**Exhibit 10.4****FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT**     THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “First Amendment”) is made asof Oct 23, 2007, by and among AMB JAPAN FINANCE Y.K., as Initial Borrower (the“Initial Borrower”), each Qualified Borrower listed on the signature pages hereto (each ofthe Initial Borrower and each Qualified Borrower, collectively, “Borrower”), AMB PROPERTY,L.P., as Guarantor (“AMB LP”), AMB PROPERTY CORPORATION, as Guarantor (“AMBCorporation” and together with AMB LP, the “Guarantors”), the Alternate Currency Banks(as hereinafter defined), SUMITOMO MITSUI BANKING CORPORATION, as Administrative Agent.**WITNESSETH:**     WHEREAS, each of Borrower, the Guarantors and the Banks (as in the Credit Agreement) are partyto that certain Amended and Restated Revolving Credit Agreement, dated as of June 23, 2006 (as thesame may be amended, modified, extended or restated from time to time, the “CreditAgreement”); and     WHEREAS, the parties desire to modify the Credit Agreement upon the terms and conditions setforth herein.     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties do hereby agree as follows:     1. Definitions. All capitalized terms not otherwise defined herein shall have themeanings ascribed to them in the Credit Agreement.     2. Amendment to Defined Terms. (a) Section 1.1 of the Credit Agreement is herebyamended by adding the following new defined terms in the appropriate alphabetical order:          “Alternate Currency Advances” means the RMB Advances.          “Alternate Currency Bank” means any Bank that is a party to the RMB Credit Agreement.          “Alternate Currency Borrower” means any RMB Borrower.          “Alternate Currency Borrower Default” means any RMB Borrower Default.          “Alternate Currency Borrower Event of Default” means any RMB Borrower Event ofDefault.          “Alternate Currency Collateral” means RMB Collateral.
 

 
     “Alternate Currency Commitment” means the RMB Commitment.     “Alternate Currency Commitment Proportion” means the RMB Commitment Proportion.     “Alternate Currency Event of Default” means an RMB Event of Default.     “Alternate Currency Facility” means the credit facility contemplated by the RMB LoanDocuments.     “Alternate Currency Letters of Credit” means RMB Letters of Credit.     “Alternate Currency Letters of Credit Usage” means the RMB Letter of Credit Usage.     “Alternate Currency Loan Documents” means RMB Loan Documents.     “Immediate Alternate Currency Event of Default” means any RMB Event of Defaultdescribed in Clause 11.1(v), (vi) or (vii).     “Initial RMB Borrower” means Wealth Zipper (Shanghai) Property Development Co., Ltd.     “Majority Alternate Currency Banks” means the Majority RMB Lenders.     “Majority RMB Lenders” has the meaning set forth in the RMB Loan Agreement.     “Reallocation Borrowing” has the meaning set forth in Section 4(d) of the FirstAmendment.     “RMB Advances” has the meaning set forth in the RMB Credit Agreement.     “RMB Borrower” has the meaning set forth in the RMB Credit Agreement.     “RMB Borrower Default” has the meaning set forth in the RMB Credit Agreement.     “RMB Borrower Event of Default” has the meaning set forth in the RMB Credit Agreement.
2

