exv4w2






Exhibit 4.2




NINTH SUPPLEMENTAL INDENTURE



NINTH SUPPLEMENTAL INDENTURE, dated as of November 20, 2009 (this “Ninth Supplemental Indenture”),
by and among AMB PROPERTY, L.P., a Delaware limited partnership (the “Operating Partnership”), AMB
PROPERTY CORPORATION, a Maryland corporation and the sole general partner of the Operating
Partnership (the “Parent Guarantor”), and U.S. BANK NATIONAL ASSOCIATION, a national association
organized and existing under the laws of the United States of America, as successor-in-interest to
State Street Bank and Trust Company of California, N.A. (the “Predecessor Trustee”), as trustee
hereunder (the “Trustee”).




WITNESSETH:




     WHEREAS, reference is hereby made to the Indenture dated as of June 30, 1998, by and among the
Operating Partnership, the Parent Guarantor and the Predecessor Trustee (the “Base Indenture”), as
supplemented by that certain First Supplemental Indenture dated as of June 30, 1998, by and among
the Operating Partnership, the Parent Guarantor and the Predecessor Trustee, that certain Second
Supplemental Indenture dated as of June 30, 1998, by and among the Operating Partnership, the
Parent Guarantor and the Predecessor Trustee, that certain Third Supplemental Indenture dated as of
June 30, 1998, by and among the Operating Partnership, the Parent Guarantor and the Predecessor
Trustee, that certain Fourth Supplemental Indenture dated as of August 15, 2000, by and among the
Operating Partnership, the Parent Guarantor and the Predecessor Trustee, that certain Fifth
Supplemental Indenture dated as of May 7, 2002, by and among the Operating Partnership, the Parent
Guarantor and the Trustee , that certain Sixth Supplemental Indenture dated as of July 11, 2005, by
and among the Operating Partnership, the Parent Guarantor and the Trustee, that certain Seventh
Supplemental Indenture dated August 10, 2006, by and among the Operating Partnership, the Parent
Guarantor and the Trustee, and that certain Eighth Supplemental Indenture dated November 29, 2009,
by and among the Operating Partnership, the Parent Guarantor and the Trustee (as so supplemented,
and as supplemented by this Ninth Supplemental Indenture, together, the “Indenture”).



     WHEREAS, pursuant to a Board Resolution or authority granted thereby, the Operating
Partnership has authorized the issuance of $250,000,000 in aggregate principal amount of its 6.625%
Notes due 2019 as a new series of Securities under the Indenture (the “Notes”).



     WHEREAS, the Operating Partnership desires to establish the terms of the Notes in accordance
with Section 301 of the Base Indenture and to establish the form of the Notes in accordance with
Section 201 of the Base Indenture.



     WHEREAS, all things necessary to make this Ninth Supplemental Indenture a valid agreement of
the Operating Partnership and the Parent Guarantor in accordance with the terms of the Base
Indenture have been done.



     NOW THEREFORE, the Operating Partnership and the Trustee hereby deliver this Ninth
Supplemental Indenture as follows:



ARTICLE I.

TERMS




     SECTION 101. TERMS OF SECURITIES. There is hereby established and authorized for issuance by
the Operating Partnership a series of Securities (as defined in the Base Indenture), the terms of
which shall be as follows:



 









 




     (1) The Notes shall constitute a series of Securities having the title “6.625% Notes due
2019.”


     (2) The aggregate principal amount of the Notes that may be authenticated and delivered under
the Indenture (except for Notes authenticated and delivered upon registration of transfer of or in
exchange for or in lieu of other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Base
Indenture) shall be $250,000,000. The Operating Partnership may issue additional Notes from time to
time after the date hereof, and such additional Notes will be treated as a single class with the
previously issued Notes for all purposes under the Indenture.


     (3) The entire outstanding principal of the Notes will mature on December 1, 2019 (the “Stated
Maturity Date”).


