Exhibit 10.6
 
 FIFTEENTH AMENDED AND RESTATED
 AGREEMENT OF LIMITED PARTNERSHIP
 OF
 AMB PROPERTY II, L.P.




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TABLE OF CONTENTS
 PageARTICLE 1. DEFINED TERMS AND RULES OF CONSTRUCTION
    
    
    4Section 1.1.
    
    Definitions
    
    
    4ARTICLE 2. ORGANIZATIONAL MATTERS
    
    
    20Section 2.1.
    
    Organization
    
    
    20Section 2.2.
    
    Name
    
    
    20Section 2.3.
    
    Resident Agent; Principal Office
    
    
    21Section 2.4.
    
    Power of Attorney
    
    
    21Section 2.5.
    
    Term
    
    
    22Section 2.6.
    
    Number of Partners
    
    
    22ARTICLE 3. PURPOSE
    
    
    23Section 3.1.
    
    Purpose and Business
    
    
    23Section 3.2.
    
    Powers
    
    
    23Section 3.3.
    
    Partnership Only for Purposes Specified
    
    
    23Section 3.4.
    
    Representations and Warranties by the Parties
    
    
    24Section 3.5.
    
    Certain ERISA Matters
    
    
    25ARTICLE 4. CAPITAL CONTRIBUTIONS
    
    
    26Section 4.1.
    
    Capital Contributions of the Partners
    
    
    26Section 4.2.
    
    Loans
    
    
    26Section 4.3.
    
    Additional Funding and Capital Contributions
    
    
    26Section 4.4.
    
    No Preemptive Rights
    
    
    27Section 4.5.
    
    Other Contribution Provisions
    
    
    27ARTICLE 5. DISTRIBUTIONS
    
    
    27Section 5.1.
    
    Requirement and Characterization of Distributions
    
    
    27Section 5.2.
    
    Distributions in Kind
    
    
    28Section 5.3.
    
    Distributions Upon Liquidation
    
    
    28Section 5.4.
    
    Distributions to Reflect Issuance of Additional Partnership Interests
    
    
    28ARTICLE 6. ALLOCATIONS
    
    
    29Section 6.1.
    
    Timing and Amount of Allocations of Net Income and Net Loss
    
    
    29Section 6.2.
    
    General Allocations
    
    
    29Section 6.3.
    
    Additional Allocation Provisions
    
    
    31Section 6.4.
    
    Tax Allocations
    
    
    33ARTICLE 7. MANAGEMENT AND OPERATIONS OF BUSINESS
    
    
    34Section 7.1.
    
    Management
    
    
    34Section 7.2.
    
    Certificate of Limited Partnership
    
    
    37Section 7.3.
    
    Restrictions on General Partners Authority
    
    
    38Section 7.4.
    
    Reimbursement of the General Partner
    
    
    40Section 7.5.
    
    Outside Activities of the General Partner
    
    
    40Section 7.6.
    
    Employee Benefit Plans
    
    
    41Section 7.7.
    
    Indemnification
    
    
    41Section 7.8.
    
    Liability of the General Partner
    
    
    43Section 7.9.
    
    Other Matters Concerning the General Partner
    
    
    44Section 7.10.
    
    Title to Partnership Assets
    
    
    44Section 7.11.
    
    Reliance by Third Parties
    
    
    45ARTICLE 8. RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS
    
    
    45
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PageSection 8.1.
    
    Limitation of Liability
    
    
    45Section 8.2.
    
    Management of Business
    
    
    45Section 8.3.
    
    Outside Activities of Limited Partners
    
    
    46Section 8.4.
    
    Return of Capital
    
    
    46Section 8.5.
    
    Rights of Limited Partners Relating to the Partnership
    
    
    46ARTICLE 9. BOOKS, RECORDS, ACCOUNTING AND REPORTS
    
    
    47Section 9.1.
    
    Records and Accounting
    
    
    47Section 9.2.
    
    Fiscal Year
    
    
    47Section 9.3.
    
    Reports
    
    
    48Section 9.4.
    
    Nondisclosure of Certain Information
    
    
    48ARTICLE 10. TAX MATTERS
    
    
    48Section 10.1.
    
    Preparation of Tax Returns
    
    
    48Section 10.2.
    
    Tax Elections
    
    
    49Section 10.3.
    
    Tax Matters Partner
    
    
    49Section 10.4.
    
    Organizational Expenses
    
    
    50Section 10.5.
    
    Withholding
    
    
    50ARTICLE 11. TRANSFERS AND WITHDRAWALS
    
    
    51Section 11.1.
    
    Transfer
    
    
    51Section 11.2.
    
    Transfer of Common Limited Partners Partnership Interest
    
    
    51Section 11.3.
    
    Preferred Limited Partners and Class B Common Limited Partners Rights to Transfer
    
    
    52Section 11.4.
    
    Substituted Limited Partners
    
    
    53Section 11.5.
    
    Assignees
    
    
    54Section 11.6.
    
    General Provisions
    
    
    54ARTICLE 12. ADMISSION OF PARTNERS
    
    
    56Section 12.1.
    
    Admission of Successor General Partner
    
    
    56Section 12.2.
    
    Admission of Additional Limited Partners
    
    
    56Section 12.3.
    
    Amendment of Agreement and Certificate of Limited Partnership
    
    
    57ARTICLE 13. DISSOLUTION AND LIQUIDATION
    
    
    57Section 13.1.
    
    Dissolution
    
    
    57Section 13.2.
    
    Winding Up
    
    
    58Section 13.3.
    
    Compliance with Timing Requirements of Regulations
    
    
    59Section 13.4.
    
    Deemed Distribution and Recontribution
    
    
    60Section 13.5.
    
    Rights of Limited Partners
    
    
    60Section 13.6.
    
    Notice of Dissolution
    
    
    60Section 13.7.
    
    Cancellation of Certificate of Limited Partnership
    
    
    60Section 13.8.
    
    Reasonable Time for Winding-Up
    
    
    61Section 13.9.
    
    Waiver of Partition
    
    
    61ARTICLE 14. AMENDMENT OF PARTNERSHIP AGREEMENT; CONSENTS
    
    
    61Section 14.1.
    
    Amendments
    
    
    61Section 14.2.
    
    Action by the Partners
    
    
    61ARTICLE 15. GENERAL PROVISIONS
    
    
    62Section 15.1.
    
    Addresses and Notice
    
    
    62Section 15.2.
    
    Titles and Captions
    
    
    62Section 15.3.
    
    Pronouns and Plurals
    
    
    62Section 15.4.
    
    Further Action
    
    
    63Section 15.5.
    
    Binding Effect
    
    
    63Section 15.6.
    
    Creditors
    
    
    63Section 15.7.
    
    Waiver
    
    
    63Section 15.8.
    
    Counterparts
    
    
    63Section 15.9.
    
    Applicable Law
    
    
    63
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PageSection 15.10.
    
    Invalidity of Provisions
    
    
    63Section 15.11.
    
    Entire Agreement
    
    
    63Section 15.12.
    
    No Rights as Stockholders
    
    
    64ARTICLE 16. INTENTIONALLY OMITTED
    
    
    64ARTICLE 17. INTENTIONALLY OMITTED
    
    
    64ARTICLE 18. INTENTIONALLY OMITTED
    
    
    64ARTICLE 19. INTENTIONALLY OMITTED
    
    
    64ARTICLE 20. INTENTIONALLY OMITTED
    
    
    64ARTICLE 21. INTENTIONALLY OMITTED
    
    
    64ARTICLE 22. INTENTIONALLY OMITTED
    
    
    64ARTICLE 23. CLASS B COMMON UNITS
    
    
    65Section 23.1.
    
    Designation
    
    
    65Section 23.2.
    
    Ranking
    
    
    65Section 23.3.
    
    Distributions
    
    
    65Section 23.4.
    