 
     “RMB Collateral” has the meaning set forth in the RMB Credit Agreement.     “RMB Commitment” has the meaning set forth in the RMB Credit Agreement.     “RMB Commitment Proportion” has the meaning set forth in the RMB Credit Agreement.     “RMB Credit Agreement” means that certain RMB Revolving Credit Agreement, dated as ofthe date hereof, between the RMB Borrower, the RMB Lenders and the RMB Administrative Agent, whichagreement is attached hereto as Exhibit A, as the same may be modified, amended,supplemented or replaced from time to time.     “RMB Event of Default” has the meaning set forth in the RMB Credit Agreement.     “RMB Lenders” has the meaning set forth in the RMB Credit Agreement.     “RMB Letters of Credit” has the meaning set forth in the RMB Credit Agreement.     “RMB Letters of Credit Usage” has the meaning set forth in the RMB Credit Agreement.     “RMB Loan Documents” has the meaning set forth in the RMB Credit Agreement.   (b) Section 1.1 of the Credit Agreement is hereby amended by deleting the existing definitionsand replacing the same with the following definitions:     “Credit Party” means any of Borrower, a Guarantor or an Alternate Currency Borrower,and “Credit Parties” shall mean Borrower, Guarantors and Alternate Currency Borrower, collectively.     “Default” means any Guarantor Default, Borrower Default or any Alternate CurrencyBorrower Default.     “Event of Default” means any Guarantor Event of Default, Borrower Event of Default orAlternate Currency Borrower Event of Default.     “GAAP” means generally accepted accounting principles recognized as such in theopinions and pronouncements of the Accounting Principles Board and the American Institute ofCertified Public Accountants and the Financial Accounting Standards Board or in such otherstatements by such other entity as may be approved by a
3

 
significant segment of the accounting profession, which are applicable to the circumstances as ofthe date of determination, provided that, with respect to any RMB Borrower, “GAAP” shall mean theInternational Financial Reporting Standards issued by the International Accounting Standards Board.          “Loan Documents” means this Agreement, the Notes, the Guaranty, the Qualified BorrowerJoinder Agreement, the Ratifications, the Letter(s) of Credit, the Letter of Credit Documents, theSecurity Documents and the Alternate Currency Loan Documents.          3. RMB Credit Facility. As contemplated by Section 9.5(c) of the Credit Agreement,the Initial RMB Borrower and the RMB Lenders have entered into the RMB Credit Agreement pursuant towhich the RMB Borrower will have the right, at its option, to make borrowings (including RMBLetters of Credit), and the RMB Lenders will fund such borrowings, denominated in Chinese Renminbiin amounts of up to 500,000,000 Chinese Renminbi, which borrowings shall be made in accordance withthe procedures set forth therein and the proceeds of which shall be used in accordance with theterms thereof.4. Alternate Currency Borrowings.          (a) Notwithstanding anything to the contrary contained in the Loan Documents and/or theAlternate Currency Loan Documents, in no event shall the aggregate amount of outstanding Loans atany time plus the outstanding amount of the Letter of Credit Usage plus the Yenequivalent amount of outstanding Alternate Currency Advances plus the Yen equivalent of theoutstanding amount of the Alternate Currency Letters of Credit Usage, exceed the Facility Amount,and the Credit Parties shall not request, and the Banks shall not make, any Loan (or make anyLetters of Credit available) or Alternate Currency Advance (or make any Alternate Currency Lettersof Credit available) if, after giving effect to the making of such Loan, Letters of Credit,Alternate Currency Advance or Alternate Currency Letters of Credit, the aggregate amount of alloutstanding Loans and Letters of Credit Usage and the Yen equivalent amount of all outstandingAlternate Currency Advances and Alternate Currency Letters of Credit Usage would exceed theFacility Amount.          (b) Notwithstanding anything to the contrary contained in the Loan Documents and/or theAlternate Currency Loan Documents, in no event shall any Alternate Currency Bank be required tofund any Loans (or participate in any Letters of Credit) or any Alternate Currency Advances (orparticipate in any Alternate Currency Letters of Credit) if, after giving effect to the same, theAlternate Currency Bank’s share of outstanding Loans (including its Pro Rata Share of any Lettersof Credit Usage) plus the Alternate Currency Bank’s share of the Yen equivalent amount ofoutstanding Alternate Currency Advances and outstanding Alternate Currency Letters of Credit Usageexceeds its Commitment.          (c) Notwithstanding anything to the contrary contained in Article II of the Credit Agreement,to the extent that, as a result of its outstanding Alternate Currency
4

