, if any, who controls the Company
within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to
the same extent as the foregoing indemnity from the Company to JPM, but only with respect to
information relating to JPM furnished in writing by JPM or on JPM’s behalf expressly for use in any
registration statement or prospectus relating to the Registrable Securities, or any amendment or
supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be
brought against the Company or its officers, directors or agents or any such controlling person, in
respect of which indemnity may be sought against JPM, JPM shall have the rights and duties given to
the Company, and the Company or its officers, directors or agents or such controlling person shall
have the rights and duties given to JPM, by Section 2.4 hereof.



     SECTION 2.6 Conduct of Indemnification Proceedings. In case any proceeding (including
any governmental investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to Sections 2.4 or 2.5 hereof, such person (an
“Indemnified Party”) shall promptly notify the person against whom such indemnity may be
sought (an “Indemnifying Party”) in writing and the Indemnifying Party shall assume the
defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified
Party,



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and shall assume the payment of all fees and expenses. In any such proceeding, any
Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such
counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the
Indemnified Party shall have mutually agreed to the retention of such counsel, (ii) the
Indemnifying Party has not employed counsel to assume the defense of such proceeding within a
reasonable time after receiving notice of the commencement of the proceeding, or (iii) the named
parties to any such proceeding (including any impleaded parties) include both the Indemnified Party
and the Indemnifying Party and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them. It is understood that
the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the
same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of
attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that
all such fees and expenses shall be reimbursed as they are incurred. In the case of any such
separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the
case of Persons indemnified pursuant to Section 2.4 hereof, by JPM and (ii) in the case of
Persons indemnified pursuant to Section 2.5 hereof, the Company. The Indemnifying Party
shall not be liable for any settlement of any proceeding effected without its written consent, but
if settled with such consent, or if there be a final judgment for the plaintiff, the Indemnifying
Party shall indemnify and hold harmless such Indemnified Parties from and against any loss or
liability (to the extent stated above) by reason of such settlement or judgment. Notwithstanding
the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying
Party to reimburse the Indemnified Party for fees and expenses of counsel as contemplated by the
third sentence of this paragraph, the Indemnifying Party agrees that it shall be liable for any
settlement of any proceeding effected without its written consent if (i) such settlement is entered
into more than thirty (30) Business Days after receipt by such Indemnifying Party of the aforesaid
request and (ii) such Indemnifying Party shall not have reimbursed the Indemnified Party in
accordance with such request prior to the date of such settlement. No Indemnifying Party shall,
without the prior written consent of the Indemnified Party, effect any settlement of any pending or
threatened proceeding in which any Indemnified Party is or could have been a party and indemnity
could have been sought hereunder by such Indemnified Party, unless such settlement includes an
unconditional release of such Indemnified Party from all liability arising out of such proceeding.



     SECTION 2.7 Contribution. If the indemnification provided for in Sections 2.4 or
2.5 hereof is unavailable to an Indemnified Party or insufficient in respect of any losses,
claims, damages or liabilities referred to therein, then each such Indemnifying Party, in lieu of
indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such
Indemnified Party as a result of such losses, claims, damages or liabilities as between the Company
on the one hand and JPM on the other, in such proportion as is appropriate to reflect the relative
fault of the Company and of JPM in connection with such statements or omissions which resulted in
such losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of the Company on the one hand and of JPM on the other shall be
determined by reference to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact relates to information
supplied by the Company or JPM, and the Company’s and JPM’s relative



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intent, knowledge, access to information and opportunity to correct or prevent such statement
or omission.



     The Company and JPM agree that it would not be just and equitable if contribution pursuant to
this Section 2.7 were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred to in the
immediately preceding paragraph. The amount paid or payable by an Indemnified Party as a result of
the losses, claims, damages or liabilities referred to in Sections 2.4 and 2.5 hereof shall
be deemed to include, subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such Indemnified Party in connection with investigating or defending any
such action or claim. Notwithstanding the provisions of this Section 2.7, JPM shall not be
required to contribute any amount in excess of the amount by which the total price at which the
securities of JPM were offered to the public exceeds the amount of any damages which JPM has
otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation.