    Class B Redemption
    
    
    66ARTICLE 24. INTENTIONALLY OMITTED
    
    
    68
 iii




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FIFTEENTH AMENDED AND RESTATED
 AGREEMENT OF LIMITED PARTNERSHIP
 OF
 AMB PROPERTY II, L.P.
 Company Exhibit A Existing Limited
Partners
  Contributor Contributors
 Series D Contributor
 Series E Contributor
 Series F Contributor
 Series G Contributor
 Series H Contributor




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Series I Contributor
    East Grand Class B Contributors
 Series N Contributor
    2




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J.A. Green Class B Contributors
 Transferor JPMSI
     Section 7.3D(iii) Article 4
  3




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ARTICLE 1.
DEFINED TERMS AND RULES OF CONSTRUCTION
 Definitions
  Act
 Additional Funds Section 4.3.A
 Additional Limited Partner Section 12.2
 Adjusted Capital Account Deficit
 (i)
    
    decrease such deficit by any amounts which such Partner is
obligated to restore pursuant to this Agreement or is deemed to be obligated to
restore pursuant to Regulations Section 1.704-1(b)(2)(ii)(c) or the penultimate
sentence of each of Regulations Sections 1.704-2(i)(5) and 1.704-2(g); and(ii)
    
    increase such deficit by the items described in Regulations
Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6).
  Adjustment Factor provided, however
 4




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Affiliate
 Agreed Value Exhibit A Exhibit A Exhibit A
 Agreement
 AMB
 Appraisal
 Assignee Section 11.5
 Available Cash
   5




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Board of Directors
 Business Day
 Capital Account
 6




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Section 6.3
 Section 6.3
   provided Article 13
 Capital Contribution
 Cash Amount
 Certificate
 7




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Class A Common Limited Partner Exhibit A
 Class A Common Units Exhibit A
 Class B Common Capital
 Class B Common Limited Partner Exhibit A
 Class B Common Units Exhibit A
 Class B Distributions Section 23.3.A
 Class B Redemption Section 23.4.A
 Charter
 Code
 Common Unit
 Common Limited Partner Exhibit A
 Common Percentage Interest
 8




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Exhibit A
 Consent Article 14
 Consent of the Limited Partners
 Consent of the Partners
 Constructively Own Exhibit C
 Contributed Property
 Contributor
 Debt
 Depreciation provided however
 9




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ERISA
 Exchange Act
 Former General Partner
 Funding Debt
 General Partner
 General Partner Interest
 Gross Asset Value
 Exhibit A provided Exhibit A
  (a)
    
    the acquisition of an additional interest in the Partnership by
a new or existing Partner in exchange for more than a de minimisCapital
Contribution, if the General Partner reasonably determines that such adjustment
is necessary or appropriate to reflect the relative economic interests of the
Partners in the Partnership;(b)
    
    the distribution by the Partnership to a Partner of more than a
de minimisamount of Partnership property as consideration for an interest in
the Partnership if the General Partner reasonably determines that such
adjustment is necessary or appropriate to reflect the relative economic
interests of the Partners in the Partnership;
 10




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(c)
    
    the liquidation of the Partnership within the meaning of
Regulations Section 1.704-1(b)(2)(ii)(g); and(d)
    
    at such other times as the General Partner shall reasonably
determine necessary or advisable in order to comply with Regulations Sections
1.704-1(b) and 1.704-2.
 provided
 provided however
  Holder
 Immediate Family
 Incapacity Incapacitated
 11




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Indemnitee
 IRS
 Issuance Date Exhibit A
 Junior Common Units
 Limited Partner Exhibit A
 Limited Partnership Interest
 Liquidating Events Section 13.1
 Liquidator Section 13.2.A
 Majority in Interest of the Limited Partners
 12




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Majority in Interest of Partners
 Net Income Net Loss
       Section 6.3
 13




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Section 6.3
 Sections 6.2.B.1(c) and (f) Section
6.2.B.2(c)
 Nonrecourse Deductions
 Nonrecourse Liability
 Notice of Redemption Exhibit B
 Operating Partnership
 Parity Preferred Unit
 Partner Partners
 Partner Minimum Gain
 Partner Nonrecourse Debt
 Partner Nonrecourse Deductions
 14




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Partnership
 Partnership Interest Section 4.3
 Partnership Minimum Gain
 Partnership Record Date Section 5.1
 Partnership Unit Sections 4.1 and 4.3 Exhibit D-1 Sections 4.1 and 4.3
 Partnership Year
 Percentage Interest Exhibit A Section 4.3.B
 Person
 15




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Plan Asset Regulation
 Pledge Section 11.3.A
 Preferred Distribution Shortfall Section 5.1
 Preferred Limited Partner Exhibit A
 Preferred Share
 Preferred Unit Section 4.3.C
 Priority Return
 Properties
 Qualified REIT Subsidiary
 Qualified Transferee
 Regulations
 Regulatory Allocations Section
6.3.A(viii)
 REIT
 REIT Charter 1 2
 16




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3 4 3 4 1 2
 17




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REIT Dividend Section 23.3.A
 REIT Requirements Section 5.1
 REIT Share
 REIT Shares Amount
 Securities Act
 Series C Limited Partner
 Series C Preferred Units 3 4
 Series D Limited Partner
 Series D Preferred Units
 Series E Limited Partner
 Series E Preferred Units
 Series F Limited Partner
 Series F Preferred Units
 Series G Limited Partner
 18




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Series G Preferred Units
 Series H Limited Partner
 Series H Preferred Units
 Series I Limited Partner
 Series I Preferred Units
 Series N Limited Partner
 Series N Preferred Units
 Specified Redemption Date
 Subsidiary
 Subsidiary Partnership
 Substituted Limited Partner Section 11.4
 Tax Items Section 6.4.A
 Tenant
 Tendered Units Section 23.4.A
 Tendering Partner Section 23.4.A
 Valuation Date
 19




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Value provided, provided
 ARTICLE 2.
ORGANIZATIONAL MATTERS
 Organization
  Name
  20




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Resident Agent; Principal Office
  Power of Attorney
  (i)
    
    execute, swear to, acknowledge, deliver, file and record in the
appropriate public offices: (a) all certificates, documents and other
instruments (including, without limitation, this Agreement and the Certificate
and all amendments or restatements thereof) that the General Partner or the
Liquidator deems appropriate or necessary to form, qualify or continue the
existence or qualification of the Partnership as a limited partnership (or a
partnership in which the Limited Partners have limited liability) in the State
of Delaware and in all other jurisdictions in which the Partnership may conduct
business or own property; (b) all instruments that the General Partner or any
Liquidator deems appropriate or necessary to reflect any amendment, change,
modification or restatement of this Agreement in accordance with its terms; (c)
all conveyances and other instruments or documents that the General Partner or
any Liquidator deems appropriate or necessary to reflect the dissolution and
liquidation of the Partnership pursuant to the terms of this Agreement,
including, without limitation, a certificate of cancellation; (d) all
instruments relating to the admission, withdrawal, removal or substitution of
any Partner pursuant to, or other events described in, Articles 11, 12 and
13 or the Capital Contribution of any Partner; and (e) all certificates,
documents and other instruments relating to the determination of the rights,
preferences and privileges of Partnership Interests; and(ii)
    
    execute, swear to, acknowledge and file all ballots, consents,
approvals, waivers, certificates and other instruments appropriate or
necessary, in the
 21




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sole and absolute discretion of the General Partner or any Liquidator, to
make, evidence, give, confirm or ratify any vote, consent, approval,
agreement or other action which is made or given by the Partners hereunder
or is consistent with the terms of this Agreement or appropriate or
necessary, in the sole discretion of the General Partner or any Liquidator,
to effectuate the terms or intent of this Agreement.
 Article 14
  Term
 Article 13
 Number of Partners
  22




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ARTICLE 3.
PURPOSE
 Purpose and Business
 provided however
 Powers
 provided however
 Partnership Only for Purposes Specified
 Section 3.1 Section 3.1
 23




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Representations and Warranties by the Parties
    24




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Exhibit E
 Exhibit F
  Section 3.4.D(i) or (ii) Exhibit I
 Sections 3.4.A, 3.4.B, 3.4.C and
3.4.D
  Certain ERISA Matters
  25




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ARTICLE 4.
CAPITAL CONTRIBUTIONS
 Capital Contributions of the Partners
 Exhibit A Exhibit A Exhibit A Exhibit A Sections 4.3 and
10.5
 Loans
 Section 4.3 provided
 Additional Funding and Capital Contributions
 General Additional Funds Section 4.3
 Issuance of Additional Partnership Interests
 26




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Section 4.3.B Sections 5.4 and
6.2.C
 Percentage Interest Adjustments in the Case of Capital Contributions for Partnership
Units
 Section 4.3.D
 No Preemptive Rights
  Other Contribution Provisions
  ARTICLE 5.
DISTRIBUTIONS
 Requirement and Characterization of Distributions
 Section 5.1 Preferred Distribution Shortfall pro rata
 27




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pro rata pro rata pro rata Article 23 Article 4 REIT
Requirements Section 23.2
 Distributions in Kind
 Articles 5, 6 and
10 provided, however,
 Distributions Upon Liquidation
 Section 13.2
 Distributions to Reflect Issuance of Additional Partnership Interests
 Section 4.3.B or 4.4 Article 5 Section 5.1 Section 5.4
 28




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ARTICLE 6.
ALLOCATIONS
 Timing and Amount of Allocations of Net Income and Net Loss
 Article 6
 General Allocations
 In General Article 6
 Net Income Section 6.3
 (a)
    
    First,100% to the General Partner in an amount equal to the
remainder, if any, of the cumulative Net Losses allocated to the General
Partner pursuant to Section 6.2.B.2(e) for all prior Partnership Years
minusthe cumulative Net Income allocated to the General Partner pursuant to
this Section 6.2.B.1(a) for all prior Partnership Years;(b)
    
    Second,100% to each Holder of Partnership Interests in an
amount equal to the remainder, if any, of the cumulative Net Losses allocated
to each such Holder pursuant to Section 6.2.B.2(d) for all prior
Partnership Years minusthe cumulative Net Income allocated to such Holder
pursuant to this Section 6.2.B.1(b) for all prior Partnership Years;(c)
    
    Third,100% to the Holders of Preferred Units in an amount
equal to the remainder, if any, of the cumulative Net Losses allocated to such
Holders pursuant to Section 6.2.B.2(c) for all prior Partnership Years
minusthe cumulative Net Income allocated to such Holders pursuant to this
Section 6.2.B.1(c) for all prior Partnership Years;(d)
    
    Fourth, 100% to the Holders of Class B Common Units in an
amount equal to the remainder, if any, of the cumulative Net Losses allocated
to each such Holder pursuant to Section 6.2.B.2(b) for all prior
Partnership Years minusthe cumulative Net Income allocated to each Holder
pursuant to this Section 6.2.B.1(d) for all prior Partnership Years;(e)
    
    Fifth, 100% to the Holders of Class A Common Units, in an
amount equal to the remainder, if any, of the cumulative Net Losses allocated
to each such Holder pursuant to Section 6.2.B.2(a) for all prior
Partnership Years
 29




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minusthe cumulative Net Income allocated to each Holder pursuant to this
Section 6.2.B.1(e) for all prior Partnership Years;(f)
    
    Sixth, 100% to the Holders of Preferred Units, with respect to
each series of Preferred Units, in an amount equal to the excess of (i) the
cumulative Priority Return to the last day of the current Partnership Year or
to the date of redemption of such Preferred Units, to the extent such Preferred
Units are redeemed during such year, over (ii) the cumulative Net Income
allocated to the Holders of such Preferred Units, pursuant to this Section
6.2.B.1(f) for all prior Partnership Years;(g)
    
    Seventh, 100% to the Holders of Class B Common Units in an
amount equal to the excess of (i) the cumulative Class B Distributions made in
the current and all prior Partnership Years over (ii) the cumulative Net Income
allocated to the Holders of such Class B Common Units, pursuant to this
Section 6.2.B.1(g) for all prior Partnership Years; and(h)
    
    Eighth,100% to the Holders of Class A Common Units in
accordance with their respective Percentage Interests in the Class A Common
Units.
 Section 6.2.B.1
 Net Losses Section 6.3
 (a)
    
    First,100% to the Holders of Class A Common Units in
accordance with their respective Percentage Interests in the Class A Common
Units (to the extent consistent with this Section 6.2.B.2(a)) until the
Adjusted Capital Account (ignoring for this purpose any amounts a Holder is
obligated to contribute to the capital of the Partnership or is deemed
obligated to contribute pursuant to Regulations Section 1.704-1(b)(2)(ii)(c)(2)
and ignoring the Holders Class B Common Capital) of each such Holder is zero;(b)
    
    Second,100% to the Holders of Class B Common Units in
accordance with their respective Percentage Interests in the Common Units (to
the extent consistent with this Section 6.2.B.2(b)) until the Adjusted
Capital Account (ignoring for this purpose any amounts a Holder is obligated to
contribute to the capital of the Partnership or is deemed obligated to
contribute pursuant to Regulations Section 1.704-1(b)(2)(ii)(c)(2)) of each
such Holder is zero;(c)
    
    Third,100% to the Holders of Preferred Units, pro ratato each
such Holders Adjusted Capital Account (ignoring for this purpose any amounts a
Holder is obligated to contribute to the capital of the Partnership or is
deemed obligated to contribute pursuant to Regulations Section 1.704-
 30




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1(b)(2)(ii)(c)(2)), until the Adjusted Capital Account (as so modified) of
each such Holder is zero;(d)
    
    Fourth, 100% to the Holders of Partnership Interests to the
extent of, and in proportion to, the positive balance (if any) in their
Adjusted Capital Accounts; and(e)
    
    Fifth, 100% to the General Partner.
 Allocations to Reflect Issuance of Additional Partnership Interests Section 4.3 or 4.4 Section 6.2 or to Section 12.2.B
 Allocations After Liquidating Event Section 6.3 Section 6.1.B.1 and B.2 Section
6.1.B.1 and B.2
 Additional Allocation Provisions
 Article 6
 Regulatory Allocations
 Minimum Gain Chargeback Section 6.2 Article 6 Section 6.3.A(i) Section 6.3.A(i)
 31




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Partner Minimum Gain Chargeback Section
6.2 Article 6 Section 6.3.A(i) Section
6.3.A(ii) Section 6.3.A(ii)
 Nonrecourse Deductions and Partner Nonrecourse Deductions
 Qualified Income Offset Section 6.3.A(iv) Article 6 Section 6.3.A(iv) Section
6.3.A(iv) Section 6.3.A(iv)
 Gross Income Allocation provided Section 6.3.A(v)
 32




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Article 6 Section
6.3.A(v) Section 6.3.A(iv)
 Limitation on Allocation of Net Loss Section 6.2.B.2 Section 6.3.A(vi)
 Section 754 Adjustment
 Curative Allocation Sections
6.3.A(i), (ii), (iii), (iv), (v), (vi), and (vii) Regulatory Allocations Sections
6.1 and 6.2
  Tax Allocations
 In General Section 6.4 Tax Items Sections 6.2 and 6.3
 Allocations Respecting Section 704(c) Revaluations Section
6.4.A
 33




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Section 4.1 Article 1
 ARTICLE 7.
MANAGEMENT AND OPERATIONS OF BUSINESS
 Management
 provided however Section 7.3 Section 3.2 Section 3.1
 (i)
    
    the making of any expenditures, the lending or borrowing of
money (including, without limitation, making prepayments on loans and borrowing
money to permit the Partnership to make distributions to its Partners in such
amounts as will permit AMB, in its capacity as the sole general partner of the
Operating Partnership and as the owner of 100% of the equity interests of the
General Partner (for so long as AMB has determined to qualify as a REIT), to
avoid the payment of any Federal income tax (including, for this purpose, any
excise tax pursuant to Section 4981 of the Code) and to make distributions to
its stockholders sufficient to permit AMB to maintain REIT status), the
assumption or guarantee of, or other contracting for, indebtedness and other
liabilities, the issuance of evidences of indebtedness (including the securing
of same by mortgage, deed of trust or other lien or encumbrance on all or any
of the Partnerships assets) and the incurring of any obligations it deems
necessary for the conduct of the activities of the Partnership;
 34




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(ii)
    
    the making of tax, regulatory and other filings, or rendering
of periodic or other reports to governmental or other agencies having
jurisdiction over the business or assets of the Partnership;(iii)
    
    subject to the provisions of Section 7.3.D, the
acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or
exchange of any assets of the Partnership or the merger or other combination of
the Partnership with or into another entity;(iv)
    
    the mortgage, pledge, encumbrance or hypothecation of all or
any assets of the Partnership, and the use of the assets of the Partnership
(including, without limitation, cash on hand) for any purpose consistent with
the terms of this Agreement and on any terms it sees fit, including, without
limitation, the financing of the conduct or the operations of the General
Partner or the Partnership, the lending of funds to other Persons (including,
without limitation, the General Partner (if necessary to permit the financing
or capitalization of a subsidiary of the General Partner or the Partnership)
and any Subsidiaries of the Partnership) and the repayment of obligations of
the Partnership, any of its Subsidiaries and any other Person in which it has
an equity investment;(v)
    
    the negotiation, execution, and performance of any contracts,
leases, conveyances or other instruments that the General Partner considers
useful or necessary to the conduct of the Partnerships operations or the
implementation of the General Partners powers under this Agreement;(vi)
    
    the distribution of Partnership cash or other Partnership
assets in accordance with this Agreement;(vii)
    
    the selection and dismissal of employees of the Partnership
(including, without limitation, employees having titles such as president,
vice president, secretary and treasurer), and agents, outside attorneys,
accountants, consultants and contractors of the Partnership, the determination
of their compensation and other terms of employment or hiring, including
waivers of conflicts of interest and the payment of their expenses and
compensation out of the Partnerships assets;(viii)
    
    the maintenance of such insurance for the benefit of the Partnership and the
Partners as it deems necessary or appropriate;(ix)
    
    the formation of, or acquisition of an interest in, and the
contribution of property to, any further limited or general partnerships, joint
ventures or other relationships that it deems desirable (including, without
limitation, the acquisition of interests in, and the contributions of property
to any Subsidiary and any other Person in which it has an equity investment
from time to time); providedthat as long as AMB, in its capacity as the owner
of 100% of the equity interests of the General Partner and as the sole general
partner of the Operating Partnership, has determined to continue to
 35




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qualify as a REIT, the Partnership may not engage in any such formation,
acquisition or contribution that would cause AMB to fail to qualify as a
REIT;(x)
    
    the control of any matters affecting the rights and obligations
of the Partnership, including the conduct of litigation and the incurring of
legal expense and the settlement of claims and litigation, and the
indemnification of any Person against liabilities and contingencies to the
extent permitted by law;(xi)
    
    the undertaking of any action in connection with the
Partnerships direct or indirect investment in any Person (including, without
limitation, contributing or loaning Partnership funds to, incurring
indebtedness on behalf of, or guarantying the obligations of any such Persons);(xii)
    
    subject to the other provisions in this Agreement, the
determination of the fair market value of any Partnership property distributed
in kind using such reasonable method of valuation as it may adopt; provided
that, such methods are otherwise consistent with requirements of this
Agreement;(xiii)
    
    the management, operation, leasing, landscaping, repair, alteration,
demolition or improvement of any real property or improvements owned by the
Partnership or any Subsidiary of the Partnership or any Person in which the
Partnership has made a direct or indirect equity investment;(xiv)
    
    holding, managing, investing and reinvesting cash and other
assets of the Partnership;(xv)
    
    the collection and receipt of revenues and income of the
Partnership;(xvi)
    
    the exercise, directly or indirectly through any
attorney-in-fact acting under a general or limited power of attorney, of any
right, including the right to vote, appurtenant to any asset or investment held
by the Partnership;(xvii)
    
    the exercise of any of the powers of the General Partner enumerated in this
Agreement on behalf of or in connection with any Subsidiary of the Partnership
or any other Person in which the Partnership has a direct or indirect interest,
or jointly with any such Subsidiary or other Person;(xviii)
    
    the exercise of any of the powers of the General Partner enumerated in this
Agreement on behalf of any Person in which the Partnership does not have an
interest, pursuant to contractual or other arrangements with such Person;(xix)
    
    the making, execution and delivery of any and all deeds,
leases, notes, deeds to secure debt, mortgages, deeds of trust, security
agreements, conveyances, contracts, guarantees, warranties, indemnities,
waivers, releases or legal instruments or other agreements in writing necessary
or
 36




---



##### 



appropriate in the judgment of the General Partner for the accomplishment of
any of the powers of the General Partner enumerated in this Agreement; and
 (xx)
    
    the making of loans by the Partnership to its Partners, for any
purpose, providedthat such loans be upon arms-length terms.
 Section 7.3
   Exhibit H
  Certificate of Limited Partnership
  37




---



##### 



Section 8.5.A(iv)
 Restrictions on General Partners Authority
  (i)
    
    take any action that would make it impossible to carry on the
ordinary business of the Partnership, except as otherwise provided in this
Agreement;(ii)
    
    possess Partnership property, or assign any rights in specific
Partnership property, for other than a Partnership purpose except as otherwise
provided in this Agreement;(iii)
    
    admit a Person as a Partner, except as otherwise provided in
this Agreement;(iv)
    
    perform any act that would subject a Limited Partner to
liability as a general partner in any jurisdiction or any other liability
except as provided herein or under the Act; or(v)
    
    perform any act that would subject the Partnership to
regulation as an investment company as such term is defined under the
Investment Company Act of 1940, as amended.
  (i)
    
    except as provided in Section 7.3.D below, amend,
modify or terminate this Agreement other than to reflect the admission,
substitution, termination or withdrawal of partners pursuant to Article
12;(ii)
    
    make a general assignment for the benefit of creditors or
appoint or acquiesce in the appointment of a custodian, receiver or trustee for
all or any part of the assets of the Partnership;
 38




---



##### 



(iii)
    
    institute any proceeding for bankruptcy on behalf of the
Partnership;(iv)
    
    confess a judgment against the Partnership; or(v)
    
    enter into a merger (including a triangular merger),
consolidation or other combination of the Partnership with or into another
entity.
 Section 13.1 Section 13.1.F
 Sections 7.3.B and 7.3.C Section 7.3.E
 (i)
    
    to add to the obligations of the General Partner or surrender
any right or power granted to the General Partner or any Affiliate of the
General Partner for the benefit of the Limited Partners;(ii)
    
    to reflect the issuance of additional Partnership Interests
pursuant to Section 4.3.B, or the admission, substitution, termination,
reduction in Partnership Units or withdrawal of Partners in accordance with
this Agreement (which may be effected through the replacement of Exhibit
A with an amended Exhibit A);(iii)
    
    to set forth or amend the designations, rights, powers,
duties, and preferences of the holders of any additional Partnership Interests
issued pursuant to Article 4;(iv)
    
    to reflect a change that is of an inconsequential nature and
does not adversely affect the Limited Partners in any material respect, or to
cure any ambiguity in, correct or supplement any provision, or make other
changes with respect to matters arising under, this Agreement that will not be
inconsistent with law or with the provisions of this Agreement;(v)
    
    to satisfy any requirements, conditions, or guidelines
contained in any order, directive, opinion, ruling or regulation of a Federal,
state of local agency or contained in Federal, state or local law;(vi)
    
    to reflect such changes as are reasonably necessary for AMB, in
its capacity as the owner of 100% of the equity interests of the General
Partner and as the sole general partner of the Operating Partnership, to
maintain its status as a REIT, including changes which may be necessitated due
to a change in applicable law (or an authoritative interpretation thereof) or a
ruling of the IRS; and
 39




---



##### 



(vii)
    
    to modify, as set forth in the definition of Capital
Account, the manner in which Capital Accounts are computed.
 Section 7.3.D
 Sections 7.3.B, 7.3.C and 7.3.D Article 5 Section 13.2.A(4) Article 6 Sections 4.3 and 7.3.D Section 23.4 Section 7.3.E Section 7.3
 Exhibit G
 Reimbursement of the General Partner
 Section 7.4 Articles 5 and 6
 Section 7.7
 Section
7.4
 Outside Activities of the General Partner
  40




---



##### 



Section 7.5
 Employee Benefit Plans
  Indemnification
 Section 7.7 Section 7.7.A nolo contendere
 41




---



##### 



Section 7.7.A Section 7.7 Section 7.7
 Section 7.7.A
 Section 7.7
  Section 7.7 Section 7.7
  Section 7.7
 Section 7.7 Section 7.7 Section 7.7
 42




---



##### 



Section
7.7
  Section 7.7.K
 Liability of the General Partner
  provided
 Section
7.1.A
 Section 7.8
 43




---



##### 



Section 7.8
 Other Matters Concerning the General Partner
    Section
23.2
  Title to Partnership Assets
  44




---



##### 



provided however
 Reliance by Third Parties
  ARTICLE 8.
RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS
 Limitation of Liability
  Management of Business
  45




---



##### 



Section
7.1 Section 12.1
 Outside Activities of Limited Partners
  Return of Capital
 Section 23.4
 Rights of Limited Partners Relating to the Partnership
 Section 8.5.B
 46




---



##### 



(i)
    
    to obtain a copy of the most recent annual and quarterly
reports filed with the Securities and Exchange Commission by AMB pursuant to
the Exchange Act, and each communication sent to the stockholders of AMB;(ii)
    
    to obtain a copy of the Partnerships Federal, state and local
income tax returns for each Partnership Year;(iii)
    
    to obtain a current list of the name and last known business,
residence or mailing address of each Partner;(iv)
    
    to obtain a copy of this Agreement and the Certificate and all
amendments thereto, together with executed copies of all powers of attorney
pursuant to which this Agreement, the Certificate and all amendments thereto
have been executed; and(v)
    
    to obtain true and full information regarding the amount of
cash and a description and statement of any other property or services
contributed by each Partner and which each Partner has agreed to contribute in
the future, and the date on which each became a Partner.
 Section 8.5
 ARTICLE 9.
BOOKS, RECORDS, ACCOUNTING AND REPORTS
 Records and Accounting
 Section 9.3 provided
 Fiscal Year
  47




---



##### 



Reports
 Form 10-K Commission
 Form 10-Q
 Nondisclosure of Certain Information
 Sections 9.1 and 9.3
 ARTICLE 10.
TAX MATTERS
 Preparation of Tax Returns
  48




---



##### 



Tax Elections
  Tax Matters Partner
 provided however
  (i)
    
    to enter into any settlement with the IRS with respect to any
administrative or judicial proceedings for the adjustment of Partnership items
required to be taken into account by a Partner for income tax purposes (such
administrative proceedings being referred to as a tax audit and such
judicial proceedings being referred to as judicial review), and in the
settlement agreement the tax matters partner may expressly state that such
agreement shall bind all Partners, except that such settlement agreement shall
not bind any Partner (a) who (within the time prescribed pursuant to the Code
and Regulations) files a statement with the IRS providing that the tax matters
partner shall not have the authority to enter into a settlement agreement on
behalf of such Partner or (b) who is a notice partner (as defined in Section
6231 of the Code) or a member of a notice group (as defined in Section
6223(b)(2) of the Code);(ii)
    
    in the event that a notice of a final administrative
adjustment at the Partnership level of any item required to be taken into
account by a Partner for tax purposes (a final adjustment) is mailed to the
tax matters partner, to seek judicial review of such final adjustment,
including the filing of a petition for readjustment with the Tax Court or the
United States Claims Court, or the filing of a
complaint for refund with the District Court of the United States for the
district in which the Partnerships principal place of business is
located;(iii)
    
    to intervene in any action brought by any other Partner for
judicial review of a final adjustment;(iv)
    
    to file a request for an administrative adjustment with the
IRS at any time and, if any part of such request is not allowed by the IRS, to
file an
 49




---



##### 



appropriate pleading (petition or complaint) for judicial review with
respect to such request;
 (v)
    
    to enter into an agreement with the IRS to extend the period
for assessing any tax which is attributable to any item required to be taken
into account by a Partner for tax purposes, or an item affected by such item;
and(vi)
    
    to take any other action on behalf of the Partners of the
Partnership in connection with any tax audit or judicial review proceeding to
the extent permitted by applicable law or regulations.
 Section 7.7
  Organizational Expenses
  Withholding
 Section
10.5
 50




---



##### 



Section 10.5 Wall Street
Journal i.e.
 ARTICLE 11.
TRANSFERS AND WITHDRAWALS
 Transfer
 Article 11 Article 11 Section 23.4
 Article 11 Article 11 ab initio
 Transfer of Common Limited Partners Partnership Interest
 Section 11.2.A Section 11.2.B Section 11.2.A ab initio
 Section 11.2.A
 51




---



##### 



Preferred Limited Partners and Class B Common Limited Partners Rights to
Transfer
 Section 11.6 Section 11.6 Section 11.6 Pledge Section 11.6 provided
 Section 23.4 Section 3.4.D Section 11.5
  52




---



##### 



Section
11.2 Section 11.3
 Section 23.4
 provided
  Substituted Limited Partners
 Section 11.4
 Article 11
 53




---



##### 



Section 2.4 Section 3.4
 Exhibit A
 Assignees
 Section 11.3 Section 11.4 Article 11 Section 23.4 Article 11 Section 3.4
 General Provisions
 Article 11 Section
23.4 provided, further,
 Article 11
 54




---



##### 



Section 23.4
 Article 11
 Article
11
 Article 11 Section 2.6
 55




---



##### 



Section 3.4.D
 Safe Harbors
 ARTICLE 12.
ADMISSION OF PARTNERS
 Admission of Successor General Partner
 Article
11
 Admission of Additional Limited Partners
 Section 2.4
 56




---



##### 



Section 12.2 Section 12.2.A
 Amendment of Agreement and Certificate of Limited Partnership
 Exhibit A Section 2.4
 ARTICLE 13.
DISSOLUTION AND LIQUIDATION
 Dissolution
 Section 13.1.B Liquidating Events
 Section 2.5
  57




---



##### 



Section 7.3.C
    Winding Up
 Liquidator
 (i)
    
    First, to the payment and discharge of all of the
Partnerships debts and liabilities to creditors other than the Partners;(ii)
    
    Second, to the payment and discharge of all of the
Partnerships debts and liabilities to the General Partner;(iii)
    
    Third, to the payment and discharge of all of the
Partnerships debts and liabilities to the other Partners; and(iv)
    
    The balance, if any, to the Partners in accordance with their
Capital Account balances determined after giving effect to all contributions
and distributions for all periods, and after taking into account all Capital
Account adjustments for the Partnership taxable year during which the
 58




---



##### 



liquidation occurs (other than those made as a result of the liquidating
distribution set forth in this Section 13.2.A(iv)).
 Article 13 Section 7.4
 Section 13.2.A Section 13.2.A
 Section 13.1.E
 Compliance with Timing Requirements of Regulations
 Article 13 pro rata Article 13
  59




---



##### 



provided
 Deemed Distribution and Recontribution
 Article 13
 Rights of Limited Partners
  Notice of Dissolution
 Section 13.1
 Cancellation of Certificate of Limited Partnership
 Section 13.2
 60




---



##### 



Reasonable Time for Winding-Up
 Section 13.2
 Waiver of Partition
  ARTICLE 14.
AMENDMENT OF PARTNERSHIP AGREEMENT; CONSENTS
 Amendments
 Section 7.3 Article 14
 provided
 Action by the Partners
 Section 14.1
 61




---



##### 



ARTICLE 15.
GENERAL PROVISIONS
 Addresses and Notice
 Exhibit A
 Titles and Captions
 Articles Sections
 Pronouns and Plurals
  62




---



##### 



Further Action
  Binding Effect
  Creditors
  Waiver
  Counterparts
  Applicable Law
  Invalidity of Provisions
  Entire Agreement
 Exhibit H
 63




---



##### 



No Rights as Stockholders
  ARTICLE 16.
INTENTIONALLY OMITTED
 ARTICLE 17.
INTENTIONALLY OMITTED
 ARTICLE 18.
INTENTIONALLY OMITTED
 ARTICLE 19.
INTENTIONALLY OMITTED
 ARTICLE 20.
INTENTIONALLY OMITTED
 ARTICLE 21.
INTENTIONALLY OMITTED
 ARTICLE 22.
INTENTIONALLY OMITTED
 64




---



##### 



ARTICLE 23.
CLASS B COMMON UNITS
 Designation
 Class B Common Units
 Ranking
  Distributions
 Payment of Distributions Section 5.1 Class B Distributions REIT Dividend Section 23.4
 Distributions Cumulative
 65




---



##### 



Priority as to Distributions
 Sections 23.3.C(i) provided
 No Further Rights
 Class B Redemption
 Tendered Units Class B Redemption provided Tendering Partner
 66




---



##### 



Section 23.4.A
 Section 8.6.E
  Sections 23.4.A, 23.4.B, 23.4.C Section 23.4.E ab initio
 67




---



##### 



Section 23.4.E Section 23.4
 (i)
    
    All Class B Common Units acquired by AMB pursuant thereto shall
automatically, and without further action required, be converted into and
deemed to be Class A Common Units.(ii)
    
    Without the consent of the General Partner, each Class B Common
Limited Partner may not effect a Class B Redemption for less than 10,000
Partnership Units or, if the Class B Common Limited Partner holds less than
10,000 Partnership Units, all of the Class B Common Units held by such Class B
Common Limited Partner.(iii)
    
    Without the consent of the General Partner, each Class B
Common Limited Partner may not effect a Class B Redemption during the period
after the Partnership Record Date with respect to a distribution and before the
record date established by AMB for a distribution to its common stockholders of
some or all of its portion of such distribution.(iv)
    
    The consummation of any Class B Redemption or exchange for REIT
Shares shall be subject to the expiration or termination of the applicable
waiting period, if any, under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended.(v)
    
    Each Tendering Partner shall continue to own all Class B Common
Units subject to any Class B Redemption or exchange for REIT Shares, and be
treated as a Class B Common Limited Partner with respect to such Class B Common
Units for all purposes of this Agreement, until such Class B Common Units are
transferred to AMB and paid for or exchanged as of the Specified Redemption
Date. Until a Specified Redemption Date, the Tendering Partner shall have no
rights as a stockholder of AMB with respect to any exchange of such Tendering
Partners Class B Common Units.
 Section 4.3.B Section 23.4
 ARTICLE 24.
INTENTIONALLY OMITTED
 )
 68




---



##### 



GENERAL PARTNER:AMB PROPERTY HOLDING CORPORATION, a Maryland corporationBy:
    
    /s/ Thomas S. OlingerThomas S. OlingerChief Financial OfficerCLASS A COMMON LIMITED PARTNER:AMB PROPERTY, L.P., a Delaware limited partnershipBy:
    
    AMB Property Corporation,its general partnerBy:
    
    /s/ Thomas S. OlingerThomas S. OlingerChief Financial OfficerGENERAL PARTNER OF CLASS A COMMON LIMITED PARTNER:AMB PROPERTY CORPORATION,
a Maryland corporationBy:
    
    /s/ Thomas S. OlingerThomas S. OlingerChief Financial Officer
 S-1




---



##### 



EXHIBIT A
 PARTNERS, CONTRIBUTIONS, AND PARTNERSHIP INTERESTS
 I. Common Units
 Agreed Value
    
    
    
    
    
    
    
    
    
    
    Percentage
    
    
    CommonContribution
    
    
    Cash
    
    
    of Contributed
    
    
    Total
    
    
    Partnership
    
    
    Interest in
    
    
    PercentageName of Partner
    
    Date
    
    
    Contributions
    
    
    Property
    
    
    Contributions
    
    
    Units
    
    
    Class
    
    
    InterestClass A Common UnitsGeneral Partner:AMB Property Holding Corporation
    
    
    11/26/97
    
    
    
    
    
    
    $
    3,626,023
    
    
    $
    3,626,023
    
    
    
    172,668
    
    
    
    
    
    
    
    AMB Property Holding Corporation
    
    
    12/31/01
    
    
    
    
    
    
    $
    (3,626,023
    )
    
    $
    (3,626,023
    )
    
    
    (172,668
    )
    
    
    
    
    
    
    Texas AMB I, LLC
    
    
    12/31/01
    
    
    
    
    
    
    $
    3,626,023
    
    
    $
    3,626,023
    
    
    
    172,668
    
    
    
    
    
    
    
    Texas AMB I, LLC
    
    
    1/1/08
    
    
    
    
    
    
    $
    (3,626,023
    )
    
    $
    (3,626,023
    )
    
    
    (172,668
    )
    
    
    
    
    
    
    AMB Property Holding Corporation
    
    
    1/1/08
    
    
    
    
    
    
    $
    3,626,023
    
    
    $
    3,626,023
    
    
    
    172,668
    
    
    
    .85427
    %
    
    
    .80419
    %Limited Partners:
    
    
    11/26/97
    

    

    
    
    
    
    $
    358,976,301
    
    
    $
    358,976,301
    
    
    
    17,094,110AMB Property, L.P.
    
    
    06/30/98
    
    
    
    
    
    
    $
    1,161,489
    
    
    $
    1,161,489
    
    
    
    47,602AMB Property, L.P.
    
    
    7/20/05
    
    
    
    
    
    
    $
    544,704
    
    
    $
    544,704
    
    
    
    17,670AMB Property, L.P.
    
    
    11/10/09
    
    
    
    
    
    
    $
    67,801,815
    
    
    $
    67,801,815
    
    
    
    2,880,281
    
    
    
    99.14573
    %
    
    
    93.33344
    %Total Class A Common Units
    
    
    
    
    
    
    
    
    
    $
    432,110,332
    
    
    $
    432,110,332
    
    
    
    20,212,331
    
    
    
    100.0000
    %
    
    
    94.13763
    %Class B Common UnitsFred Shepherd, LLC
    
    
    11/14/03
    
    
    
    
    
    
    $
    2,307,918
    
    
    $
    2,307,918
    
    
    
    74,868
    
    
    
    
    
    
    
    Fred Shepherd, LLC
    
    
    11/14/03
    
    
    
    
    
    
    $
    (2,307,918
    )
    
    $
    (2,307,918
    )
    
    
    (74,868
    )
    
    
    
    
    
    
    East Grand
Business Center Partnership, L.P.
    
    
    11/14/03
    
    
    
    
    
    
    $
    2,178,817
    
    
    $
    2,178,817
    
    
    
    70,680
    
    
    
    
    
    
    
    East Grand
Business Center Partnership, L.P.
    
    
    11/14/03
    
    
    
    
    
    
    $
    (2,178,817
    )
    
    $
    (2,178,817
    )
    
    
    (70,680
    )
    
    
    
    
    
    
    Paul Shepherd
    
    
    11/14/03
    
    
    
    
    
    
    $
    1,314,010
    
    
    $
    1,314,010
    
    
    
    42,626
    
    
    
    3.38647
    %
    
    
    .19852
    %Virginia Shepherd (Trust)
    
    
    11/14/03
    
    
    
    
    
    
    $
    544,704
    
    
    $
    544,704
    
    
    
    17,670
    
    
    
    
    
    
    
    John French
    
    
    11/14/03
    
    
    
    
    
    
    $
    1,858,715
    
    
    $
    1,858,715
    
    
    
    60,296
    
    
    
    4.79029
    %
    
    
    .28082
    %Jack Woodruff (Trust)
    
    
    11/14/03
    
    
    
    
    
    
    $
    769,306
    
    
    $
    769,306
    
    
    
    24,956
    
    
    
    1.98266
    %
    
    
    .11623
    %Virginia Shepherd (Trust)
    
    
    7/20/05
    
    
    
    
    
    
    $
    (544,704
    )
    
    $
    (544,704
    )
    
    
    (17,670
    )
    
    
    
    
    
    
    J.A. Green Development Corp.
    
    
    11/01/06
    
    
    
    
    
    
    $
    31,117,860
    
    
    $
    31,117,860
    
    
    
    552,515
    
    
    
    43.89523
    %
    
    
    2.57330
    %JAGI, Inc.
    
    
    11/01/06
    
    
    
    
    
    
    $
    32,571,170
    
    
    $
    32,571,170
    
    
    
    578,320
    
    
    
    45.94534
    %
    
    
    2.69348
    %Total Class B Common Units
    
    
    
    
    
    
    
    
    
    $
    67,631,061
    
    
    $
    67,631,061
    
    
    
    1,258,713
    
    
    
    100.0000
    %
    
    
    5.86237
    %Total Combined Common Units
    
    
    
    
    
    
    
    
    
    $
    499,741,393
    
    
    $
    499,741,393
    
    
    
    21,471,044
    
    
    
    100.0000
    %
    
    
    100.0000
    %
  
    
    The amount of this Capital
Contribution reflects the Gross Asset Value, as defined in Section 1.1 of the Agreement, of the Series D
Preferred Units contributed to the Partnership.
 A-1




---



##### 



EXHIBIT A
 PARTNERS, CONTRIBUTIONS, AND PARTNERSHIP INTERESTS
 II. Series C Preferred Units
 Agreed Value of
    
    
    
    
    
    
    Series CContribution
    
    
    Cash
    
    
    Contributed
    
    
    Total
    
    
    Partnership
    
    
    PercentageName of Partner
    
    Date
    
    
    Contributions
    
    
    Property
    
    
    Contributions
    
    
    Units
    
    
    InterestLimited Partner:Belcrest Realty Corporation
    
    
    11/24/98
    
    
    $
    24,000,000
    
    
    
    
    
    
    $
    24,000,000
    
    
    
    480,000
    
    
    
    21.81818
    %Belair Real Estate Corporation
    
    
    11/24/98
    
    
    $
    86,000,000
    
    
    
    
    
    
    $
    86,000,000
    
    
    
    1,720,000
    
    
    
    78.18182
    %Belcrest Realty Corporation
    
    
    2/23/99
    
    
    $
    19,050,000
    
    
    
    
    
    
    $
    19,050,000
    
    
    
    381,000
    
    
    
    17.31818
    %Belair Real Estate Corporation
    
    
    2/23/99
    
    
    $
    (19,050,000
    )
    
    
    
    
    
    $
    (19,050,000
    )
    
    
    (381,000
    )
    
    
    (17.31818
    %)Belcrest Realty Corporation
    
    
    4/29/99
    
    
    $
    11,950,000
    
    
    
    
    
    
    $
    11,950,000
    
    
    
    239,000
    
    
    
    10.86364
    %Belair Real Estate Corporation
    
    
    4/29/99
    
    
    $
    (11,950,000
    )
    
    
    
    
    
    $
    (11,950,000
    )
    
    
    (239,000
    )
    
    
    (10.86364
    %)Argosy Realty Corporation
    
    
    7/9/99
    
    
    $
    1,625,300
    
    
    
    
    
    
    $
    1,625,300
    
    
    
    32,506
    
    
    
    1.47755
    %Belmar Realty Corporation
    
    
    7/9/99
    
    
    $
    1,625,300
    
    
    
    
    
    
    $
    1,625,300
    
    
    
    32,506
    
    
    
    1.47755
    %Belport Realty Corporation
    
    
    7/9/99
    
    
    $
    1,625,300
    
    
    
    
    
    
    $
    1,625,300
    
    
    
    32,506
    
    
    
    1.47755
    %Belrieve Realty Corporation
    
    
    7/9/99
    
    
    $
    1,625,300
    
    
    
    
    
    
    $
    1,625,300
    
    
    
    32,506
    
    
    
    1.47755
    %Belair Real Estate Corporation
    
    
    7/9/99
    
    
    $
    (6,501,200
    )
    
    
    
    
    
    $
    (6,501,200
    )
    
    
    (130,024
    )
    
    
    (5.91018
    %)Belcrest Realty Corporation
    
    
    7/28/99
    
    
    $
    15,000,000
    
    
    
    
    
    
    $
    15,000,000
    
    
    
    300,000
    
    
    
    13.63636
    %Belair Real Estate Corporation
    
    
    7/28/99
    
    
    $
    (15,000,000
    )
    
    
    
    
    
    $
    (15,000,000
    )
    
    
    (300,000
    )
    
    
    (13.63636
    %)Belmar Realty Corporation
    
    
    3/17/00
    
    
    $
    (1,625,300
    )
    
    
    
    
    
    $
    (1,625,300
    )
    
    
    (32,506
    )
    
    
    (1.47755
    %)Belcrest Realty Corporation
    
    
    3/17/00
    
    
    $
    (12,500,000
    )
    
    
    
    
    
    $
    (12,500,000
    )
    
    
    (250,000
    )
    
    
    (11.36364
    %)Belair Real Estate Corporation
    
    
    3/17/00
    
    
    $
    14,125,300
    
    
    
    
    
    
    $
    14,125,300
    
    
    
    282,506
    
    
    
    12.84118
    %Belair Real Estate Corporation
    
    
    12/19/00
    
    
    $
    1,625,300
    
    
    
    
    
    
    $
    1,625,300
    
    
    
    32,506
    
    
    
    1.47755
    %Altavera Realty Corporation,formerly
known as Belrieve Realty
    
    
    12/19/00
    
    
    $
    (1,625,300
    )
    
    
    
    
    
    $
    (1,625,300
    )
    
    
    (32,506
    )
    
    
    (1.47755
    %)CorporationBelport Realty Corporation
    
    
    3/14/01
    
    
    $
    (1,625,300
    )
    
    
    
    
    
    $
    (1,625,300
    )
    
    
    (32,506
    )
    
    
    (1.47755
    %)Belair Real Estate Corporation
    
    
    3/14/01
    
    
    $
    1,625,300
    
    
    
    
    
    
    $
    1,625,300
    
    
    
    32,506
    
    
    
    1.47755
    %Argosy Realty Corporation
    
    
    12/5/01
    
    
    $
    (1,625,300
    )
    
    
    
    
    
    $
    (1,625,300
    )
    
    
    (32,506
    )
    
    
    (1.47755
    %)Belair Real Estate Corporation
    
    
    12/5/01
    
    
    $
    (50,874,700
    )
    
    
    
    
    
    $
    (50,874,700
    )
    
    
    (1,017,494
    )
    
    
    (46.24972
    %)Belcrest Realty Corporation
    
    
    12/5/01
    
    
    $
    (57,500,000
    )
    
    
    
    
    
    $
    (57,500,000
    )
    
    
    (1,150,000
    )
    
    
    (52.27272
    %)Total Series C Preferred Units
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    0
    
    
    
    000.0000
    %
 III. Series D Preferred Units
 Agreed Value of
    
    
    
    
    
    
    Series DContribution
    
    
    Cash
    
    
    Contributed
    
    
    Total
    
    
    Partnership
    
    
    PercentageName of Partner
    
    Date
    
    
    Contributions
    
    
    Property
    
    
    Contributions
    
    
    Units
    
    
    InterestLimited Partner:J.P. Morgan Mosaic Fund, LLC
    
    
    5/5/99
    
    
    $
    79,766,850
    
    
    
    
    
    
    $
    79,766,850
    
    
    
    1,595,337
    
    
    
    100.0000
    %J.P. Morgan Mosaic Fund, LLC
    
    
    12/31/01
    
    
    $
    (79,766,850
    )
    
    
    
    
    
    $
    (79,766,850
    )
    
    
    (1,595,337
    )
    
    
    (100.0000
    %)JPM Mosaic I REIT, Inc.
    
    
    12/31/01
    
    
    $
    79,766,850
    
    
    
    
    
    
    $
    79,766,850
    
    
    
    1,595,337
    
    
    
    100.0000
    %JPM Mosaic I REIT, Inc.
    
    
    1/29/07
    
    
    $
    (79,766,850
    )
    
    
    
    
    
    $
    (79,766,850
    )
    
    
    (1,595,337
    )
    
    
    (100.0000
    %)JP Morgan Securities, Inc.
    
    
    1/29/07
    
    
    $
    79,766,850
    
    
    
    
    
    
    $
    79,766,850
    
    
    
    1,595,337
    
    
    
    100.0000
    %JP Morgan Securities, Inc.
    
    
    11/10/09
    
    
    $
    (79,766,850
    )
    
    
    
    
    
    $
    (79,766,850
    )
    
    
    (1,595,337
    )
    
    
    (100.0000
    %)AMB Property Corporation
    
    
    11/10/09
    
    
    $
    79,766,850
    
    
    
    
    
    
    $
    79,766,850
    
    
    
    1,595,337
    
    
    
    100.0000
    %AMB Property Corporation
    
    
    11/10/09
    
    
    $
    (79,766,850
    )
    
    
    
    
    
    $
    (79,766,850
    )
    
    
    (1,595,337
    )
    
    
    (100.0000
    %)AMB Property, L.P.
    
    
    11/10/09
    
    
    $
    79,766,850


    
    
    
    
    
    $
    79,766,850
    
    
    
    1,595,337
    
    
    
    100.0000
    %AMB Property, L.P.
    
    
    11/10/09
    
    
    $
    (79,766,850
    )
    
    
    
    
    
    $
    (79,766,850
    )
    
    
    (1,595,337
    )
    
    
    (100.0000
    %)Total Series D Preferred Units
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    0
    
    
    
    000.0000
    %
 
 
    
    Contributed to the Partnership for Class A Common Units. A-2




---



##### 



IV. Series E Preferred Units
 Agreed Value of
    
    
    
    
    
    
    Series EContribution
    
    
    Cash
    
    
    Contributed
    
    
    Total
    
    
    Partnership
    
    
    PercentageName of Partner
    
    Date
    
    
    Contributions
    
    
    Property
    
    
    Contributions
    
    
    Units
    
    
    InterestLimited Partner:Fifth Third Equity Exchange Fund 1999, LLC
    
    
    8/31/99
    
    
    $
    11,022,000
    
    
    
    
    
    
    $
    11,022,000
    
    
    
    220,440
    
    
    
    100.0000
    %Fifth Third Equity Exchange Fund 1999, LLC
    
    
    6/30/06
    
    
    $
    (11,022,000
    )
    
    
    
    
    
    $
    (11,022,000
    )
    
    
    (220,440
    )
    
    
    (100.0000
    %)Total Series E Preferred Units
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    0
    
    
    
    000.0000
    %
 V. Series F Preferred Units
 Agreed Value ofContribution
    
    
    Cash
    
    
    Contributed
    
    
    Total
    
    
    Series F
    
    
    PercentageName of Partner
    
    Date
    
    
    Contributions
    
    
    Property
    
    
    Contributions
    
    
    Partnership Units
    
    
    InterestLimited Partner:Bailard, Biehl & Kaiser Technology Exchange Fund, LLC
    
    
    3/22/00
    
    
    $
    19,871,950
    
    
    
    
    
    
    $
    19,871,950
    
    
    
    397,439
    
    
    
    100.0000
    %Bailard, Biehl & Kaiser Technology Exchange Fund, LLC
    
    
    7/31/02
    
    
    $
    (6,500,000
    )
    
    
    
    
    
    $
    (6,500,000
    )
    
    
    (130,000
    )
    
    
    (32.70942
    %)Bailard, Biehl & Kaiser Technology Exchange Fund, LLC
    
    
    7/14/03
    
    
    $
    (3,300,000
    )
    
    
    
    
    
    $
    (3,300,000
    )
    
    
    (66,300
    )
    
    
    (16.60632
    %)Bailard Technology Exchange Fund, LLC (formerly
Bailard, Biehl & Kaiser Technology Exchange Fund,
LLC)
    
    
    9/21/06
    
    
    $
    (10,071,950
    )
    
    
    
    
    
    $
    (10,071,950
    )
    
    
    (201,139
    )
    
    
    (50.60877
    %)Total Series F Preferred Units
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    0
    
    
    
    000.0000
    %
 VI. Series G Preferred Units
 Agreed Value of
    
    
    
    
    
    
    Series GContribution
    
    
    Cash
    
    
    Contributed
    
    
    Total
    
    
    Partnership
    
    
    PercentageName of Partner
    
    Date
    
    
    Contributions
    
    
    Property
    
    
    Contributions
    
    
    Units
    
    
    InterestLimited Partner:Bailard, Biehl & Kaiser Technology Exchange Fund, LLC
    
    
    8/29/00
    
    
    $
    1,000,000
    
    
    
    
    
    
    $
    1,000,000
    
    
    
    20,000
    
    
    
    100.0000
    %Bailard, Biehl & Kaiser Technology Exchange Fund, LLC
    
    
    7/31/02
    
    
    $
    (1,000,000
    )
    
    
    
    
    
    $
    (1,000,000
    )
    
    
    (20,000
    )
    
    
    (100.0000
    %)Total Series G Preferred Units
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    0
    
    
    
    000.0000
    %
 VII. Series H Preferred Units
 Agreed Value of
    
    
    
    
    
    
    Series HContribution
    
    
    Cash
    
    
    Contributed
    
    
    Total
    
    
    Partnership
    
    
    PercentageName of Partner
    
    Date
    
    
    Contributions
    
    
    Property
    
    
    Contributions
    
    
    Units
    
    
    InterestLimited Partner:J.P. Morgan Mosaic Fund IV, LLC
    
    
    9/1/00
    
    
    $
    42,000,000
    
    
    
    
    
    
    $
    42,000,000
    
    
    
    840,000
    
    
    
    100.0000
    %J.P. Morgan Mosaic Fund IV, LLC
    
    
    12/31/01
    
    
    $
    (42,000,000
    )
    
    
    
    
    
    $
    (42,000,000
    )
    
    
    (840,000
    )
    
    
    (100.0000
    %)JPM Mosaic IV REIT, Inc.
    
    
    12/31/01
    
    
    $
    42,000,000
    
    
    
    
    
    
    $
    42,000,000
    
    
    
    840,000
    
    
    
    100.0000
    %JPM Mosaic IV REIT, Inc.
    
    
    3/21/06
    
    
    $
    (42,000,000
    )
    
    
    
    
    
    $
    (42,000,000
    )
    
    
    (840,000
    )
    
    
    (100.0000
    %)Total Series H Preferred Units
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    0
    
    
    
    000.0000
    %
 A-2




---



##### 



VIII. Series I Preferred Units
 Agreed Value of
    
    
    
    
    
    
    Series IContribution
    
    
    Cash
    
    
    Contributed
    
    
    Total
    
    
    Partnership
    
    
    PercentageName of Partner
    
    Date
    
    
    Contributions
    
    
    Property
    
    
    Contributions
    
    
    Units
    
    
    InterestLimited Partner:J.P. Morgan Chase Mosaic Fund V, LLC
    
    
    3/21/01
    
    
    $
    25,500,000
    
    
    
    
    
    
    $
    25,500,000
    
    
    
    510,000
    
    
    
    100.0000
    %J.P. Morgan Chase Mosaic Fund V, LLC
    
    
    12/31/01
    
    
    $
    (25,500,000
    )
    
    
    
    
    
    $
    (25,500,000
    )
    
    
    (510,000
    )
    
    
    (100.0000
    %)JPM Mosaic V REIT, Inc.
    
    
    12/31/01
    
    
    $
    25,500,000
    
    
    
    
    
    
    $
    25,500,000
    
    
    
    510,000
    
    
    
    100.0000
    %JPM Mosaic V REIT, Inc.
    
    
    4/17/07
    
    
    $
    (25,500,000
    )
    
    
    
    
    
    $
    (25,500,000
    )
    
    
    (510,000
    )
    
    
    (100.0000
    %)Total Series I Preferred Units
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    0
    
    
    
    000.0000
    %
 IX. Series N Preferred Units
 Agreed Value of
    
    
    
    
    
    
    Series NContribution
    
    
    Cash
    
    
    Contributed
    
    
    Total
    
    
    Partnership
    
    
    PercentageName of Partner
    
    Date
    
    
    Contributions
    
    
    Property
    
    
    Contributions
    
    
    Units
    
    
    InterestLimited Partner:Robert Pattillo Properties, Inc.
    
    
    9/24/04
    
    
    
    
    
    
    $
    36,479,100
    
    
    $
    36,479,100
    
    
    
    729,582
    
    
    
    100.0000
    %Robert Pattillo Properties, Inc.
    
    
    1/27/06
    
    
    
    
    
    
    $
    (36,479,100
    )
    
    $
    (36,479,100
    )
    
    
    (729,582
    )
    
    
    100.0000
    %Total Series N Preferred Units
    
    
    
    
    
    
    
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    000.0000
    %Total All Series of Preferred Units
    
    
    
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    000.0000
    %
 A-2




---



##### 



EXHIBIT B
 NOTICE OF REDEMPTION
 
 Dated:Name of Limited Partner:(Signature of Limited Partner)(Street Address)(City) (State) (Zip Code)Signature Guaranteed by:    B-1




---



##### 



EXHIBIT C
 CONSTRUCTIVE OWNERSHIP DEFINITION
 Constructively Owns
   provided however
     provided however
 Ownership Interest
 C-1




---



##### 



EXHIBIT D-1
 FORM OF PARTNERSHIP UNIT CERTIFICATE
 CERTIFICATE FOR PARTNERSHIP UNITS OF
 AMB PROPERTY II, L.P.
 No.
    
    UNITS
 Operating Partnership   Partnership
Agreement     Partnership
Units
 ACT
 
 AMB PROPERTY HOLDING CORPORATION
General Partner of
AMB Property II, L.P.ATTEST:By:
    
    
    By: D-1




---



##### 



EXHIBIT E
 SCHEDULE OF PARTNERS OWNERSHIP
 WITH RESPECT TO TENANTS
  E-1




---



##### 



EXHIBIT F
 SCHEDULE OF REIT SHARES
 ACTUALLY OR CONSTRUCTIVELY OWNED BY 25% LIMITED PARTNERS
 OTHER THAN THOSE ACQUIRED PURSUANT TO AN EXCHANGE
  F-1




---



##### 



EXHIBIT G
 SCHEDULE OF CERTAIN AGREEMENTS RELATING TO
 PROPERTIES WITH RESTRICTIONS ON DISPOSITION
 PURSUANT TO SECTION 7.3.F
 1.
    
    APLP II Contribution Agreement dated as of May 21, 1998, by and between Hayes Realty Company,
an Illinois general partnership and AMB Property II, L.P., a Delaware limited partnership.2.
    
    AMB II Partnership Contribution and Exchange Agreement dated as of , 2003, by and
between  and AMB Property II, L.P., a Delaware limited partnership.
 G-1




---



##### 



EXHIBIT H
 SCHEDULE OF CERTAIN AGREEMENTS CONTAINING
 LIMITATIONS ON GENERAL PARTNERS GENERAL AUTHORITY
 1.
    
    APLP II Contribution Agreement dated as of May 21, 1998, by and between Hayes Realty Company,
an Illinois general partnership and AMB Property II, L.P., a Delaware limited partnership.2.
    
    AMB II Partnership Contribution and Exchange Agreement dated as of , 2003, by and
between  and AMB Property II, L.P., a Delaware limited partnership.
 H-1




---



##### 



EXHIBIT I
 RESTRICTIONS ON OWNERSHIP AND TRANSFER TO PRESERVE TAX BENEFIT
 Definitions Exhibit I
 Charitable Beneficiary
 Code
 Constructive Ownership
 Exempted Person
 Market Price provided however
 Ownership Limit
 Person
 Purported Beneficial Transferee
 I-1




---



##### 



Purported Record Transferee Exhibit A
 Restriction Termination Date
 Transfer
 Trust
 Trustee
 Partnership Agreement Section
 Restriction on Ownership and Transfers
 Section 3.4.D
  I-2




---



##### 



ab initio
 Transfers of Partnership Units in Trust
    provided however Exhibit I
 I-3




---



##### 



Exhibit A
    I-4




---



##### 



Remedies For Breach provided however
 Notice of Restricted Transfer
 Owners Required To Provide Information
 Remedies Not Limited Exhibit I
 Ambiguity Exhibit I Exhibit
I Exhibit I Exhibit I Exhibit I
 I-5




---



##### 



pro rata
 I-6