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                                                                     EXHIBIT 4.1

                          REGISTRATION RIGHTS AGREEMENT

        THIS REGISTRATION RIGHTS AGREEMENT, dated as of September 21, 2001 (this
"Agreement"), is entered into by and among AMB Property Corporation, a Maryland
corporation (the "Company"), AMB Property, L.P., a Delaware limited partnership
(the "Operating Partnership"), and the unit holders whose names are set forth on
the signature pages hereto (each, a "Unit Holder" and collectively, the "Unit
Holders").

                                    RECITALS

        WHEREAS, in connection with the offering of 7.95% Series J Cumulative
Redeemable Preferred Units of the Operating Partnership (the "OP Units"), GSEP
2001 Realty Corp., a Delaware corporation (the "Contributor"), desires to
contribute to the Operating Partnership cash in return for the OP Units on the
terms and conditions set forth in the Contribution Agreement, dated September
21, 2001 (the "Contribution Agreement"), by and among the Company, the Operating
Partnership, Goldman Sachs 2001 Exchange Place Fund, L.P., a Delaware limited
partnership, and the Contributor;

        WHEREAS, the Unit Holders will receive the OP Units in exchange for cash
to the Contributor;

        WHEREAS, pursuant to the Partnership Agreement (as defined below), the
OP Units owned by the Unit Holders will be redeemable for cash or exchangeable
for shares of the Company's 7.95% Series J Cumulative Redeemable Preferred Stock
(the "Preferred Stock") upon the terms and subject to the conditions contained
therein; and

        WHEREAS, in order to induce the Contributor to enter into the
Contribution Agreement, the Company and the Operating Partnership have agreed to
provide registration rights set forth herein to the Contributor and any
subsequent holder or holders of the OP Units.

        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:

                                    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,


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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 Supplementary" means the Articles Supplementary of the
Company, filed with the Maryland State Department of Assessments and Taxation on
September 24, 2001, designating the Preferred Stock.

        "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.

        "Contribution Agreement" means the Contribution Agreement, dated
September 21, 2001, by and among the Company, the Operating Partnership, Goldman
Sachs 2001 Exchange Place Fund, L.P. and the Contributor.

        "Contributor" means GSEP 2001 Realty Corp., a Delaware corporation.

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

        "Exchangeable OP Units" means OP Units which may be redeemable for cash
pursuant to Section 18.5 of the Partnership Agreement or exchangeable for
Preferred Stock or redeemable for cash pursuant to Section 18.8 of the
Partnership Agreement.

        "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.

        "Incapacitated" shall have the meaning set forth in the Partnership
Agreement.

        "OP Units" means 7.95% Series J Cumulative Redeemable Preferred Units of
the Operating Partnership.

        "Ownership Limit Provisions" mean the various provisions of the Articles
Supplementary



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set forth in Section 7 of Article Third thereof restricting the ownership of
Preferred Stock by certain Persons to specified percentages of the outstanding
Preferred Stock.

        "Partnership Agreement" means the Fifth Amended and Restated Agreement
of Limited Partnership of the Operating Partnership, dated as of September 21,
2001, as the same may be amended, modified or restated from time to time.

        "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.

        "Preferred Stock" means the Company's 7.95% Series J Cumulative
Redeemable Preferred Stock.

        "Registrable Securities" means shares of Preferred Stock of the Company
at any time owned, either of record or beneficially, by any Holder issued upon
exchange of Exchangeable OP Units and any securities issued or issuable with
respect to the Preferred Stock by way of a stock split or stock dividend or in
connection with a combination of shares, recapitalization, merger, consolidation
or other reorganization 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)
such shares are sold under circumstances in which all of the applicable
conditions of Rule 144 are met or under which such shares may be sold pursuant
to Rule 144(k) under the Securities Act or (iii) 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.

        "Selling Holder" means a Holder who is selling Registrable Securities
pursuant to a registration statement under the Securities Act pursuant to this
Agreement.

        "Underwriter" means a securities dealer who purchases any Registrable
Securities as principal and not as part of such dealer's market-making
activities.



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                                   ARTICLE II
                               REGISTRATION RIGHTS

        SECTION 2.1 Shelf Registration. The Company shall prepare and file with
the Commission a "shelf" registration statement on any form for which the
Company then qualifies or which counsel for the Company shall deem appropriate
and which form shall be available for the resale of the Registrable Securities
by the Holders for an offering to be made on a continuous or delayed basis
pursuant to Rule 415 under the Securities Act (the "Shelf Registration
Statement") as soon as practicable but in any event not later than 60 days after
the date the OP Units are exchanged for shares of Preferred Stock and shall use
its best efforts to cause the Shelf Registration Statement to be declared
effective within 120 days after the date of such exchange. The Company shall use
its best efforts to keep such Shelf Registration Statement continuously
effective until the earliest of (A) 24 months following the effective date of
the Shelf Registration Statement, (B) such time as all of the Registrable
Securities have been sold pursuant to the Shelf Registration Statement or Rule
144 and (C) 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. In connection
with any Shelf Registration Statement, the Company will use its best efforts to
effect the registration and the sale of such Registrable Securities in
accordance with the Selling Holders' intended method of disposition thereof as
quickly as practicable, and in connection therewith:

        (a) The Company will, if requested, prior to filing a registration
statement or prospectus or any amendment or supplement thereto, furnish to each
Selling Holder and each Underwriter, if any, of the Registrable Securities
covered by such registration statement or prospectus copies of such registration
statement or prospectus or any amendment or supplement thereto as proposed to be
filed, and thereafter furnish to such Selling Holder and Underwriter, if any,
one conformed copy of such registration statement, each amendment thereof and
supplement thereto (in each case including all exhibits thereto and documents
incorporated by reference therein; provided, that each such exhibit need only be
provided once), and such number of copies of the prospectus included in such
registration statement (including each preliminary prospectus) and such other
documents as such Selling Holder or Underwriter may reasonably request in order
to facilitate the disposition of the Registrable Securities owned by such
Selling Holder; subject to the limitations and provisions contained herein, the
Company consents to the use of any such prospectus, including each preliminary
prospectus, by such Selling Holder in connection with the offering and sale of
the Registrable Securities covered by such prospectus.

        (b) After the filing of the registration statement, the Company will
promptly notify each Selling Holder of Registrable Securities covered by such
registration statement (i) when a registration statement has become effective
and when any post-effective amendments and supplements thereto become effective,
and (ii) of any stop order issued or threatened by the Commission, and the
Company will take all reasonable actions required to prevent the entry of such
stop order or to remove it if entered; in the event the Company shall give
notice of any



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issued stop order under Section 2.2(b)(ii) hereof, 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 giving of notice pursuant to
Section 2.2(b)(ii) hereof to the date the Company shall give notice to the
Selling Holders of the removal of such stop order.

        (c) 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
any Selling Holder or managing Underwriter or Underwriters, if any, reasonably
(in light of such Selling Holder'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 such Selling Holder to
consummate the disposition of the Registrable Securities owned by such Selling
Holder; 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 (c), (B) subject itself to taxation in any such
jurisdiction or (C) consent to general service of process in any such
jurisdiction.

        (d) The Company will promptly notify each Selling Holder 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
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 each Selling Holder a reasonable
number of copies of any such supplement or amendment.

        (e) The Company will enter into customary agreements (including an
underwriting agreement, if any, in customary form) and take such other actions
as are reasonably required in order to expedite or facilitate the disposition of
such Registrable Securities.

        (f) The Company will make available for inspection by any Selling Holder
of such Registrable Securities, any Underwriter participating in any disposition
pursuant to such registration statement and any attorney, accountant or other
professional retained by any such Selling Holder or Underwriter (collectively,
the "Inspectors"), all financial and other records, pertinent corporate
documents and properties of the Company (collectively, the "Records") as shall
be reasonably necessary to enable them to exercise their due diligence
responsibility, and cause the Company's officers, directors and employees to
supply all information reasonably requested by any Inspectors in connection with
such registration statement. Records which the Company determines, in good
faith, to be confidential and which it notifies the Inspectors are confidential
shall not be disclosed by the Inspectors unless (i) the disclosure of such
Records is necessary to avoid or correct a misstatement or omission in such
registration statement, (ii) the



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release of such Records is ordered pursuant to a subpoena or other order from a
court of competent jurisdiction or (iii) such Records have been generally made
available to the public. Each Selling Holder of such Registrable Securities
agrees that information obtained by it as a result of such inspections shall be
deemed confidential and shall not be used by it as the basis for any market
transactions in the securities of the Company or its Affiliates or otherwise
disclosed by it unless and until such is made generally available to the public.
Each Selling Holder of such Registrable Securities further agrees that it will,
upon learning that disclosure of such Records is sought in a court of competent
jurisdiction, give notice to the Company and allow the Company, at its expense,
to undertake appropriate action to prevent disclosure of the Records deemed
confidential.

        (g) 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).

        (h) The Company will use its best efforts to cause all such Registrable
Securities to be listed (i) on each securities exchange on which similar
securities issued by the Company are then listed or (ii) if similar securities
issued by the Company are not at the time listed on any securities exchange, on
the securities exchange on which the Company's common shares are then listed.

        (i) The Company will use its best efforts to obtain CUSIP numbers for
the Preferred Stock not later than the effective date of the Shelf Registration
Statement and will provide and cause to be maintained a transfer agent for all
Registrable Securities covered by any registration statement from and after a
date not later than the effective date of such registration statement.

        The Company may require, as a condition precedent to the obligations of
the Company under the Agreement, each Selling Holder of Registrable Securities
to promptly furnish in writing to the Company such information regarding such
Selling Holder, the Registrable Securities held by it and the intended method 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.

        Each Selling Holder agrees that, upon receipt of any notice from the
Company of, or such Selling Holder obtains knowledge of, the happening of any
event of the kind described in Section 2.2(d) hereof, such Selling Holder will
forthwith discontinue disposition of Registrable Securities pursuant to the
registration statement and prospectus covering such Registrable Securities until
such Selling Holder's receipt of the copies of the supplemented or amended
prospectus contemplated by Section 2.2(d) hereof, and, if so directed by the
Company, such Selling Holder will deliver to the Company all copies, other than
permanent file copies then in



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such Selling Holder'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. Each Selling Holder of Registrable
Securities 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 such Selling Holder as a result of which information previously
furnished by such Selling Holder 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(d) hereof to the date when the Company shall make available to
the Selling Holders of Registrable Securities covered by such registration
statement a prospectus supplemented or amended to conform with the requirements
of Section 2.2(d) 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
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, (vii) the reasonable fees and expenses of
any special experts retained by the Company in connection with such
registration; and (viii) the reasonable fees and expenses of one counsel (who
shall be reasonably acceptable to the Company) for the Selling Holders. Except
as expressly set forth in the preceding sentence, 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 the
Holders (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 each Selling Holder of Registrable Securities, its
officers, directors and agents, and each Person, if any, who controls such
Selling Holder 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



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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 such Selling
Holder or on such Selling Holder's behalf expressly for inclusion therein. The
Company also agrees to indemnify any Underwriters of the Registrable Securities,
their officers and directors and each Person who controls such Underwriters
within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act on substantially the same basis as that of the indemnification of
the Selling Holders provided in this Section 2.4, provided that the foregoing
indemnity with respect to any preliminary prospectus shall not inure to the
benefit of any Underwriter of the Registrable Securities from whom the person
asserting any such losses, claims, damages or liabilities purchased the
Registrable Securities which are the subject thereof if such person did not
receive a copy of the prospectus (or the prospectus as supplemented) at or prior
to the confirmation of the sale of such Registrable Securities to such person in
any case where such delivery is required by the Securities Act and the untrue
statement or omission of a material fact contained in such preliminary
prospectus was corrected in the prospectus (or the prospectus as supplemented).

        SECTION 2.5 Indemnification by Holders of Registrable Securities. Each
Selling Holder agrees, severally but not jointly, 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 such Selling Holder, but only with respect to
information relating to such Selling Holder furnished in writing by such Selling
Holder or with such Selling Holder's authorization or on such Selling Holder'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 such Selling Holder,
such Selling Holder 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 such Selling Holder, by Section 2.4
hereof. Each Selling Holder also agrees to indemnify and hold harmless
Underwriters of the Registrable Securities, their officers and directors and
each Person who controls such Underwriters within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act on substantially the same
basis as that of the indemnification of the Company provided in this Section
2.5.

        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



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thereof, including the employment of counsel reasonably satisfactory to such
Indemnified Party, 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 the Selling Holders which owned a majority of the
Registrable Securities sold under the applicable registration statement 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 (i)
as between the Company and the Selling Holders on the one hand and the
Underwriters on the other, in such proportion as is appropriate to reflect the
relative benefits received by the Company and the Selling Holders on the one
hand and the Underwriters on the other from the offering of the



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securities, or if such allocation is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits but also
the relative fault of the Company and the Selling Holders on the one hand and of
the Underwriters on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities, as well as any
other relevant equitable considerations and (ii) as between the Company on the
one hand and each Selling Holder on the other, in such proportion as is
appropriate to reflect the relative fault of the Company and of each Selling
Holder 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 benefits received by the Company and the Selling
Holders on the one hand and the Underwriters on the other shall be deemed to be
in the same proportion as the total proceeds from the offering (net of
underwriting discounts and commissions but before deducting expenses) received
by the Company and the Selling Holders bear to the total underwriting discounts
and commissions received by the Underwriters, in each case as set forth in the
table on the cover page of the prospectus. The relative fault of the Company and
the Selling Holders on the one hand and of the Underwriters 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 and the Selling
Holders or by the Underwriters. The relative fault of the Company on the one
hand and of each Selling Holder 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 such Selling Holder, and the
Company's and the Selling Holder's relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.

        The Company and the Selling Holders agree that it would not be just and
equitable if contribution pursuant to this Section 2.7 were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) 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, no Underwriter shall be required to contribute
any amount in excess of the amount by which the total price at which the
securities underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such Underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission, and no Selling Holder shall be required to
contribute any amount in excess of the amount by which the total price at which
the securities of such Selling Holder were offered to the public exceeds the
amount of any damages which such Selling Holder 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



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contribution from any person who was not guilty of such fraudulent
misrepresentation. The Selling Holders' obligations to contribute pursuant to
this Section 2.7 are several in the proportion that the proceeds of the offering
received by such Selling Holder bears to the total proceeds of the offering
received by all the Selling Holders and not joint.

        SECTION 2.8 Participation in Underwritten Registrations. No Person may
participate in any underwritten registration hereunder unless such Person (a)
agrees to sell such Person's securities on the basis provided in the applicable
underwriting arrangements and (b) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents in
customary form and reasonably required under the terms of such underwriting
arrangements and these registration rights provided for in this Article II.

        SECTION 2.9 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. Upon the request of any Holder,
the Company will deliver to such Holder a written statement as to whether it has
complied with such requirements.

        SECTION 2.10 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 the Holders 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 (which, for
purposes of clarification only, includes but is not limited to the filing and
declaration of effectiveness of the Shelf Registration Statement pursuant to
Sections 2.1 and 2.2 hereof) shall be suspended until the earlier of (i) the
date upon which the Company notifies the Holders in writing that suspension of
such rights for the grounds set forth in this Section 2.10(a) is no longer
necessary and (ii) 120 days following the notice of determination that the
filing of the Shelf Registration Statement or use of any related prospectus
would require the disclosure of such non-public material information. The
Company agrees to give such notice as promptly as practicable following the date
that such suspension of rights is no longer necessary. The Company agrees to
grant to the Holders any rights granted after the date of this Agreement to
holders of shares of another class or series of the Company's preferred stock
which limit the Company's ability to suspend the rights of such holders under
the registration rights agreement applicable to such



                                       11
<PAGE>   12

shares which are more favorable than the rights granted to the Holders pursuant
to this Section 2.10(a).

        (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 under the Act, upon written notice thereof by the Company to the
Holders, the rights of the Holders 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 under the Act to be included or incorporated by reference,
as applicable, in the Shelf Registration Statement, and the Company shall notify
the Holders as promptly as practicable when such suspension is no longer
required.

        (c) If, pursuant to Section 2.10(a) or section 2.10(b) hereof, the
Company suspends the Holders rights under this Agreement, the Company shall
extend the period during which the registration statement shall be maintained
effective pursuant to this Agreement by the number of days during the period
from the date of such suspension to and including the date when the Holders
shall have received notice from the Company that such suspension of rights is no
longer necessary.

                                   ARTICLE III
                                  MISCELLANEOUS

        SECTION 3.1 Remedies. In addition to being entitled to exercise all
rights provided herein and granted by law, including recovery of damages, the
Holders 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 3.2 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 the
Holders or any such Holder's representative if any such Holder is Incapacitated.
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.



                                       12
<PAGE>   13

        SECTION 3.3 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 any Unit Holder:

                        GSEP 2001 Realty Corp.
                        c/o Goldman, Sachs & Co.
                        One New York Plaza, 41st Floor
                        New York, NY  10004
                        Attn:  Eric Lane
                        Facsimile Number:  (212) 357-9429

                with a copy to:

                        Fried, Frank, Harris, Shriver & Jacobson
                        One New York Plaza
                        New York, New York  10004
                        Attention:  Lawrence N. Barshay
                        Fax:  (212) 859-4000

        (2) if to the Company, initially at Pier 1, Bay 1, San Francisco,
California 94111 (Attention: President and Chief Executive Officer), or to such
other address as the Company may hereafter specify in writing.

        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 3.4 Successors and Assigns. Except as expressly provided in this
Agreement, the rights and obligations of the Holders 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 3.5 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 copy signatures shall have the same
force and effect as original signed counterparts.



                                       13
<PAGE>   14

        SECTION 3.6 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 3.7 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 3.8 Entire Agreement. This Agreement is intended by the parties
as a final expression of their agreement and intended to be a complete and
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 supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.

        SECTION 3.9 Headings. The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning hereof.

        SECTION 3.10 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)



                                       14
<PAGE>   15

        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/ Michael A. Coke
                                          --------------------------------------
                                          Michael A. Coke
                                          Executive Vice President and Chief
                                          Financial Officer

                                       AMB PROPERTY, L.P.,
                                       a Delaware limited partnership

                                       By: AMB Property Corporation,
                                           its general partner

                                       By: /s/ Michael A. Coke
                                          --------------------------------------
                                           Michael A. Coke
                                           Executive Vice President and Chief
                                           Financial Officer




                 Signature Page to Registration Rights Agreement



                                      S-1
<PAGE>   16


                                       UNIT HOLDERS

                                       GSEP 2001 Realty Corp.

                                       By: /s/ Eric Lane
                                          --------------------------------------
                                          Name:  Eric Lane
                                          Title: President and CEO



                                      S-2