 
Advances or participations in Alternate Currency Letters of Credit, any Alternate CurrencyBank cannot fund its full Pro Rata Share of any Borrowing (or purchase a participation in anyLetter of Credit up to its full Pro Rate Share), such Alternate Currency Bank shall fund a share ofsuch Borrowing (or purchase a participation in such Letter of Credit) up to the amount of its thenavailable Commitment, if any, and, in such event, each of the remaining Banks whose Commitmentshave not yet been reached shall fund the remaining amount of such Borrowing (or purchase additionalparticipations in the remaining amount of such Letter of Credit) on a pro rata basis only amongsuch remaining Banks.          (d) Notwithstanding anything to the contrary contained in Article II of the Credit Agreement,to the extent that, as a result of its outstanding Committed Loans and participations in Letters ofCredit, any Alternate Currency Bank (the “Participating Banks”) cannot fund its fullAlternate Currency Commitment Proportion of any Alternate Currency Advance (or purchase aparticipation in any Alternate Currency Letter of Credit up to its full Alternate CurrencyCommitment Proportion) under the Alternate Currency Loan Documents, then, at Guarantor’s option,either (A) the Borrower or Borrowers designated by Guarantor shall be deemed to have timely given aNotice of Borrowing pursuant to Section 2.2 of the Credit Agreement to the Administrative Agent,requesting a Borrowing (and all other conditions to such Borrowing shall be deemed waived orsatisfied) (a “Reallocation Borrowing”) of TIBOR Loans on the date on which such AlternateCurrency Advance is to be funded or Alternate Currency Letter of Credit is to be issued from theBanks that are not participating in such Alternate Currency Advance or Alternate Currency Letter ofCredit (the “Non-Participating Banks”) (pro rata) and in an amount which is the lesser of(i) the aggregate amount of each Participating Bank’s share (the “Commitment Shortfall”) ofsuch Alternate Currency Advance (or participation in such Alternate Currency Letter of Credit)which exceeds its available Alternate Currency Commitment and (ii) the aggregate amount ofavailable Commitments of the Non-Participating Banks, or (B) the participations of the Banks underthe outstanding Letter of Credit or Letters of Credit designated by Borrower shall be reallocatedto reduce the participation of each Participating Bank in such Letters of Credit by an amount equalto its Commitment Shortfall and increase the amount of the participations of the Non-ParticipatingBanks (pro rata) by an aggregate amount equal to the aggregate Commitment Shortfalls. The proceedsof such Reallocation Borrowing shall be used to repay existing Borrowings of such ParticipatingBanks, in order to permit such Participating Banks to participate to the fullest extent possible insuch Alternate Currency Advance or Alternate Currency Letter of Credit.          5. Organizational Chart. The attached Exhibit I shall replace Exhibit I tothe Credit Agreement and is a true, correct and complete (up to the tiers shown) organizational andtransaction structure chart for the Initial Borrower and, as of the date hereof, the QualifiedBorrowers and the Alternative Currency Borrowers.
5