     (4) The rate at which the Notes shall bear interest shall be 6.625% per annum; the date from
which interest shall accrue shall be November 20, 2009; the Interest Payment Dates for the Notes on
which interest will be payable shall be June 1 and December 1 in each year, beginning June 1, 2010;
the Regular Record Dates for the interest payable on the Notes on any Interest Payment Date shall
be the 15th calendar day preceding the applicable Interest Payment Date.


     (5) The Place of Payment where the principal of and interest on the Notes shall be payable and
Notes may be surrendered for the registration of transfer or exchange shall be at U.S. Bank
National Association, 100 Wall Street, Suite 1600, New York, New York 10005. The place where
notices or demands to or upon the Operating Partnership in respect of the Notes and the Indenture
may be served shall be U.S. Bank National Association, 100 Wall Street, Suite 1600, New York, New
York 10005.


     (6) The Notes shall not be redeemable at the option of any Holder thereof, upon the occurrence
of any particular circumstances or otherwise. The Notes shall be redeemable at the option of the
Operating Partnership as provided in Article XI of the Base Indenture, except that the redemption
price shall be equal to the greater of (i) 100% of the principal amount of the notes to be redeemed
and (ii) the sum of the present values of the remaining scheduled payments of principal and
interest thereon (exclusive of interest accrued to such redemption date) discounted to such
redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus 50 basis points, plus accrued and unpaid interest on the principal amount
being redeemed to such redemption date; provided that installments of interest on the notes which
are due and payable on an interest payment date falling on or prior to the relevant redemption date
shall be payable to the holders of such of the notes registered at the close of business on the
relevant record date according to their terms and the provisions of the Indenture.


     (7) The Trustee shall also be the Security Registrar and Paying Agent for the Notes.


     (8) The Holders of the Notes shall have no special rights in addition to those provided in the
Indenture upon the occurrence of any particular events.


     (9) The Notes shall have no additional Events of Default in addition to the Events of Default
set forth in Article V of the Base Indenture.


     (10) Interest on any Note shall be payable only to the Person in whose name that Note is
registered at the close of business on the Regular Record Date for such interest payment.


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     (11) The Notes shall not be subordinated to any other debt of the Operating Partnership, and
shall constitute senior unsecured obligations of the Operating Partnership.


     (12) The Notes will be unconditionally guaranteed on an unsecured basis by the Parent
Guarantor and, if required by Section 1013 of the Base Indenture, the Subsidiary Guarantors.


     SECTION 102. FORM OF NOTE. The form of the Note is attached hereto as EXHIBIT A.


     SECTION 103. FORM OF SUBSIDIARY GUARANTEE. The form of the Subsidiary Guarantee which shall be
executed if required pursuant to Section 1013 of the Base Indenture is attached hereto as
EXHIBIT B.


     SECTION 104. FORM OF GUARANTEES. There are hereby authorized for issuance by the Parent
Guarantor Guarantees (as defined in the Indenture) of the Notes, which Guarantees shall be in the
form of, and shall have the terms set forth in, the specimen of “Parent Guarantee” endorsed on the
specimen Note attached hereto as EXHIBIT A.


ARTICLE II.

MISCELLANEOUS



     SECTION 201. DEFINITIONS. Capitalized terms used but not defined in this Ninth Supplemental
Indenture shall have the meanings ascribed thereto in the Indenture, except the following terms
shall have the meanings below:


     (1) “Independent Investment Banker” shall mean Banc of America Securities LLC or, if such firm
is unwilling or unable to select the Comparable Treasury Issue (as defined in the Indenture), an
independent investment banking institution of national standing appointed by the Trustee after
consultation with the Operating Partnership.


     (2) “Reference Treasury Dealer” shall mean Banc of America Securities LLC and an additional
Reference Treasury Dealer appointed by the Trustee after consultation with the Operating
Partnership and their successors; provided, however, that if Banc of America Securities LLC or such
additional Reference Treasury Dealer and their successors shall cease to be a primary U.S.
Government securities dealer in New York City, the Operating
Partnership will substitute therefor
another Primary Treasury Dealer.


     SECTION 202. EFFECTIVENESS. Upon the execution of this Ninth Supplemental Indenture, the
Indenture shall be modified in accordance therewith and this Ninth Supplemental Indenture shall
form a part of the Indenture for all purposes; and every Holder of the Notes theretofore
authenticated and delivered under the Indenture shall be bound thereby.


     SECTION 203. CONFIRMATION OF INDENTURE. The Base Indenture, as heretofore supplemented and
amended by this Ninth Supplemental Indenture, is in all respects ratified and confirmed, and the
Base Indenture, this Ninth Supplemental Indenture and all indentures supplemental thereto shall be
read, taken and construed as one and the same instrument. 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, the Fifth Supplemental Indenture dated as of May 7, 2002, the Sixth Supplemental
Indenture dated as of July 11, 2005, the Seventh Supplement Indenture dated as of August 10, 2006
and the Eighth Supplement Indenture dated as of November 20, 2009, by and among the Operating
Partnership, the Parent Guarantor and either the Predecessor Trustee or the Trustee, shall not be
binding on, and shall have no force and effect with respect to, the Notes (as defined herein).


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     SECTION 204. CONCERNING THE TRUSTEE. The Trustee assumes no duties, responsibilities or
liabilities by reason of this Ninth Supplemental Indenture other than as set forth in the Indenture
and, in carrying out its responsibilities hereunder, shall have all of the rights, protections and
immunities which it possesses under the Indenture. The Trustee shall
not be responsible for or in respect of the validity and sufficiency
of this Ninth Supplemental Indenture or for or in respect of the
recitals contained herein, all of which recitals are made by the
Operating Partnership and Parent Guarantor only.


     SECTION 205. GOVERNING LAW. This Ninth Supplemental Indenture, the Indenture and the Notes
shall be governed by and construed in accordance with the internal laws of the State of New York.


     SECTION 206. SEPARABILITY. In case any provision in this Ninth Supplemental Indenture shall
for any reason be held to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


     SECTION 207. COUNTERPARTS. This Ninth Supplemental Indenture may be executed in any number of
counterparts each of which shall be an original, but such counterparts shall together constitute
but one and the same instrument.


     SECTION 208. HEADINGS. The headings used for Articles and Sections herein are for
convenience only and shall not affect the construction hereof.


[Intentionally Left Blank]



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IN WITNESS WHEREOF, the parties hereto have caused this Ninth Supplemental Indenture to be duly
executed as of the day and year first above written.


	 	 	 	 	 
	 	AMB PROPERTY, L.P.

 	 
	 	By:  	AMB PROPERTY CORPORATION,
 	 
	 	 	its sole general partner 	 
	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Jaime Cannon 	 
	 	 	Title:  	Vice President, Treasury 	 
	 



	 	 	 	 	 
	 	AMB PROPERTY CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	Jaime Cannon 	 
	 	 	Title:  	Vice President, Treasury 	 
	 



	 	 	 	 	 
	U.S. BANK NATIONAL ASSOCIATION,

as Trustee

 	 	 
	By:  	 	 	 
	 	Name:  	Bradley Scarbrough 	 	 
	 	Title:  	Vice President 	 	 
	 



 







 









Exhibit B




SUBSIDIARY GUARANTEE




FOR VALUE RECEIVED, the undersigned hereby jointly and severally with the Parent Guarantor pursuant
to the Parent Guarantee and any other Subsidiary Guarantors under their respective Subsidiary
Guarantees, unconditionally guarantees to the Holder of the accompanying 6.625% Note due 2019 (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 thereto, the Second Supplemental
Indenture thereto, the Third Supplemental Indenture thereto, the Fourth Supplemental Indenture
thereto, the Fifth Supplemental Indenture thereto, the Sixth Supplemental Indenture thereto, the
Seventh Supplemental Indenture thereto, the Eighth Supplemental Indenture thereto and the Ninth
Supplemental Indenture thereto, the “Indenture”) among the Operating Partnership, AMB Property
Corporation, and U.S. Bank National Association, as successor-in-interest to State Street Bank and
Trust Company of California, N.A., as trustee hereunder (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 Stated Maturity, by acceleration, by redemption 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. The undersigned hereby agrees,
jointly and severally with the Parent Guarantor pursuant to the Parent Guarantee and any other
Subsidiary Guarantors under their respective Subsidiary Guarantees, 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 the Notes; (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 the Notes; (d) the modification or
amendment (whether material or otherwise) of any obligation, covenant or agreement set forth in the
Indenture or the Notes; (e) the taking or the omission of any of the actions referred to in the
Indenture and in any of the actions under the Notes; (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 the Notes; (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 Subsidiary 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 the Notes; (k)
the invalidity, irregularity or unenforceability of the Indenture or the Notes or any part of any
thereof; (l) any judicial or governmental action affecting the Operating Partnership or any Notes
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 the Operating Partnership, any right
to require a proceeding first against the Operating Partnership, protest or notice with respect to
such Notice or the indebtedness evidenced thereby and all demands whatsoever, and covenants that
this Subsidiary Guarantee will not be discharged except by complete performance of the obligations
contained in such Note and in this Subsidiary Guarantee. No reference herein to such Indenture and
no provision of this Subsidiary 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 SUBSIDIARY GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS
OF THE STATE OF NEW YORK.




The validity and enforceability of this Subsidiary 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 the Notes shall constitute an event of default under
this Subsidiary Guarantee, and shall entitle the Holders of Notes 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 Subsidiary Guarantee to the contrary, the undersigned
hereby waives any claims or other rights which it may now have or hereafter acquire against the
Operating Partnership that arise from the existence or performance of its obligations under this
Subsidiary 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 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 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 Subsidiary Guarantor hereby agrees not to exercise any rights which may
be acquired by way of contribution under this Subsidiary 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 any such
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 Operating Partnership to a
Holder that is at any time determined to be a Preferential Payment (as defined below), then such
amount paid to any of the undersigned shall be held in trust for the benefit of the Holders 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 the Operating Partnership makes any payment to the Holders 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, each of 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 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 each of the undersigned shall not enforce any of
its respective portion of the Guarantors’ 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 the Operating Partnership or the undersigned to Holders may be determined to be a
Preferential Payment.



The undersigned’s liability shall be that amount from time to time equal to the aggregate liability
of the undersigned hereunder, but shall be limited to the lesser of (A) the aggregate amount of the
obligation as stated in the second sentence of Section 1401 of the Indenture, and (B) the amount,
if any, which would not have (i) rendered the undersigned “insolvent” (as such term is defined in
Section 101(29) of the Federal Bankruptcy Code and in Section 271 of the Debtor and Creditor Law of
the State of New York, as each is in effect at the date of the Indenture) or (ii) left the
undersigned with unreasonably small capital at the time its Guarantee was entered into, after
giving effect to the incurrence of existing Debt (as defined in the Indenture) immediately prior to
such time, provided that, it shall be a presumption in any lawsuit or other proceeding in which the
undersigned is a party that the amount guaranteed is the amount set forth in (A) above unless a
creditor, or representative of creditors of the undersigned or a trustee in bankruptcy of the
undersigned, as debtor in possession, otherwise proves in such a lawsuit that the aggregate
liability of the undersigned is limited to the amount set forth in (B). In making any determination
as to the solvency or sufficiency of capital of the undersigned in accordance with the previous
sentence, the right of the undersigned to contribution from other Guarantors, to subrogation and
any other rights the undersigned may have, contractual or otherwise, shall be taken into account.



The obligations of the undersigned to the Holders of the Notes and to the Trustee pursuant to the
Subsidiary 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 the Subsidiary Guarantee and all
of the other provisions of the Indenture to which this Subsidiary Guarantee relates.



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



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



Dated:                     




	 	 	 	 	 
	[NAME OF SUBSIDIARY]	 	 
	By: