**Exhibit 10.16****AmendmentNo. 1 To RevolvingCredit Agreement**     ThisAmendment No. 1 ToRevolving Credit Agreement (this **“Amendment”)**is made as of June 9, 2005, by and among AMBAmagasaki TMK, a Japanese *tokutei mokutekikaisha,*AMB Narita 1-1 TMK, a Japanese *tokutei mokuteki kaisha,*AMB Narita 2 TMK, a Japanese*tokutei mokuteki kaisha,*AMB Japan Finance Y.K., a Japanese *yugen kaisha*(collectively, the**“Borrowers”),**AMBProperty, L.P., a Delaware limited partnership **(“AMB LP”),**AMB PropertyCorporation, a Maryland corporation **(“AMB Corporation”,**and together with AMB LP, the**“Guarantors”),**the Banks listed on the signaturepages hereof, Sumitomo Mitsui BankingCorporation, as Administrative Agent, Sole Lead Arranger andBookmanager, MizuhoCorporateBank, Ltd., as Syndication Agent,Shinsei Bank, and UFJBank, asDocumentation Agents,International Commercial Bankof China, and Bank of ChinaLimited, as Senior Managing Agents, andThe Bank of Nova Scotia, andOversea-Chinese Banking Corporation, as Managing Agents.**Witnesseth:**     Whereas, the Borrowers, the Guarantors and the Banks have entered into thatcertain Revolving Credit Agreement, dated as of June 29, 2004 (the **“Credit Agreement”)**; and     Whereas, the parties desire to modify the Credit Agreement upon the terms andconditions set forth herein.     NowTherefore, for good and valuable consideration, the receipt and sufficiencyof which are hereby 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. FMV Cap Rate. The definition of “FMV Cap Rate” is hereby deleted and thefollowing substituted therefor: ‘“FMV Cap Rate’ means eight percent (8%).”     3. Non-Recourse Indebtedness. The definition of “Non-Recourse Indebtedness” ishereby deleted and the following substituted therefor:“Non-Recourse Indebtedness” means Indebtedness with respect to whichrecourse for payment is limited to (i) specific Property or Propertiesencumbered by a Lien securing such Indebtedness and/or another Person solong as there is no recourse to AMB LP or AMB Corporation, or (ii) anyConsolidated Subsidiary or Investment Affiliate (provided that if anentity is a partnership, there is no recourse to AMB LP or AMBCorporation as a general partner of such partnership); provided,however, that personal recourse of AMB LP or AMB Corporation for anysuch Indebtedness for fraud, misrepresentation, misapplication of cash,waste, environmental claims and liabilities and other circumstancescustomarily excluded by institutional lenders from exculpation
 

 
provisions and/or included in separate indemnification agreementsin. non-recourse financing of real estate shall not, by itself, preventsuch Indebtedness from being characterized as Non-Recourse Indebtedness.For purposes of the foregoing and for the avoidance of doubt, (a) if theIndebtedness is partially guaranteed by AMB LP or AMB Corporation, thenthe portion of such Indebtedness that is not so guaranteed shall still beNon-Recourse Indebtedness if it otherwise satisfies the requirements inthis definition, and (b) if the liability of AMB LP or AMB Corporationunder any such guaranty is itself limited to specific Property orProperties, then such Indebtedness shall still be Non-RecourseIndebtedness if such Indebtedness otherwise satisfies the requirements ofthis definition.     4. Foreign Property Limit. The reference in Section 5.8(i) to “twentypercent (20%)” is hereby deleted and “thirty-five percent (35%)” substituted therefor.     5. Development Activities. The reference in Section 5.8(k) to “fifteenpercent (15%)” is hereby deleted and “twenty percent (20%)” substituted therefor.     6. Amendments and Waivers. Section 9.5(b) is hereby deleted and the followingsubstituted therefor:Notwithstanding the foregoing, in the event that the Guarantors or theExisting Credit Agreement Agent propose to modify, waive or restate, orrequest a consent or approval with respect to, the financial covenants,reporting requirements or non-monetary Events of Default (and relateddefinitions) of the Existing Credit Agreement in writing (which mayinclude a written waiver of an existing actual or potential Default orEvent of Default that is intended to be eliminated by such modification,restatement or waiver) (individually, a “Covenant Modification”),simultaneously with the written submission of such proposal or request tothe Existing Credit Agreement bank group (such proposal or request beingthe “Existing Credit Agreement Proposal”). Borrower and theGuarantors shall deliver a duplicative proposal or request for a CovenantModification with respect to the Facility to the Administrative Agent andthe Banks. Borrower shall pay the same percentage fees (if any) to theAdministrative Agent and the Banks as the Guarantors shall pay to theExisting Credit Agreement Agent (or agents) and the lenders under theExisting Credit Agreement in connection with such modification,restatement, waiver, consent or approval. The decision whether to acceptsuch Covenant Modification shall require the consent of the RequiredBanks hereunder unless such Covenant Modification is of the nature thatwould require the consent of all of the Banks; it being understood thateven if the applicable Banks shall fail to consent to
2

 
the Covenant Modification, the provisions of the ExistingCredit Agreement, as so modified, restated or waived, or thegranting of any consent or approval thereunder, in writing by the“Required Banks” (as defined in the Existing Credit Agreement)thereunder (or if applicable, all of the lenders thereunder) shallcontrol. Notwithstanding the foregoing, in no event shallAdministrative Agent and the Banks be required to accept anyCovenant Modification that modifies, amends or waives theAdministrative Agent’s rights under this Agreement with respect tothe Banks as the “agent” under the Facility or subjects theAdministrative Agent, as the “agent” under the Facility to anyadditional obligations to the Banks pursuant to this Agreement.     7. Effective Date. This Amendment shall become effective upon receipt by theAdministrative Agent of counterparts hereof signed by the Borrowers and the Required Banks(the date of such receipt being deemed the “**Effective Date**”).     8. Representations and Warranties. Each Borrower hereby represents and warrantsthat as of the Effective Date, all the representations and warranties set forth in the CreditAgreement, as amended hereby (other than representations and warranties which expressly speakas of a different date), are true and complete in all material respects.     9. Entire Agreement. This Amendment constitutes the entire and final agreementamong the parties hereto with respect to the subject matter hereof and there are no otheragreements, understandings, undertakings, representations or warranties among the partieshereto with respect to the subject matter hereof except as set forth herein.     10. Governing Law. This Amendment shall be governed by, and construed inaccordance with, the law of the State of New York.     11. Counterparts. This Amendment may be executed in any number of counterparts,all of which taken together shall constitute one and the same agreement, and any of thepartieshereto may execute this Amendment by signing any such counterpart.     12. Headings, Etc. Section or other headings contained in this Amendment are forreference purposes only and shall not in any way affect the meaning or interpretation of thisAmendment.     13. 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 effectand, as modified hereby, each Borrower confirms and ratifies all of the terms, covenants andconditions of the Credit Agreement in all respects.
3

 
     InWitness Whereof, this Agreement has been duly executed as of the date first abovewritten.     Borrowers: AMBAmagasaki TMK,