     SECTION 2.8 Rule 144. The Company covenants that it will file any reports required to
be filed by it under the Securities Act and the Exchange Act and that it will take such further
action as any Holder may reasonably request, all to the extent required from time to time to enable
Holders to sell Registrable Securities without registration under the Securities Act within the
limitation of the exemptions provided by (a) Rule 144 or (b) any similar rule or regulation
hereafter adopted by the Commission.



     SECTION 2.9 Holdback Agreements.



     (a) If the Company determines in its good faith judgment that the filing of the Shelf
Registration Statement or the use of any related prospectus would require the disclosure of
non-public material information that the Company has a bona fide business purpose for preserving as
confidential or the disclosure of which would impede the Company’s ability to consummate a material
action, and that the Company is not otherwise required by applicable securities laws or regulations
to disclose, upon written notice of such determination by the Company, the rights of JPM to offer,
sell or distribute any Registrable Securities pursuant to the Shelf Registration Statement or to
require the Company to take action with respect to the registration or sale of any Registrable
Securities pursuant to the Shelf Registration Statement shall be suspended until the earlier of
(i) the date upon which the Company notifies JPM in writing that suspension of such rights for the
grounds set forth in this Section 2.9(a) is no longer necessary and (ii) 120 days. The
Company agrees to give such notice as promptly as practicable following the date that such
suspension of rights is no longer necessary.



     (b) If all reports required to be filed by the Company pursuant to the Exchange Act have not
been filed by the required date without regard to any extension, or if the consummation of any
business combination by the Company has occurred or is probable for purposes of Rule 3-05, Rule
3-14 or Article 11 of Regulation S-X, upon written notice thereof by the



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Company to JPM, the rights of JPM to offer, sell or distribute any Registrable Securities
pursuant to the Shelf Registration Statement or to require the Company to take action with respect
to the registration or sale of any Registrable Securities pursuant to the Shelf Registration
Statement shall be suspended until the date on which the Company has filed such reports or obtained
and filed the financial information required by Rule 3-05, Rule 3-14 or Article 11 of
Regulation S-X to be included or incorporated by reference, as applicable, in the Shelf
Registration Statement, and the Company shall notify JPM as promptly as practicable when such
suspension is no longer required.



ARTICLE III

REPRESENTATIONS




     The Company hereby represents and warrants to JPM as of the date hereof as follows:



     SECTION 3.1 The Shelf Registration Statement has become effective; the Shelf Registration
Statement is an “automatic effective registration statement” as defined under Rule 405 of the
Securities Act that has been filed with the Commission not earlier than three years prior to the
date hereof; and no notice of objection of the Commission to the use of such Shelf Registration
Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities
Act has been received by the Company; no stop order suspending the effectiveness of the Shelf
Registration Statement is in effect, and no proceedings for such purpose or pursuant to Section 8A
of the Securities Act are pending before or, to the knowledge of the Company, threatened by the
Commission. The Company is not an ineligible issuer and is a well-known seasoned issuer, in each
case, as defined under the Securities Act. Pursuant to Rule 456(b)(1) under the Securities Act the
Company will pay the registration fee for JPM’s resale of the Shares within the time period
required by such rule.



     Section 3.2 Except for statements in such documents which do not constitute part of the Shelf
Registration Statement pursuant to Rule 412 of Regulation C under the Securities Act, (i) each
document filed pursuant to the Exchange Act or the Securities Act and incorporated by reference or
deemed to be incorporated by reference in the Prospectus complied when filed or will comply when so
filed in all material respects with the Exchange Act or the Securities Act, as the case may be, and
the applicable rules and regulations of the Commission thereunder, (ii) each part of the Shelf
Registration Statement, when such part became or becomes effective, did not contain any untrue
statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, (iii) each part of the Shelf Registration
Statement, when such part became or becomes effective, and the Prospectus Supplement, complied or
will comply, as the case may be, in all material respects with the Securities Act and the
applicable rules and regulations of the Commission thereunder and (iv) the Shelf Registration
Statement, on the date of filing with the Commission, did not and on the date hereof does not
contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements therein, in the light of the circumstances under which they were made, not
misleading.



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     SECTION 3.3 The Company is duly qualified or registered as a foreign corporation and is in
good standing in California and is in good standing in each other jurisdiction in which such
qualification or registration is required, whether by reason of the ownership or leasing of
property or the conduct of business, except where the failure so to qualify or be registered or to
be in good standing in such other jurisdiction would not result in a material adverse effect on the
consolidated financial position, results of operations or business of the Company, the Operating
Partnership and their subsidiaries, taken as a whole (a “Material Adverse Effect”).



     SECTION 3.4 Each of the subsidiaries of the Company and the Operating Partnership which is a
“significant subsidiary” as defined in Rule 405 of Regulation C under the Act (each, a
“Subsidiary” and, collectively, the “Subsidiaries”) is, as the case may be, duly
incorporated or organized, and is validly existing as a partnership, corporation or limited
liability company in good standing under the laws of its respective jurisdiction of organization,
and has the corporate, partnership or other power and authority to own its property and to conduct
its business as described in the Shelf Registration Statement. Each Subsidiary is duly qualified to
transact business and is in good standing in each jurisdiction in which the conduct of its business
or its ownership or leasing of property requires such qualification, except to the extent that the
failure to be so qualified or be in good standing would not have a Material Adverse Effect; all of
the issued shares of capital stock or other ownership interests of each Subsidiary have been duly
and validly authorized and issued, are fully paid and non-assessable and, except as set forth or
incorporated by reference in the Shelf Registration Statement, are owned directly or indirectly by
the Company or the Operating Partnership, free and clear of all liens, encumbrances, equities or
claims.



     SECTION 3.5 Each of the joint venture partnerships or limited liability companies that is
consolidated in the consolidated financial statements of the Company or that is listed in the
Company’s or the Operating Partnership’s annual report on Form 10-K (together, the “Annual
Report”) for the year ended December 31, 2008 (collectively, the “Joint Ventures”) has
been duly formed and is validly existing as a limited partnership or limited liability company (or
other entity) in good standing under the laws of its state of organization, with power and
authority to own, lease and operate its properties and to conduct the business in which it is
engaged, except where the failure to be duly formed, validly existing or in good standing or where
to own, lease and operate its properties and to conduct its business would not have a Material
Adverse Effect. Each Joint Venture is duly qualified or registered as a foreign limited
partnership or limited liability company (or other entity) to transact business in each
jurisdiction in which such qualification or registration is required, whether by reason of the
ownership or leasing of property or the conduct of business, except where the failure so to qualify
or be registered would not have a Material Adverse Effect. Except as would not have a Material
Adverse Effect, the Company, the Operating Partnership or a subsidiary of the Company or the
Operating Partnership owns the percentage of the partnership or other equity interest in each of
the Joint Ventures as set forth in the Annual Report (the “Joint Venture Interests”), and
each of the Joint Venture Interests is validly issued and fully paid and free and clear of any
security interest, mortgage, pledge, lien encumbrance, claim or equity, except for any security
interest, mortgage, pledge, lien, encumbrance, claim or equity which would not, singly or in the
aggregate, have a Material Adverse Effect. None of the Company, the Operating Partnership or



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any Subsidiary (collectively, “AMB”) has any other interests in joint venture
partnerships or limited liability companies in which unrelated third parties have interests which
are, individually or in the aggregate, material to the consolidated financial position, results of
operations or business of the Company, the Operating Partnership and their subsidiaries, taken as a
whole, other than as set forth in the Annual Report or as reflected in the financial statements and
schedules therein.



     SECTION 3.6 The Company has an authorized capitalization as set forth in the Shelf
Registration Statement, and the authorized capital stock of the Company conforms in all material
respects to the description thereof contained in the Shelf Registration Statement.



     SECTION 3.7 All of the issued and outstanding partnership units of the Operating Partnership
(the “OP Units”) have been duly and validly authorized and issued and conform to the
description thereof contained or incorporated by reference in the Shelf Registration Statement. The
OP Units owned by the Company are owned directly by the Company, free and clear of all liens,
encumbrances, equities or claims.



     SECTION 3.8 There are no legal or governmental proceedings pending or, to the knowledge of the
Company and the Operating Partnership, threatened, to which the Company is a party or to which any
of the properties of the Company is subject that are required to be described in the Shelf
Registration Statement and are not so described or incorporated by reference, or any statutes,
regulations, contracts or other documents that are required to be described in the Shelf
Registration Statement that are not described, incorporated by reference or filed as required.



     SECTION 3.9 None of the Company, the Operating Partnership or any Subsidiary is an “investment
company” as such term is defined in the Investment Company Act of 1940, as amended.



     SECTION 3.10 Other than as contemplated by the Shelf Registration Statement and as
contemplated hereby, there are no contracts, agreements or understandings between the Company and
any person granting such person the right to require the Company to file a registration statement
under the Securities Act with respect to any securities of the Company, other than with respect to
a de minimis number of shares of the Company’s common stock, par value $0.01, of the Company, or to
require the Company to include such securities with the Shares registered pursuant to the Shelf
Registration Statement.



     SECTION 3.11 There has not occurred any material adverse change, or any development involving
a prospective material adverse change, in the condition, financial or otherwise, or in the
earnings, business or operations of the Company, the Operating Partnership, and their subsidiaries,
taken as a whole, from that set forth or incorporated by reference in the Shelf Registration
Statement. Subsequent to the respective dates as of which information is given in the Shelf
Registration Statement, except as described in or contemplated by the Shelf Registration Statement,
(i) AMB has not incurred any liability or obligation, direct or contingent, nor entered into any
transaction not in the ordinary course of business that is material with



11









 







respect to the Company, the Operating Partnership and their subsidiaries, taken as a whole;
(ii) the Company has not purchased any of its outstanding capital stock other than pursuant to its
stock repurchase program, nor declared, paid or otherwise made any dividend or distribution of any
kind on its capital stock other than regular quarterly cash dividends; (iii) the Operating
Partnership has not purchased any of its outstanding OP Units, nor declared, paid or otherwise made
any dividend or distribution of any kind on its OP Units other than in the normal course of
business, and (iv) there has not been any change in the capital stock or increase in the short-term
debt or long-term debt that is, in either case, material with respect to AMB taken as a whole
(excluding debt resulting from a draw down on the credit facilities of the Company, the Operating
Partnership or any of their subsidiaries).



     SECTION 3.12 Except as otherwise disclosed in the Shelf Registration Statement, the Company,
the Operating Partnership and their respective subsidiaries each has good and marketable title to,
or valid and enforceable leasehold estates in, all items of real and personal property referred to
therein as owned or leased by them, in each case free and clear of all liens, encumbrances, claims,
security interests and defects, other than those referred to therein or which would not materially
affect the value thereof or materially interfere with the use made or to be made by them.



     SECTION 3.13 Except as disclosed or incorporated by reference in the Shelf Registration
Statement: The Company and the Operating Partnership each has no knowledge of any of the following
which could have a Material Adverse Effect: (1) the unlawful presence of any hazardous substances,
hazardous materials, toxic substances or waste materials (collectively, “Hazardous
Materials”) on any of the properties currently owned by it or any of its subsidiaries or any of
the properties previously owned by it or any of its subsidiaries for which it retains any liability
with respect to Hazardous Materials or (2) any unlawful spills, releases, discharges or disposal of
Hazardous Materials that have occurred or are presently occurring off such properties as a result
of any construction on or operation and use of such properties. In connection with the construction
on or operation and use of the properties owned by the Company, the Operating Partnership or any of
their respective subsidiaries, the Company and the Operating Partnership each represents that it
has no knowledge of any material failure to comply with all applicable local, state and federal
environmental laws, regulations, ordinances and administrative and judicial orders relating to the
generation, recycling, reuse, sale, storage, handling, transport and disposal of any Hazardous
Materials.



     SECTION 3.14 The independent auditors of the Company, who have certified certain financial
statements incorporated by reference in the Shelf Registration Statement are independent public
accountants as required by the Securities Act and the rules and regulations of the Commission
thereunder during the periods covered by the financial statements on which they reported contained
in the Shelf Registration Statement.



     SECTION 3.15 AMB is insured by insurers of recognized financial responsibility against such
losses and risks and in such amounts as are prudent and customary in the businesses in which they
are engaged; AMB has not been refused any insurance coverage sought or applied for; and AMB does
not have any reason to believe that it will not be able to renew its existing



12









 







insurance coverage as and when such coverage expires or to obtain similar coverage from
similar insurers as may be necessary to continue its business at a cost that would not have a
Material Adverse Effect, except as described in or contemplated by the Shelf Registration
Statement.



     SECTION 3.16 AMB possesses all certificates, authorizations and permits issued by the
appropriate federal, state or foreign regulatory authorities necessary to conduct its businesses,
except where the failure to possess such certificates, authorizations and permits, singly or in the
aggregate, would not result in a Material Adverse Effect, and AMB has not received any notice of
proceedings relating to the revocation or modification of any such certificate, authorization or
permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or
finding, would result in a Material Adverse Effect, except as described in or contemplated by the
Shelf Registration Statement.



     SECTION 3.17 AMB has filed all Federal, state, and local income tax returns which have been
required to be filed and has paid all taxes required to be paid and any other assessment, fine or
penalty levied against it, to the extent that any of the foregoing is due and payable, except, in
all cases, for any such tax, assessment, fine or penalty that is being contested in good faith (and
except in any case in which the failure to so file or pay would not have a Material Adverse
Effect).



     SECTION 3.18 The financial statements (including the notes thereto) included or incorporated
by reference in the Shelf Registration Statement present fairly in all material respects the
financial position of the respective entity or entities presented therein at the respective dates
indicated and the results of their operations for the respective periods specified, and except as
otherwise stated or incorporated by reference in the Shelf Registration Statement, said financial
statements have been prepared in conformity with generally accepted accounting principles
(“GAAP”) applied on a consistent basis. The supporting schedules included in the Shelf
Registration Statement present fairly in all material respects the information required to be
stated or incorporated by reference therein. The financial information and data included in the
Shelf Registration Statement present fairly in all material respects the information included
therein and have been prepared on a basis consistent with that of the books and records of the
respective entities presented therein. Pro forma financial information included or incorporated by
reference in the Shelf Registration Statement has been prepared in accordance with the applicable
requirements of Rules 11-01 and 11-02 of Regulation S-X under the Securities Act, and the necessary
pro forma adjustments have been properly applied to the historical amounts in the compilation of
such information, and, in management’s opinion, the assumptions used in the preparation thereof are
reasonable and the adjustments used therein are appropriate to give effect to the transactions and
circumstances referred to therein.



     SECTION 3.19 There is and has been no failure on the part of AMB or any of AMB’s directors or
officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of
2002 and the rules and regulations promulgated in connection therewith, including Section 402
related to loans and Sections 302 and 906 related to certifications.



13









 





     SECTION 3.20 AMB maintains an effective system of “disclosure controls and procedures” (as
defined in Rule 13a-15(e) of the Exchange Act) that is designed to ensure that information required
to be disclosed by AMB in reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the Commission’s rules and
forms, including controls and procedures designed to ensure that such information is accumulated
and communicated to AMB’s management as appropriate to allow timely decisions regarding required
disclosure. AMB and its subsidiaries have carried out evaluations of the effectiveness of their
disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act.



     SECTION 3.21 AMB maintains systems of “internal control over financial reporting” (as defined
in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and
have been designed by, or under the supervision of, their respective principal executive and
principal financial officers, or persons performing similar functions, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with GAAP, including, but not limited to internal
accounting controls sufficient to provide reasonable assurance that (i) transactions are executed
in accordance with management’s general or specific authorizations; (ii) transactions are recorded
as necessary to permit preparation of financial statements in conformity with generally accepted
accounting principles and to maintain asset accountability; (iii) access to assets is permitted
only in accordance with management’s general or specific authorization; and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable intervals and
appropriate action is taken with respect to any differences. Except as disclosed in the Shelf
Registration Statement, there are no material weaknesses in AMB’s internal controls.



     SECTION 3.22 AMB is currently in compliance with all presently applicable provisions of the
Americans with Disabilities Act, except for such noncompliance which would not, singly or in the
aggregate, have a Material Adverse Effect, and no failure of AMB to comply with all presently
applicable provisions of the Americans with Disabilities Act would have a Material Adverse Effect.



     SECTION 3.23 The Company has elected to be taxed as a “real estate investment trust” under the
Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable year
ended December 31, 1997; the Company has qualified and expects that it will continue to qualify as
a “real estate investment trust” under the Code beginning with its taxable year ended December 31,
1997; and the Company’s present and contemplated operations, assets and income will enable it to
meet the requirements for qualification as a “real estate investment trust” under the Code.



     SECTION 3.24 Neither the Company, the Operating Partnership nor any Subsidiary, nor any of
their directors, officers or controlling persons, has taken or will take, directly or indirectly,
any action designed to cause or result under the Exchange Act, or otherwise in, or which has
constituted or which reasonably might be expected to constitute, the unlawful stabilization or
manipulation of the price of any security of the Company to facilitate the resale of the Shares.



14









 





ARTICLE IV

MISCELLANEOUS




     SECTION 4.1 Remedies. In addition to being entitled to exercise all rights provided
herein and granted by law, including recovery of damages, JPM shall be entitled to specific
performance of the rights under this Agreement. The Company agrees that monetary damages would not
be adequate compensation for any loss incurred by reason of a breach by it of the provisions of
this Agreement and hereby agrees to waive the defense in any action for specific performance that a
remedy at law would be adequate.



     SECTION 4.2 Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given without the prior written consent of the
Company and JPM. 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 a waiver of any such breach or any other
covenant, duty, agreement or condition.



     SECTION 4.3 Termination. Unless earlier terminated as provided hereunder, this
Agreement shall terminate automatically on the date when no Registrable Securities remain
outstanding; provided that Sections 2.4 through 2.7, Section 4.4 and
Section 4.7 shall survive termination of this Agreement. This Agreement may be terminated
at any time by the mutual written consent of the parties, effective as of the date of such mutual
written consent unless otherwise provided in such written consent.



     SECTION 4.4 Notices. All notices and other communications in connection with this
Agreement shall be made in writing by hand delivery, registered first-class mail, telex,
telecopier, or air courier guaranteeing overnight delivery:




	 	(1)	 	if to JPM:




J.P. Morgan Securities Inc.

270 Park Avenue

New York, NY 10017

Attn: Chad Parson

Facsimile Number: (212) 834-6500





With a copy to:


Julia K. Cowles, Esq.

Davis Polk & Wardwell LLP

1600 El Camino Real

Menlo Park, CA 94025

Facsimile: (650) 752-3607




15









 









	 	(2)	 	if to the Company:




AMB Property Corporation

Pier 1, Bay 1

San Francisco, CA 94111

Attn: General Counsel

Facsimile Number: (415) 394-9001





With a copy to:


Laura L. Gabriel, Esq.

Latham & Watkins LLP

505 Montgomery Street, 20th Floor

San Francisco, California 94111

Facsimile: (415) 395-8095




     All such notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; when received if deposited in the mail, postage
prepaid, if mailed; when receipt acknowledged, if telecopied; and on the next Business Day, if
timely delivered to an air courier guaranteeing overnight delivery.



     SECTION 4.5 Successors and Assigns. Except as expressly provided in this Agreement,
the rights and obligations of JPM under this Agreement shall not be assignable by any Holder to any
Person that is not a Holder. This Agreement shall be binding upon the parties hereto and their
respective successors and assigns.



     SECTION 4.6 Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall constitute one and the same
agreement. Each party shall become bound by this Agreement immediately upon affixing its signature
hereto. Counterparts hereof containing facsimile or .pdf copy signatures shall have the same force
and effect as original signed counterparts.



     SECTION 4.7 Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York without regard to the choice of law
provisions thereof.



     SECTION 4.8 Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held invalid, illegal or
unenforceable, the validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions contained herein shall not be affected or impaired thereby.



     SECTION 4.9 Entire Agreement. This Agreement and the Purchase Agreement are intended
by the parties as a final expression of their agreement and intended to be a complete and



16









 







exclusive statement of the agreement and understanding of the parties hereto in respect of the
subject matter contained herein. There are no restrictions, promises, warranties or undertakings,
other than those set forth or referred to herein with respect to the registration rights granted by
the Company with respect to the Registrable Securities. This Agreement and the Purchase Agreement
supersede all prior agreements and understandings between the parties with respect to such subject
matter.



     SECTION 4.10 Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.



     SECTION 4.11 No Third Party Beneficiaries. Nothing express or implied herein is
intended or shall be construed to confer upon any person or entity, other than the parties hereto
and their respective successors and assigns, any rights, remedies or other benefits under or by
reason of this Agreement.



(Signature Page Follows)




17









 





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



	 	 	 	 	 
	 	AMB PROPERTY CORPORATION,

a Maryland corporation

 	 
	 	By:  	/s/ Jaime Cannon	 
	 	 	Name:  	Jaime Cannon 	 
	 	 	Title:  	Vice President, Treasury 	 
	 
	 	J.P. MORGAN SECURITIES INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Chadwick S. Parson	 
	 	 	Name:  	Chadwick S. Parson	 
	 	 	Title:  	Managing Director	 
	 



[Signature Page to Registration Rights Agreement]