 
          6. Mandatory Prepayments. Section 2.12 of the Credit Agreement shall be amended suchthat the current paragraph shall be subsection (a) and the following shall be inserted assubsection (b):“If at any time the Yen equivalent of the sum of (i) the aggregateamount of outstanding Loans plus the outstanding amount ofthe Letter of Credit Usage plus the Yen equivalent amount ofoutstanding Alternate Currency Advances plus the Yenequivalent of the outstanding amount of the Alternate CurrencyLetters of Credit Usage, so determined by the Administrative Agent,in the aggregate, exceeds 105% of the Facility Amount, Guarantors,within three (3) Business Days after notice thereof from theAdministrative Agent, shall repay (and cause the applicableBorrowers to repay) all or a portion of such Loans (or reduce theamount of outstanding Letters of Credit) or Alternate CurrencyAdvances (or reduce the amount of outstanding Alternate CurrencyLetters of Credit), otherwise in accordance with the applicableterms of this Agreement, in such amount so that, following themaking of any such payment or reduction, the Yen equivalentoutstanding of such Loans, Letter of Credit Usage, AlternateCurrency Advances and Alternate Currency Letters of Credit do notexceed the Facility Amount.”          7. Additional Covenants. Section 5.1(k) of the Credit Agreement shall be deleted andthe following inserted in lieu thereof:“(k) annually, unaudited financial information for each CreditParty (excluding the Guarantors) prepared by such Credit Party inthe ordinary course of business, together with notice from eachCredit Party of any disposition or transfer by such Credit Party ofany real estate asset to an Affiliate of AMB LP during the prioryear; and”          8. Events of Default/Rights and Remedies with Respect to Alternative Currency BorrowerEvent of Default. Section 6.2 of the Credit Agreement shall be amended such that the currentparagraph shall be subsection (a) and the following shall be inserted as subsection (b):“(b) Upon the occurrence of any Immediate Alternate Currency Eventof Default with respect to any Alternate Currency Borrower, theAdministrative Agent shall have the right to immediately make aclaim under the Guaranty for, and demand payment by the Guarantorsof, the unpaid principal amount of, and any and all accruedinterest on, the Alternate Currency Advances made to suchdefaulting Alternative Currency Borrower and any and all accrued
6

 
fees and other Obligations of such defaulting Alternate CurrencyBorrower under the applicable Alternate Currency Loan Documents,with all additional interest from time to time accrued thereon(the “Defaulting Alternate Currency Borrower’s OutstandingObligations”) (it being agreed that the Guarantors’obligations are primary and shall be enforceable against eachGuarantor and its respective successors and assigns without thenecessity for any suit or proceeding of any kind or naturewhatsoever brought by the Administrative Agent or any of theAlternative Currency Banks against the defaulting AlternativeCurrency Borrower); and upon the occurrence and during thecontinuance of any other Alternate Currency Borrower Event ofDefault, the Administrative Agent, following consultation with theAlternate Currency Banks that have made Alternate CurrencyAdvances to the defaulting Alternate Currency Borrower, may (andupon the demand of the applicable Majority Alternate CurrencyBanks shall), by written notice to such defaulting AlternateCurrency Borrower and each Guarantor and acceleration of theDefaulting Alternate Currency Borrower’s Outstanding Obligationsunder the applicable Alternate Currency Loan Documents,immediately make a claim under the Guaranty for, and demandpayment by, the Guarantors of the Defaulting Alternate CurrencyBorrower’s Outstanding Obligations (it being agreed that theGuarantors’ obligations are primary and shall be enforceableagainst each Guarantor and its respective successors and assignswithout the necessity for any suit or proceeding of any kind ornature whatsoever brought by the Administrative Agent or any ofthe Alternate Currency Banks against the defaulting AlternateCurrency Borrower).”          9. Rights and Remedies. Section 6.4 of the Credit Agreement shall be deleted and thefollowing shall be inserted in lieu thereof:Upon the occurrence of any Guarantor Event of Default described inSections 6.3(f), (g), (o), (q) or (r), the Commitments shallimmediately terminate and the unpaid principal amount of, and anyand all accrued interest on, the Loans, the Alternate CurrencyAdvances and any and all accrued fees and other Obligationshereunder and/or under the other Loan Documents shall automaticallybecome immediately due and payable, with all additional interestfrom time to time accrued thereon and without presentation, demand,or protest or other requirements of any kind
7

 
(including, without limitation, valuation and appraisement,diligence, presentment, notice of intent to demand or accelerate andnotice of acceleration), all of which are hereby expressly waived bythe Credit Parties; and upon the occurrence and during thecontinuance of any other Guarantor Event of Default, theAdministrative Agent, following consultation with the Banks, may(and upon the demand of the Majority Banks shall), by written noticeto the Credit Parties, in addition to the exercise of all of therights and remedies permitted the Administrative Agent and the Banksat law or equity, hereunder or under any of the other LoanDocuments, declare that the Commitments are terminated and declarethe unpaid principal amount of and any and all accrued and unpaidinterest on the Loans, the Alternate Currency Advances and any andall accrued fees and other Obligations hereunder and/or under theother Loan Documents to be, and the same shall thereupon be,immediately due and payable with all additional interest from timeto time accrued thereon and (except as otherwise provided in theLoan Documents) without presentation, demand, or protest or otherrequirements of any kind (including, without limitation, valuationand appraisement, diligence, presentment, notice of intent to demandor accelerate and notice of acceleration), all of which are herebyexpressly waived by the Credit Parties.          10. Distributions of Proceeds after Default. Section 6.8 of the Credit Agreementshall be deleted and the following shall be inserted in lieu thereof:“Notwithstanding anything contained herein to the contrary butsubject to the provisions of Section 9.16 hereof (and thecorresponding section of any Alternate Currency Loan Document),from and after an Event of Default, to the extent proceeds arereceived by Administrative Agent pursuant to Section 6.2 or 6.4,with respect to amounts collected under Section 6.2(a) or 6.4hereof, such proceeds will be distributed to the Banks pro rata inaccordance with the unpaid principal amount of the Loans (givingeffect to any participations granted therein pursuant to Section2.5(b) and Section 9.4) and, with respect to amounts collectedunder Section 6.2(b) or 6.4 hereof, such proceeds will bedistributed to the applicable Alternate Currency Banks pro rata inaccordance with the unpaid principal amount of the AlternateCurrency Advances of the defaulting Alternate Currency Borrower.”
8

 
          11. Notices. Section 9.1 is amended to add the following sentence:“Any party may from time to time, by not less than five (5) Business Days’ priorwritten notice to the other party given as above set forth, change its address forpurposes of receipt of any such Notice.”          12. Effective Date. This First Amendment shall become effective upon receipt by theAdministrative Agent of counterparts hereof signed by Borrower, the Guarantors and the AlternateCurrency Banks.          13. Reaffirmation and Acknowledgment. Each of Borrower and the Guarantors hereby (a)reaffirms and admits the validity and enforceability of the Loan Documents and all of theobligations of Borrower and the Guarantors thereunder, (b) agrees and admits that the Borrower andthe Guarantors have no defenses to or offsets against any such obligations, and (c) certifies that,following the execution and delivery of this First Amendment by each of Borrower, the Guarantorsand the Banks, (i) no Default or Event of Default shall exist, and (ii) the representations andwarranties contained in the Loan Documents, as amended hereby, are true and correct in all materialrespects on the date hereof (other than representations and warranties which expressly speak as ofa different date).          14. Entire Agreement. The Credit Agreement as amended by this First Amendment andthe Alternate Currency Loan Documents constitutes the entire agreement among the parties heretowith respect to the subject matter hereof and there are no other agreements, understandings,undertakings, representations or warranties among the parties hereto with respect to the subjectmatter hereof except as set forth herein.          15. Governing Law. This First Amendment shall be governed by, and construed inaccordance with, the law of the State of New York.          16. Counterparts. This First Amendment may be executed in any number ofcounterparts, all of which taken together shall constitute one and the same agreement, and any ofthe parties hereto may execute this Amendment by signing any such counterpart.          17. Headings, Etc. Section or other headings contained in this First Amendment arefor reference purposes only and shall not in any way affect the meaning or interpretation of thisFirst Amendment.          18. No Further Modifications. Except as modified herein, all of the terms andconditions of the Credit Agreement, as modified hereby shall remain in full force and effect and,as modified hereby, the Borrower confirms and ratifies all of the terms, covenants and conditionsof the Credit Agreement in all respects.
9

 
          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by theirrespective authorized officers as of the day and year first above written.         INITIAL BORROWER:           AMB JAPAN FINANCE Y.K., a Japan kabushikikaisha     By: