exv10w4






Exhibit 10.4




 





SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT




dated as of December 1, 2010



among



AMB JAPAN FINANCE Y.K., as Initial Borrower,



AMB PROPERTY, L.P., as Guarantor,



AMB PROPERTY CORPORATION, as Guarantor,



THE BANKS LISTED THEREIN,




SUMITOMO MITSUI BANKING CORPORATION,



as Administrative Agent and Sole Lead Arranger and Bookrunner



 




 









 





TABLE OF CONTENTS




	 	 	 	 	 

	Article I 
	 	 	 	 
	 
	 	 	 	 
	DEFINITIONS 
	 	 	 	 
	 
	 	 	 	 
	SECTION 1.1. Definitions
	 	 	3	 
	SECTION 1.2. Accounting Terms and Determination
	 	 	37	 
	SECTION 1.3. Types of Borrowings
	 	 	38	 
	 
	 	 	 	 
	ARTICLE II 
	 	 	 	 
	 
	 	 	 	 
	THE CREDITS 
	 	 	 	 
	 
	 	 	 	 
	SECTION 2.1. Commitment to Lend
	 	 	38	 
	SECTION 2.2. Notice of Borrowing
	 	 	39	 
	SECTION 2.3. Intentionally Deleted
	 	 	41	 
	SECTION 2.4. Intentionally Deleted
	 	 	41	 
	SECTION 2.5. Notice to Banks; Funding of Loans
	 	 	41	 
	SECTION 2.6. Notes
	 	 	43	 
	SECTION 2.7. Method of Electing Interest Rates
	 	 	44	 
	SECTION 2.8. Interest Rates
	 	 	46	 
	SECTION 2.9. Fees
	 	 	47	 
	SECTION 2.10. Maturity Date
	 	 	48	 
	SECTION 2.11. Optional Prepayments
	 	 	49	 
	SECTION 2.12. Mandatory Prepayments
	 	 	50	 
	SECTION 2.13. Secured Option
	 	 	50	 
	SECTION 2.14. General Provisions as to Payments
	 	 	52	 
	SECTION 2.15. Funding Losses
	 	 	53	 
	SECTION 2.16. Computation of Interest and Fees
	 	 	54	 
	SECTION 2.17. Use of Proceeds
	 	 	54	 
	SECTION 2.18. Letters of Credit
	 	 	54	 
	SECTION 2.19. Letter of Credit Usage Absolute
	 	 	58	 
	SECTION 2.20. Letters of Credit Maturing after the Maturity Date
	 	 	60	 
	SECTION 2.21. Addition of Qualified Borrowers; Release of Qualified Borrowers
	 	 	60	 
	 
	 	 	 	 
	ARTICLE III 
	 	 	 	 
	 
	 	 	 	 
	CONDITIONS 
	 	 	 	 
	 
	 	 	 	 
	SECTION 3.1. Closing
	 	 	61	 
	SECTION 3.2. Borrowings
	 	 	63	 






i









 






	 	 	 	 	 

	 
	 	 	 	 
	ARTICLE IV 
	 	 	 	 
	 
	 	 	 	 
	REPRESENTATIONS AND WARRANTIES 
	 	 	 	 
	 
	 	 	 	 
	SECTION 4.1. Representations and Warranties by the Guarantors
	 	 	66	 
	SECTION 4.2. Representations and Warranties by the Initial Borrower
	 	 	71	 
	 
	 	 	 	 
	ARTICLE V 
	 	 	 	 
	 
	 	 	 	 
	AFFIRMATIVE AND NEGATIVE COVENANTS 
	 	 	 	 
	 
	 	 	 	 
	SECTION 5.1. Information
	 	 	73	 
	SECTION 5.2. Payment of Obligations
	 	 	76	 
	SECTION 5.3. Maintenance of Property; Insurance
	 	 	76	 
	SECTION 5.4. Maintenance of Existence
	 	 	76	 
	SECTION 5.5. Compliance with Laws
	 	 	77	 
	SECTION 5.6. Inspection of Property, Books and Records
	 	 	77	 
	SECTION 5.7. Existence
	 	 	77	 
	SECTION 5.8. Financial Covenants
	 	 	77	 
	SECTION 5.9. Restriction on Fundamental Changes
	 	 	79	 
	SECTION 5.10. Changes in Business
	 	 	80	 
	SECTION 5.11. AMB Corporation Status
	 	 	81	 
	SECTION 5.12. Other Indebtedness
	 	 	82	 
	SECTION 5.13. Forward Equity Contracts
	 	 	83	 
	SECTION 5.14. Capital Funding Loans
	 	 	83	 
	 
	 	 	 	 
	ARTICLE VI 
	 	 	 	 
	 
	 	 	 	 
	DEFAULTS 
	 	 	 	 
	 
	 	 	 	 
	SECTION 6.1. Guarantor Event of Default
	 	 	85	 
	SECTION 6.2. Rights and Remedies
	 	 	88	 
	SECTION 6.3. A “Borrower Event of Default”
	 	 	89	 
	SECTION 6.4. Rights and Remedies with Respect to Borrower Event of Default
	 	 	91	 
	SECTION 6.5. Enforcement of Rights and Remedies
	 	 	92	 
	SECTION 6.6. Notice of Default
	 	 	92	 
	SECTION 6.7. Actions in Respect of Letters of Credit
	 	 	92	 
	SECTION 6.8. Distribution of Proceeds after Default
	 	 	95	 
	 
	 	 	 	 
	ARTICLE VII 
	 	 	 	 
	 
	 	 	 	 
	THE ADMINISTRATIVE AGENT 
	 	 	 	 
	 
	 	 	 	 
	SECTION 7.1. Appointment and Authorization
	 	 	95	 






ii









 






	 	 	 	 	 

	SECTION 7.2. Agency and Affiliates
	 	 	96	 
	SECTION 7.3. Action by Administrative Agent
	 	 	96	 
	SECTION 7.4. Consultation with Experts
	 	 	96	 
	SECTION 7.5. Liability of Administrative Agent
	 	 	96	 
	SECTION 7.6. Indemnification
	 	 	97	 
	SECTION 7.7. Credit Decision
	 	 	97	 
	SECTION 7.8. Successor Agent
	 	 	97	 
	SECTION 7.9. Consents and Approvals
	 	 	98	 
	SECTION 7.10. Cooperation with Asset Liquidation Plan Amendments
	 	 	99	 
	 
	 	 	 	 
	ARTICLE VIII 
	 	 	 	 
	 
	 	 	 	 
	CHANGE IN CIRCUMSTANCES 
	 	 	 	 
	 
	 	 	 	 
	SECTION 8.1. Basis for Determining Interest Rate Inadequate or Unfair
	 	 	100	 
	SECTION 8.2. Illegality
	 	 	100	 
	SECTION 8.3. Increased Cost and Reduced Return
	 	 	101	 
	SECTION 8.4. Taxes
	 	 	103	 
	SECTION 8.5. Base Rate Loans Substituted for Affected Yen LIBOR Loans
	 	 	106	 
	 
	 	 	 	 
	ARTICLE IX 
	 	 	 	 
	 
	 	 	 	 
	MISCELLANEOUS 
	 	 	 	 
	 
	 	 	 	 
	SECTION 9.1. Notices
	 	 	107	 
	SECTION 9.2. No Waivers
	 	 	107	 
	SECTION 9.3. Expenses; Indemnification
	 	 	107	 
	SECTION 9.4. Sharing of Set-Offs
	 	 	109	 
	SECTION 9.5. Amendments and Waivers
	 	 	110	 
	SECTION 9.6. Successors and Assigns
	 	 	113	 
	SECTION 9.7. Collateral
	 	 	116	 
	SECTION 9.8. Governing Law; Submission to Jurisdiction; Judgment Currency
	 	 	116	 
	SECTION 9.9. Counterparts; Integration; Effectiveness
	 	 	117	 
	SECTION 9.10. WAIVER OF JURY TRIAL
	 	 	117	 
	SECTION 9.11. Survival
	 	 	118	 
	SECTION 9.12. Intentionally Deleted
	 	 	118	 
	SECTION 9.13. Limitation of Liability
	 	 	118	 
	SECTION 9.14. Recourse Obligation
	 	 	118	 
	SECTION 9.15. Confidentiality
	 	 	118	 
	SECTION 9.16. Defaulting Banks
	 	 	119	 
	SECTION 9.17. Banks’ ERISA Covenant
	 	 	121	 
	SECTION 9.18. Bank Ceasing to be a Qualified Institutional Investor
	 	 	122	 
	SECTION 9.19. Intentionally Deleted
	 	 	123	 
	SECTION 9.20. Intentionally Deleted
	 	 	123	 






iii









 






	 	 	 	 	 

	SECTION 9.21. USA Patriot Act
	 	 	123	 
	SECTION 9.22. OFAC List
	 	 	124	 






	 	 	 

	SCHEDULE 1.1(a)

	 	Initial Qualified Borrowers
	SCHEDULE 1.1(b)

	 	Initial Unencumbered Properties
	SCHEDULE 2.2(a)

	 	Project Information
	SCHEDULE 2.18

	 	Outstanding Letters of Credit
	SCHEDULE 4.4 (b)

	 	Disclosure of Additional Material Indebtedness
	SCHEDULE 5.11(c)(1)

	 	AMB Corporation Investments
	SCHEDULE 5.11(c)(2)

	 	AMB Corporation Properties
	EXHIBIT A-1

	 	Form of Note
	EXHIBIT A-2

	 	Form of Qualified Borrower Undertaking
	EXHIBIT B

	 	Qualified Borrower Joinder Agreement
	EXHIBIT C

	 	Form of Mortgage
	EXHIBIT D

	 	Form of TBI Pledge
	EXHIBIT E

	 	Form of Share Pledge
	EXHIBIT F

	 	Form of Consent
	EXHIBIT G

	 	Notices
	EXHIBIT H

	 	Form of Transfer Supplement
	EXHIBIT I-1

	 	Organizational and Structural Chart for AMB Japan Finance Y.K.
	EXHIBIT I-2

	 	Organizational and Structure Chart for Initial Qualified Borrowers
	EXHIBIT J

	 	Bank Commitment Increase Agreement
	EXHIBIT K

	 	New Bank Joinder Agreement
	EXHIBIT L

	 	Qualified Borrower Removal Notice/Form







iv











 





SECOND AMENDED AND RESTATED

REVOLVING CREDIT AGREEMENT




          SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Agreement”), dated as of
December 1, 2010, among AMB JAPAN FINANCE Y.K., as Initial Borrower (the “Initial Borrower”), AMB
PROPERTY, L.P., as Guarantor (“AMB LP”), AMB PROPERTY CORPORATION, as Guarantor (“AMB Corporation”
and together with AMB LP, each a “Guarantor” and collectively, the “Guarantors”), the BANKS listed
on the signature pages hereof, SUMITOMO MITSUI BANKING CORPORATION, as Administrative Agent and
Sole Lead Arranger and Bookrunner.




          WHEREAS, the Initial Borrower, the Initial Qualified Borrowers, the Administrative Agent and
certain of the Banks entered into the Existing Revolving Credit Agreement; and




          WHEREAS, the parties hereto have agreed to amend and restate the terms and conditions
contained in the Existing Revolving Credit Agreement in their entirety as hereinafter set forth,




          NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:




          I. The Existing Revolving Credit Agreement is hereby modified so that all of the terms and
conditions of the aforesaid Existing Revolving Credit Agreement shall be restated in their entirety
as set forth herein, and the Borrower agrees to comply with and be subject to all of the terms,
covenants and conditions of this Agreement.




          II. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and
their respective successors and assigns, and shall be deemed to be effective as of the date hereof.




          III. Any reference in the Notes, any other Loan Document or any other document executed in
connection with the Existing Revolving Credit Agreement shall be deemed to refer to this Agreement.




          The parties hereto agree as follows:








2









 








ARTICLE I




DEFINITIONS



          SECTION 1.1. Definitions. The following terms, as used herein, have the following meanings:




          “Adjusted EBITDA” means, for any period, EBITDA for such period minus (a) an amount equal to
appropriate reserves for replacements of Ten Cents U.S. (US$0.10) (or in the case of any Real
Property Asset owned by an Investment Affiliate or by a Consolidated Subsidiary, Guarantors’ Share
of Ten Cents U.S. (US$0.10)) per square foot per annum for each Real Property Asset (provided that,
as to any Real Property Asset acquired during such period such Ten Cents U.S. (US$0.10) per square
foot adjustment shall be pro-rated for the period of ownership), plus (b) capitalized interest
included in the basis of assets sold or contributed during such period to the extent that the gain
from such sale or contribution was included or the loss from such sale or contribution was deducted
in the calculation of EBITDA. Adjusted EBITDA includes rental income actually earned and shall
exclude non-cash expenses related to employee and trustee stock and stock options.




          “Administrative Agent” shall mean Sumitomo Mitsui Banking Corporation in its capacity as
Administrative Agent hereunder, and its permitted successors in such capacity in accordance with
the terms of this Agreement.




          “Administrative Questionnaire” means with respect to each Bank, an administrative
questionnaire in the form prepared by the Administrative Agent and submitted to the Administrative
Agent (with a copy to each Borrower) duly completed by such Bank.




          “Affiliate”, as applied to any Person, means any other Person that directly or indirectly
controls, is controlled by, or is under common control with, that Person. For purposes of this
definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled
by” and “under common control with”), as applied to any Person, means the possession, directly or
indirectly, of the power to vote ten percent (10.0%) or more of the equity securities having voting
power for the election of directors of such Person or otherwise to direct or cause the direction of
the management and policies of that Person, whether through the ownership of voting equity
securities or by contract or otherwise.




          “Agreement” shall mean this Second Amended and Restated Revolving Credit Agreement as the same
may from time to time hereafter be modified, supplemented or amended.




          “Alternate Currency” shall have the meaning set forth in Section 9.5(c).




3









 








          “AMB Corporation” shall mean AMB Property Corporation, a Maryland corporation, a real estate
investment trust, which is the general partner of AMB LP and a Guarantor.




          “AMB Credit Agreements” shall have the meaning set forth in Section 9.5(b).




          “AMB LP” shall mean AMB Property, L.P., a Delaware limited partnership and a Guarantor.




          “AMB Revolver Provisions” shall have the meaning set forth in Section 9.5(b).




          “Amendment” shall have the meaning set forth in Section 9.5(c).




          “Annual Fronting Bank Fee” shall have the meaning set forth in Section 2.9(c).




          “Applicable Fee Percentage” means the respective percentages per annum determined, at any
time, based on the range into which AMB LP’s Credit Rating then falls, in accordance with the table
set forth below. Any change in AMB LP’s Credit Rating causing it to move to a different range on
the table shall effect an immediate change in the Applicable Fee Percentage. AMB LP shall have not
less than two (2) Credit Ratings at all times. In the event that AMB LP receives only two (2)
Credit Ratings (one of which must be from S&P or Moody’s), and such Credit Ratings are not
equivalent, the Applicable Fee Percentage shall be determined by the higher of such two (2) Credit
Ratings. In the event that AMB LP receives more than two (2) Credit Ratings, and such Credit
Ratings are not all equivalent, the Applicable Fee Percentage shall be determined by the highest
Credit Rating, provided that said highest rating shall be from S&P or Moody’s; provided, further,
that if the highest rating is not from S&P or Moody’s, then the Applicable Fee Percentage shall be
determined by the highest Credit Rating from either S&P or Moody’s. Should AMB LP lose its
Investment Grade Rating from both S&P and Moody’s, the Applicable Fee Percentage will revert to the
unrated portion of the grid below. Upon reinstatement of its Investment Grade Rating from either
S&P or Moody’s, the Applicable Fee Percentage will revert to the rated pricing grid below.




	 	 	 	 	 
	Range of AMB LP’s Credit 	 	Applicable Fee Percentage (%	 
	Rating (S&P/Moody’s Ratings)	 	per annum)	 
	<BBB-/Baa3 or unrated
	 	 	0.500	 
	 
	 	 	 	 
	BBB-/Baa3
	 	 	0.450	 
	 
	 	 	 	 
	BBB/Baa2
	 	 	0.400	 
	 
	 	 	 	 
	BBB+/Baa1
	 	 	0.350	 
	 
	 	 	 	 
	A-/A3 or better
	 	 	0.300	 






4









 






          “Applicable Interest Rate” means (i) with respect to any Fixed Rate Indebtedness, the fixed
interest rate applicable to such Fixed Rate Indebtedness at the time in question, and (ii) with
respect to any Floating Rate Indebtedness, either (x) the rate at which the interest rate
applicable to such Floating Rate Indebtedness is actually capped (or fixed pursuant to an interest
rate hedging device), at the time of calculation, if either Guarantor has entered into an interest
rate cap agreement or other interest rate hedging device with respect thereto or (y) if no
Guarantor has entered into an interest rate cap agreement or other interest rate hedging device
with respect to such Floating Rate Indebtedness, the greater of (A) the rate at which the interest
rate applicable to such Floating Rate Indebtedness could be fixed for the remaining term of such
Floating Rate Indebtedness, at the time of calculation, by a Guarantor entering into any unsecured
interest rate hedging device either not requiring an upfront payment or if requiring an upfront
payment, such upfront payment shall be amortized over the term of such device and included in the
calculation of the interest rate (or, if such rate is incapable of being fixed by entering into an
unsecured interest rate hedging device at the time of calculation, a fixed rate equivalent
reasonably determined by Administrative Agent) or (B) the floating rate applicable to such Floating
Rate Indebtedness at the time in question.




          “Applicable Margin” means with respect to each Loan, the respective percentages per annum
determined, at any time, based on the range into which AMB LP’s Credit Rating then falls, in
accordance with the table set forth below. Any change in AMB LP’s Credit Rating causing it to move
to a different range on the table shall effect an immediate change in the Applicable Margin. AMB
LP shall have not less than two (2) Credit Ratings at all times. In the event that AMB LP receives
only two (2) Credit Ratings (one of which must be from S&P or Moody’s), and such Credit Ratings are
not equivalent, the Applicable Margin shall be determined by the higher of such two (2) Credit
Ratings. In the event that AMB LP receives more than two (2) Credit Ratings, and such Credit
Ratings are not all equivalent, the Applicable Margin shall be determined by the highest Credit
Rating, provided that said highest rating shall be from S&P or Moody’s; provided, further, that if
the highest rating is not from S&P or Moody’s, then the Applicable Margin shall be determined by
the highest Credit Rating from either S&P or Moody’s. Should AMB LP lose its Investment Grade
Rating from both S&P and Moody’s, the Applicable Margin will revert to the unrated portion of the
grid below. Upon reinstatement of its Investment Grade Rating from either S&P or Moody’s, the
Applicable Margin will revert to the rated pricing grid below.








5









 








	 	 	 	 	 	 	 	 	 
	 	 	Applicable Margin	 	 	Applicable Margin	 
	Range of AMB LP’s Credit	 	for Base Rate Loan	 	 	for Yen LIBOR Loans	 
	Rating Ratings)	 	(% per annum)	 	 	(% per annum)	 
	<BBB-/Baa3 or unrated
	 	 	2.000	 	 	 	3.000	 
	 
	 	 	 	 	 	 	 	 
	BBB-/Baa3
	 	 	1.300	 	 	 	2.300	 
	 
	 	 	 	 	 	 	 	 
	BBB/Baa2
	 	 	1.000	 	 	 	2.000	 
	 
	 	 	 	 	 	 	 	 
	BBB+/Baa1
	 	 	0.850	 	 	 	1.850	 
	 
	 	 	 	 	 	 	 	 
	A-/A3 or better
	 	 	0.750	 	 	 	1.750	 






          “Asset Liquidation Plan” means a plan that has been duly filed with the Director General of
the Kanto Local Finance Bureau pursuant to Article 4 of TMK Law, as amended.




          “Asset Management Fees” means, for any period, the actual asset management fees paid by
non-wholly owned Consolidated Subsidiaries and Investment Affiliates of AMB LP and third parties
unaffiliated with AMB LP or, in the case of any such fees paid to any Consolidated Subsidiaries or
Investment Affiliates, the Guarantors’ Share thereof, for such period, net of any expenses incurred
in connection therewith for such period.




          “Assignee” has the meaning set forth in Section 9.6(c).




          “Balance Sheet Indebtedness” means with respect to any Person and assuming such Person is
required to prepare financial statements in accordance with GAAP, without duplication, the
Indebtedness of such Person which would be required to be included on the liabilities side of the
balance sheet of such Person in accordance with GAAP excluding, in the case of the Guarantors, the
Balance Sheet Indebtedness of any Consolidated Subsidiary. Notwithstanding the foregoing, Balance
Sheet Indebtedness shall include current liabilities and all guarantees of Indebtedness of any
Person.




          “Balloon Payments” shall mean with respect to any loan constituting Balance Sheet
Indebtedness, any required principal payment of such loan which is either (i) payable at the
maturity of such Indebtedness or (ii) in an amount which exceeds fifteen percent (15%) of the
original principal amount of such loan; provided, however, that the final payment of a fully
amortizing loan shall not constitute a Balloon Payment.








6









 








          “Bank” means each entity (other than a Credit Party) listed on the signature pages hereof,
each Assignee which becomes a Bank pursuant to Section 9.6(c), and their respective successors.




          “Bank Commitment Increase Agreement” means each Bank Commitment Increase Agreement, by and
among Borrower, the Guarantors, the Administrative Agent (on behalf of the Banks) and the
applicable Bank which has agreed to increase its Commitment pursuant to the terms of Section
2.1(b), the form of which is attached hereto as Exhibit J.




          “Bankruptcy Code” shall mean Title 11 of the United States Code, entitled “Bankruptcy”, as
amended from time to time, and any successor statute or statutes.




          “Bankruptcy Event” means, with respect to any Bank, such Bank becomes the subject of a
bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator,
custodian, assignee for the benefit of creditors or similar Person charged with the reorganization
or liquidation of its business appointed for it, provided that a Bankruptcy Event shall not result
solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such
Bank by a governmental authority or instrumentality thereof, provided, further, that such ownership
interest does not result in or provide such Bank with immunity from the jurisdiction of courts
within the United States or from the enforcement of judgments or writs of attachment on its assets
or permit such Bank (or such governmental authority or instrumentality) to reject, repudiate,
disavow or disaffirm any contracts or agreements made by such Bank.




          “Bankruptcy Law” means any governmental rules of any jurisdiction relating to bankruptcy,
insolvency, corporate reorganization, company arrangement, civil rehabilitation, special
liquidation, moratorium, readjustment of debt, appointment of a conservator (hozen kanrinin),
trustee (kanzai nin), supervisor (kantoku i’in), inspector (chosa i’in) or receiver, or
similar debtor relief effecting, including, without limitation, hasan, minji saisei, kaisha seiri,
kaisha kosei, tokubetsu seisan and tokutei chotei.




          “Base Rate” means, for any day, a rate per annum equal to the Prime Rate for such day. Each
change in the Base Rate shall become effective automatically as of the opening of business on the
date of such change in the Base Rate, without prior written notice to Borrower or Banks.




          “Base Rate Borrowing” has the meaning set forth in Section 1.3.




          “Base Rate Loan” means a Committed Loan to be made by a Bank as a Base Rate Loan in accordance
with the provisions of this Agreement.








7









 








          “Benefit Arrangement” means at any time an employee benefit plan within the meaning of Section
3(3) of ERISA which is not a Plan or a Multiemployer Plan and which is maintained or otherwise
contributed to by any member of the ERISA Group.




          “Borrower” means, collectively, Initial Borrower and any Qualified Borrower for so long as
such entity is a Qualified Borrower hereunder.




          “Borrower Default” means any condition or event which with the giving of notice or lapse of
time or both would, unless cured or waived, become a Borrower Event of Default.




          “Borrower Event of Default” shall have the meaning set forth in Section 6.3.




          “Borrowing” has the meaning set forth in Section 1.3.




          “Business Day” means any day except a Saturday, Sunday or other day on which commercial banks
in New York City or Tokyo, Japan or, for purposes of the determination of Yen LIBOR only, London
are authorized by law to close.




          “Capital Leases” as applied to any Person, means any lease of any property (whether real,
personal or mixed) by that Person as lessee which, in conformity with GAAP, is or should be
accounted for as a capital lease on the balance sheet of that Person.




          “Capital Funding Loan” shall have the meaning set forth in Section 5.14 hereof.




          “Cash or Cash Equivalents” shall mean (a) cash; (b) marketable direct obligations issued or
unconditionally guaranteed by the United States Government or issued by an agency thereof and
backed by the full faith and credit of the United States, in each case maturing within one (1) year
after the date of acquisition thereof; (c) marketable direct obligations issued by any state of the
United States of America or any political subdivision of any such state or any public
instrumentality thereof maturing within ninety (90) days after the date of acquisition thereof and,
at the time of acquisition, having one of the two highest ratings obtainable from any two of S&P,
Moody’s or Fitch (or, if at any time no two of the foregoing shall be rating such obligations, then
from such other nationally recognized rating services acceptable to Administrative Agent ); (d)
domestic corporate bonds, other than domestic corporate bonds issued by a Guarantor or any of its
Affiliates, maturing no more than two (2) years after the date of acquisition thereof and, at the
time of acquisition, having a rating of at least A or the equivalent from any two (2) of S & P,
Moody’s or Fitch (or, if at any time no two of the foregoing shall be rating such obligations, then
from such other nationally recognized rating services acceptable to Administrative Agent); (e)








8









 







variable-rate domestic corporate notes or medium term corporate notes, other than notes issued by a
Guarantor or any of its Affiliates, maturing or resetting no more than one (1) year after the date
of acquisition thereof and having a rating of at least AA or the equivalent from two of S & P,
Moody’s or Fitch (or, if at any time no two of the foregoing shall be rating such obligations, then
from such other nationally recognized rating services acceptable to Administrative Agent); (f)
commercial paper (foreign and domestic) or master notes, other than commercial paper or master
notes issued by a Guarantor or any of its Affiliates, and, at the time of acquisition, having a
long-term rating of at least A or the equivalent from S & P, Moody’s or Fitch and having a
short-term rating of at least A-1 and P-1 from S & P and Moody’s, respectively (or, if at any time
neither S & P nor Moody’s shall be rating such obligations, then the highest rating from such other
nationally recognized rating services acceptable to Administrative Agent); (g) domestic and foreign
certificates of deposit or domestic time deposits or foreign deposits or bankers’ acceptances
(foreign or domestic) in Dollars, Hong Kong Dollars, Singapore Dollars, Canadian Dollars, Pounds
Sterling, Euros or Yen that are issued by a bank (I) which has, at the time of acquisition, a
long-term rating of at least A or the equivalent from S & P, Moody’s or Fitch and (II) if a
domestic bank, which is a member of the Federal Deposit Insurance Corporation; (h) overnight
securities repurchase agreements, or reverse repurchase agreements secured by any of the foregoing
types of securities or debt instruments, provided that the collateral supporting such repurchase
agreements shall have a value not less than 101% of the principal amount of the repurchase
agreement plus accrued interest; and (i) money market funds invested in investments substantially
all of which consist of the items described in clauses (a) through (h) foregoing.




          “Closing Date” means the date on or after the Effective Date on which the conditions set forth
in Section 3.1 shall have been satisfied to the satisfaction of the Administrative Agent.




          “Code” means the Internal Revenue Code of 1986, as amended, and as it may be further amended
from time to time, any successor statutes thereto, and applicable U.S. Department of Treasury
regulations issued pursuant thereto in temporary or final form.




          “Collateral” shall have the meaning set forth in Section 2.13(a).




          “Collateralized LC Exposure” has the meaning set forth in Section 9.16(c).




          “Committed Borrowing” shall have the meaning set forth in Section 1.3.




          “Committed Loan” means a loan made by a Bank pursuant to Section 2.1, as well as loans
required to be made by a Bank pursuant to Section 2.18 to reimburse a Fronting Bank for a Letter of
Credit that has been drawn down; provided








9









 







that, if any such loan or loans (or portions thereof) are combined or subdivided pursuant to a
Notice of Interest Rate Election, the term “Committed Loan” shall refer to the combined principal
amount resulting from such combination or to each of the separate principal amounts resulting from
such subdivision, as the case may be.




          “Commitment” means, with respect to each Bank, the amount set forth under the name of such
Bank on the signature pages hereof as its commitment pursuant to this Agreement with respect to any
Loans (and, for each Bank which is an Assignee, the amount set forth in the Transfer Supplement
entered into pursuant to Section 9.6(c) as the Assignee’s Commitment), as such amount may be
reduced from time to time pursuant to Section 2.11 or in connection with an assignment to an
Assignee and increased from time to time pursuant to Section 2.1(b) or in connection with an
assignment from an Assignor. As of the Closing Date, the aggregate Commitment is Forty-Five
Billion Yen (JPY45,000,000,000). Notwithstanding the foregoing, to the extent any Bank is a
Participating Bank, any amounts that such Bank may lend in an Alternate Currency shall reduce such
Bank’s Commitment accordingly.




          “Consents” has the meaning set forth in Section 7.10.




          “Consolidated Subsidiary” means at any date any Subsidiary or other entity which is
consolidated with a Guarantor in accordance with GAAP.




          “Consolidated Subsidiary EBITDA” means, with respect to a Consolidated Subsidiary, for any
period, (i) Income from Operations of such Consolidated Subsidiary for such period, plus (ii)
depreciation and amortization expense and other non-cash items deducted in the calculation of
Income from Operations of such Consolidated Subsidiary for such period, plus (iii) Interest Expense
deducted in the calculation of Income from Operations of such Consolidated Subsidiary for such
period, all of the foregoing without duplication.




          “Consolidated Tangible Net Worth” means, at any time, the tangible net worth of AMB LP, on a
consolidated basis, determined in accordance with GAAP, plus preferred units issued by Consolidated
Subsidiaries, plus all accumulated depreciation and amortization of AMB LP plus Guarantors’ Share
of accumulated depreciation and amortization of Investment Affiliates, deducted, in either case,
from earnings in calculating Net Income.




          “Construction Asset” has the meaning set forth in the definition of the term “Construction
Asset Cost”.




          “Construction Asset Cost” shall mean, with respect to a Real Property Asset (or, in the case
of any Real Property Asset to be developed in phases, any phase thereof) in which Development
Activity has begun (as evidenced by obtaining a permit to commence construction of the applicable
industrial or retail improvements








10









 







by the applicable governmental authority) but has not yet been substantially completed (substantial
completion shall be deemed to mean not less than 90% completion, as such completion shall be
evidenced by a certificate of occupancy or its equivalent and the commencement of the payment of
rent by tenants of such Real Property Asset or phase) (a “Construction Asset”), (i) in the case of
the development and construction by AMB LP described in clause (a) of the definition of Development
Activity, the aggregate, good faith estimate of the total cost to be incurred by AMB LP in the
construction of such improvements (including land acquisition costs); (ii) in the case of the
development and construction by a Joint Venture Subsidiary or a Consolidated Subsidiary of AMB LP)
described in clause (a) of the definition of Development Activity, an amount equal to Guarantor’s
Share of the aggregate, good faith estimate of the total cost to be incurred by such Joint Venture
Subsidiary or Consolidated Subsidiary, as applicable, in the construction of such improvements
(including land acquisition costs); (iii) in the case of the financing of any development and
construction by AMB LP, the amount AMB LP has committed to fund to pay the cost to complete such
development and construction, (iv) in the case of the financing of any development and construction
by a Joint Venture Subsidiary or a Consolidated Subsidiary of AMB LP, an amount equal to
Guarantors’ Share of the amount such Joint Venture Subsidiary or such Consolidated Subsidiary, as
applicable, has committed to fund to pay the cost to complete such development and construction;
(v) in the case of the incurrence of any Contingent Obligations in connection with any development
and construction by AMB LP, the amount of such Contingent Obligation of AMB LP, (vi) in the case of
the incurrence of any Contingent Obligations in connection with any development and construction by
a Joint Venture Subsidiary or a Consolidated Subsidiary of AMB LP, an amount equal to Guarantors’
Share of the amount of such Contingent Obligation of such Joint Venture Subsidiary or such
Consolidated Subsidiary, as applicable.




          “Contingent Obligation” as to any Person means, without duplication, (i) any contingent
obligation of such Person required to be shown on such Person’s balance sheet in accordance with
GAAP, and (ii) any obligation required to be disclosed in the footnotes to such Person’s financial
statements, guaranteeing partially or in whole any Non-Recourse Indebtedness, lease, dividend or
other obligation, exclusive of contractual indemnities (including, without limitation, any
indemnity or price-adjustment provision relating to the purchase or sale of securities or other
assets) and guarantees of non-monetary obligations (other than guarantees of completion) which have
not yet been called on or quantified, of such Person or of any other Person. The amount of any
Contingent Obligation described in clause (ii) shall be deemed to be (a) with respect to a guaranty
of interest or interest and principal, or operating income guaranty, the Net Present Value of the
sum of all payments required to be made thereunder (which in the case of an operating income
guaranty shall be deemed to be equal to the debt service for the note secured thereby), calculated
at the Applicable Interest Rate, through (i) in the case of an interest or interest and principal
guaranty, the stated date of maturity of the obligation (and commencing on the date








11









 







interest could first be payable thereunder), or (ii) in the case of an operating income guaranty,
the date through which such guaranty will remain in effect, and (b) with respect to all guarantees
not covered by the preceding clause (a), an amount equal to the stated or determinable amount of
the primary obligation in respect of which such guaranty is made or, if not stated or determinable,
the maximum reasonably anticipated liability in respect thereof (assuming such Person is required
to perform thereunder) as recorded on the balance sheet and on the footnotes to the most recent
financial statements of AMB LP required to be delivered pursuant to Section 5.1 hereof.
Notwithstanding anything contained herein to the contrary, guarantees of completion shall not be
deemed to be Contingent Obligations unless and until a claim for payment or performance has been
made thereunder, at which time any such guaranty of completion shall be deemed to be a Contingent
Obligation in an amount equal to any such claim. Subject to the preceding sentence, (i) in the
case of a joint and several guaranty given by such Person and another Person (but only to the
extent such guaranty is recourse, directly or indirectly to AMB LP), the amount of the guaranty
shall be deemed to be 100% thereof unless and only to the extent that such other Person has
delivered Cash or Cash Equivalents to secure all or any part of such Person’s guaranteed
obligations, (ii) in the case of joint and several guarantees given by a Person in whom AMB LP owns
an interest (which guarantees are non-recourse to AMB LP), to the extent the guarantees, in the
aggregate, exceed 15% of Total Asset Value, the amount which is the lesser of (x) the amount in
excess of 15% or (y) the amount of AMB LP’s interest therein shall be deemed to be a Contingent
Obligation of AMB LP, and (iii) in the case of a guaranty (whether or not joint and several) of an
obligation otherwise constituting Indebtedness of such Person, the amount of such guaranty shall be
deemed to be only that amount in excess of the amount of the obligation constituting Indebtedness
of such Person. Notwithstanding anything contained herein to the contrary, “Contingent
Obligations” shall be deemed not to include guarantees of Unused Commitments or of construction
loans to the extent the same have not been drawn. All matters constituting “Contingent
Obligations” shall be calculated without duplication.




          “Convertible Securities” means evidences of shares of stock, limited or general partnership
interests or other ownership interests, warrants, options, or other rights or securities which are
convertible into or exchangeable for, with or without payment of additional consideration, common
shares of beneficial interest of AMB Corporation or partnership interests of AMB LP, as the case
may be, either immediately or upon the arrival of a specified date or the happening of a specified
event.




          “Covenant Modification” shall have the meaning set forth in Section 9.5(b).




          “Credit Party” shall mean any of Borrower or a Guarantor and “Credit Parties” shall mean
Borrower and Guarantors, collectively.








12









 








          “Credit Rating” means the rating assigned by the Rating Agencies to AMB LP’s senior unsecured
long term indebtedness.




          “Debt Restructuring” means a restatement of, or material change in, the amortization or other
financial terms of any Indebtedness of any Guarantor or any Subsidiary or Investment Affiliate.




          “Debt Service” means, for any period and without duplication, Interest Expense for such period
plus scheduled principal amortization (excluding Balloon Payments) for such period on all Balance
Sheet Indebtedness of Guarantors plus Guarantors’ Share of scheduled principal amortization
(excluding Balloon Payments) for such period on all Balance Sheet Indebtedness of Investment
Affiliates and Consolidated Subsidiaries.




          “Default” means any Guarantor Default or Borrower Default.




          “Default Rate” has the meaning set forth in Section 2.8(c).




          “Defaulting Bank” means any Bank that (a) has failed, within three (3) Business Days of the
date required to be funded or paid, to (i) fund any portion of its Loans, or (ii) fund any portion
of its participations in Letters of Credit, (b) has failed, within five (5) Business Days of the
date on which demand for payment is made, to pay over to any Lender Party any other amount required
to be paid by it hereunder, unless, in the case of clauses (i) and (ii) above, such Bank notifies
the Administrative Agent in writing that such failure is the result of such Bank’s good faith
determination that a condition precedent to funding (specifically identified and including the
particular default, if any) has not been satisfied, (c) has notified any Credit Party or any Lender
Party in writing that it does not intend to comply with any of its funding obligations under this
Agreement (unless such writing indicates that such position is based on such Bank’s good faith
determination that a condition precedent (specifically identified and including the particular
default, if any) to funding a loan under this Agreement cannot be satisfied), (d) has failed,
within three (3) Business Days after request by a Lender Party, acting in good faith and based on a
reasonable belief that such Person will fail to comply with its funding obligations, to provide a
confirmation in writing from such Bank that it will comply with its obligations to fund prospective
Loans and participations in then outstanding Letters of Credit under this Agreement, provided that
such Bank shall cease to be a Defaulting Bank pursuant to this clause (d) upon such Lender Party’s
receipt of such confirmation, or (e) has become the subject of a Bankruptcy Event.




          “Development Activity” means (a) the development and construction or redevelopment of
industrial or retail facilities by AMB LP or any of its Consolidated Subsidiaries or Joint Venture
Subsidiaries excluding Unimproved Assets, (b) the financing by AMB LP or any of its Consolidated
Subsidiaries or Joint Venture Subsidiaries of any such development or construction or redevelopment
and








13









 







(c) the incurrence by AMB LP or any of its Consolidated Subsidiaries or Joint Venture Subsidiaries
of any Contingent Obligations in connection with such development or construction or redevelopment
(other than purchase contracts for Real Property Assets which are not payable until after
completion of development or construction).




          “Development Profits” means, for any period, the net gain or loss recognized from the
disposition or contribution of value-added conversion projects and build-to-suit, redevelopment and
development projects as reported net of estimated taxes, when applicable, in the development
profits, net of taxes, line within AMB LP’s statements of operations for such period.




          “Dollars” and “US$” means the lawful money of the United States.




          “EBITDA” means, for any period (i) Guarantors’ Income from Operations for such period, plus
(ii) Guarantors’ depreciation and amortization expense and other non-cash items deducted in the
calculation of Income from Operations for such period, plus (iii) Guarantors’ Interest Expense
deducted in the calculation of Income from Operations for such period, minus (iv) the Consolidated
Subsidiary EBITDA for each Consolidated Subsidiary, plus (v) Guarantors’ Share of the Consolidated
Subsidiary EBITDA for each Consolidated Subsidiary, plus (vi) Guarantors’ Share of the Investment
Affiliate EBITDA for each Investment Affiliate, all of the foregoing without duplication.




          “Effective Date” means the date this Agreement becomes effective in accordance with Section
9.9.




          “Environmental Affiliate” means any partnership, joint venture, trust or corporation in which
an equity interest is owned directly or indirectly by a Credit Party and, as a result of the
ownership of such equity interest, AMB LP may have recourse liability for Environmental Claims
against such partnership, joint venture, trust or corporation (or the property thereof).




          “Environmental Claim” means, with respect to any Person, any notice, claim, demand or similar
communication (written or oral) by any other Person alleging potential liability of such Person for
investigatory costs, cleanup costs, governmental response costs, natural resources damage, property
damages, personal injuries, fines or penalties arising out of, based on or resulting from (i) the
presence, or release into the environment, of any Materials of Environmental Concern at any
location, whether or not owned by such Person or (ii) circumstances forming the basis of any
violation, or alleged violation, of any Environmental Law, in each case (with respect to both (i)
and (ii) above) as to which there is a reasonable possibility of an adverse determination with
respect thereto and which, if adversely determined, would have a Material Adverse Effect on AMB LP.








14









 








          “Environmental Laws” means any and all federal, state, and local statutes, laws, judicial
decisions, regulations, ordinances, rules, judgments, orders, decrees, plans, injunctions, permits,
concessions, grants, licenses, agreements and other governmental restrictions relating to the
environment, the effect of the environment on human health or to emissions, discharges or releases
of Materials of Environmental Concern into the environment including, without limitation, ambient
air, surface water, ground water, or land, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of Materials of
Environmental Concern or the clean up or other remediation thereof.




          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or any
successor statute.




          “ERISA Group” means the Guarantors, any Subsidiary and all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under common control and
all members of an “affiliated service group” which, together with the Guarantors or any
Subsidiary, are treated as a single employer under Section 414 of the Code or Section 4001(b)(1) of
ERISA.




          “European Term Credit Agreement” means the Term Loan Agreement, to be entered into on or about
the date hereof, providing for loans in Euros to one or more qualified borrowers among one or more
qualified borrowers, AMB LP and AMB Corporation, as guarantors, an administrative agent and other
agents to be selected by AMB LP, lead arranger(s) and joint bookrunners(s) to be selected by AMB
LP, and a syndicate of banks arranged by AMB LP and the lead arranger(s).




          “Event of Default” shall mean a Borrower Event of Default or a Guarantor Event of Default.




          “Existing Revolving Credit Agreement” means the Amended and Restated Credit Agreement, dated
as of June 23, 2006, as amended, among AMB Japan Finance Y.K., as Initial Borrower, AMB LP, as
Guarantor, AMB Corporation, as Guarantor, the Qualified Borrowers listed on the signature pages
thereof, the lenders listed on the signature pages thereof, and Administrative Agent, as
administrative agent and sole lead arranger and bookmanager.




          “Extension Date” has the meaning set forth in Section 2.10(b).




          “Extension Fee” has the meaning set forth in Section 2.9(d).




          “Extension Notice” has the meaning set forth in Section 2.10(b).




          “Facility Amount” means, at any particular time, the aggregate Commitment at such time.








15









 








          “Federal Reserve Board” means the Board of Governors of the Federal Reserve System as
constituted from time to time.




          “FFO” means “funds from operations,” defined to mean, without duplication for any period,
Income from Operations, plus (i) Guarantors’ Share of Income from Operations of any Investment
Affiliate (plus Guarantors’ Share of real estate depreciation and amortization expenses of
Investment Affiliates), plus (ii) real estate depreciation and amortization expense for such
period.




          “Financing Partnerships” means any Subsidiary which is wholly-owned, directly or indirectly,
by AMB LP or jointly by the Guarantors provided that AMB Corporation holds, directly or indirectly
other than through its interest in AMB LP, no more than a 2% economic interest in such Subsidiary.




          “First Tier JV” has the meaning set forth in Section 5.14.




          “Fiscal Quarter” means a fiscal quarter of a Fiscal Year.




          “Fiscal Year” means the fiscal year of Guarantors.




          “Fitch” means Fitch, Inc., or any successor thereto.




          “Fixed Charges” for any Fiscal Quarter period means the sum of (i) Debt Service for such
period, (ii) dividends on preferred units payable by AMB LP for such period, and (iii)
distributions made by AMB LP in such period to AMB Corporation for the purpose of paying dividends
on preferred shares in AMB Corporation. If any of the foregoing Indebtedness is subject to an
interest rate cap agreement purchased by a Guarantor or a Consolidated Subsidiary, the interest
rate shall be assumed to be the lower of the actual interest payable on such Indebtedness or the
capped rate of such interest rate cap agreement. In no event shall any dividends payable on AMB
Corporation’s or any Consolidated Subsidiary’s common stock be included in Fixed Charges.




          “Fixed Rate Indebtedness” means all Indebtedness which accrues interest at a fixed rate.




          “Floating Rate Indebtedness” means all Indebtedness which is not Fixed Rate Indebtedness and
which is not a Contingent Obligation or an Unused Commitment.




          “FMV Cap Rate” means seven and three-quarters percent (7.75%).




          “Foreign Property Interests” means any Guarantor’s interest, without duplication, in
Properties located outside of the United States.




16









 








          “Fronting Bank” shall mean Sumitomo Mitsui Banking Corporation, its successors and assigns.




          “GAAP” means generally accepted accounting principles recognized as such in the opinions and
pronouncements of the Accounting Principles Board and the American Institute of Certified Public
Accountants and the Financial Accounting Standards Board or in such other statements by such other
entity as may be approved by a significant segment of the accounting profession, which are
applicable to the circumstances as of the date of determination.




          “Group of Loans” means, at any time, a group of Loans consisting of (i) all Committed Loans
which are Base Rate Loans at such time, or (ii) all Committed Loans in the same currency having the
same Interest Period at such time; provided that, if a Committed Loan of any particular Bank is
converted to or made as a Base Rate Loan pursuant to Section 8.2 or 8.5, such Committed Loan shall
be included in the same Group or Groups of Loans from time to time as it would have been in if it
had not been so converted or made.




          “Guarantor Default” means any condition or event which with the giving of notice or lapse of
time or both would, unless cured or waived, become a Guarantor Event of Default.




          “Guarantor Event of Default” shall have the meaning set forth in Section 6.1.




          “Guarantors” means, collectively, AMB LP and AMB Corporation, jointly and severally, and
“Guarantor” means individually either AMB LP or AMB Corporation.




          “Guarantors’ Share” means AMB LP’s and AMB Corporation’s direct or indirect share of a
Consolidated Subsidiary, a Joint Venture Subsidiary or an Investment Affiliate as reasonably
determined by Guarantors based upon Guarantors’ economic interest (whether direct or indirect) of
such Consolidated Subsidiary, Joint Venture Subsidiary or Investment Affiliate, as of the date of
such determination.




          “Guaranty” means that certain Guaranty Agreement, dated as of the date hereof, by Guarantors,
jointly and severally, as guarantors, to Administrative Agent, for the benefit of the Banks, for
the payment of any Borrower’s debt or obligation to the Banks.




          “HIBOR” means, in relation to any borrowing of Hong Kong Dollars, (i) the applicable Hong Kong
Dollars Screen Rate, or (ii) if no Hong Kong Dollars Screen Rate is available for the applicable
interest period of that Loan, the arithmetic mean of the rates (rounded upwards to four decimal
places) as supplied to the Administrative Agent at its request quoted by the HIBOR Reference Banks
to leading





17









 







banks in the Hong Kong interbank market, as applicable, at or about 11:00 a.m. (New York
time) on the second Business Day before the first day of the applicable interest period for the
offering of deposits in Hong Kong Dollars and for a period comparable to the interest period for
such Loan.




          “HIBOR Reference Banks” means the principal Hong Kong offices of certain of the Banks or such
other banks as may be designated by the Administrative Agent in consultation with the Borrowers and
Guarantors.




          “Hong Kong Dollars” means the lawful currency of Hong Kong.




          “Hong Kong Dollars Screen Rate” means (i) the rate for the relevant period displayed on
Telerate page 9898 at or about 11:00 a.m. (New York time) on the second Business Day before the
first day of the applicable interest period for the offering of deposits in Hong Kong Dollars or
(ii) if no such interest rate is available, the rate designated as “FIXING@11:00” (or any other
designation which may from time to time replace that designation or, if no such designation
appears, the arithmetic average (rounded upwards, to five decimal places) of the displayed rates
for the relevant period) appearing under the heading “HONG KONG INTERBANK OFFERED RATES (HK
DOLLAR)” on the Reuters Screen HIBOR1=R Page or (iii) if no such interest rate is available, the
Official HIBOR Fixing from HKAB for the relevant period which appears on Bloomberg page HIBO. If
the agreed page or service is replaced or ceases to be available, the Administrative Agent may,
after consultation with the Borrowers, Guarantors and the Banks, specify another page or service
displaying the appropriate rate.




          “Income from Operations” means, for any period, Net Income before (A) the deduction of (i)
Taxes, (ii) minority interests, (iii) losses on sales of operating Real Property Assets, debt
restructurings or write-ups or forgiveness of indebtedness, (iv) losses from extraordinary items,
(v) payment of preferred dividends, calculated in conformity with GAAP, (vi) an adjustment to
exclude the straight-lining of rents, (vii) non-cash losses from foreign currency fluctuations, and
(viii) costs and expenses incurred during such period with respect to acquisitions consummated
during such period, and (B) the addition of (i) gains on sales of operating Real Property Assets,
debt restructurings or write-ups or forgiveness of indebtedness, (ii) gains from extraordinary
items, and (iii) non-cash gains from foreign currency fluctuations.




          “Indebtedness” as applied to any Person (and without duplication), means (a) all indebtedness,
obligations or other liabilities of such Person for borrowed money or for the deferred purchase
price of property or services, including all liabilities of such Person evidenced by Securities or
other similar instruments, (b) all Contingent Obligations of such Person, (c) all indebtedness
obligations or other liabilities of such Person or others secured by a Lien on any asset of such
Person, in excess of 2.5% of Total Liabilities in the aggregate, whether or not such indebtedness,
obligations or liabilities are assumed by, or are a personal liability of such Person, and






18









 







(d) all
other items which, in accordance with GAAP, would be included as liabilities on the liability side
of, or in the footnotes to the balance sheet of such Person, exclusive, however, of all dividends
and distributions declared but not yet paid. Notwithstanding the foregoing, whenever the term
“Indebtedness” is used with respect to the Guarantors without expressly stating that such
Indebtedness is to be determined
on a consolidated basis, such “Indebtedness” shall only include Guarantors’ Share of any
Indebtedness of a Consolidated Subsidiary.




          “Indemnitee” has the meaning set forth in Section 9.3(b).




          “Initial Borrower” means AMB Japan Finance Y.K., a Japan tokurei yugen kaisha.




          “Initial Qualified Borrowers” means those Persons set forth on Schedule 1.1(a).




          “Insolvency Event” means with respect to any Person: (a) such Person becomes unable to pay
its debts generally as such debts become due (shiharai funou), admits to a creditor its inability
to pay its debts generally as such debts become due (shiharai teishi) or makes a general assignment
or settlement for the benefit of creditors (nin’i seiri); (b) a court having appropriate
jurisdiction enters a decree or order for relief in respect of such Person in an involuntary case
under any applicable Bankruptcy Law or similar law now or hereafter in effect, or appoints a
receiver, liquidator, assignee, custodian, sequestrator, conservator (hozen kanrinin), trustee
(kanzai nin), supervisor (kantoku i’in), inspector (chosei i’in) or similar official of such
Person, of all or any substantial part of the property thereof, or orders the winding up or
liquidation of the affairs of such Person, and such decree or order remains unstayed and in effect
for a period of ninety (90) consecutive days; (c) such Person commences a voluntary proceeding
under any applicable Bankruptcy Law or similar law now or hereafter in effect, or consents to or
makes no objection against the entry of an order for relief in an involuntary proceeding under any
such law, or applies for, consents to or acquiesces in the appointment of or taking possession by a
receiver, liquidator, assignee, custodian, sequestrator, conservator (hozen kanrinin), trustee
(kanzai nin), supervisor (kantoku i’in), inspector (chosa i’in) or similar official of such
Person, of all or any substantial part of the property thereof, or makes any general assignment or
settlement for the benefit of the creditors thereof; (d) such Person’s assets, such as its bank
accounts, are subject to the issuance of an order or a notice of provisional attachment (kari
sashiosae), temporary attachment (hozen-sashiosae) or permanent attachment (sashiosae); or (e) the
clearing house takes procedures for suspension of such Person’s transactions with banks or other
financial institutions (torihiki teishi shobun).




          “Interest Expense” means, for any period and without duplication, total interest expense,
whether paid, accrued or capitalized, determined in accordance with GAAP, with respect to the
Balance Sheet Indebtedness of the Guarantors, plus




19









 







Guarantors’ Share of accrued, paid or
capitalized interest with respect to any Balance Sheet Indebtedness of Investment Affiliates and
Consolidated Subsidiaries (in each case, including, without limitation, the interest component of
Capital Leases but excluding interest expense covered by an interest reserve established under a
loan facility such as capitalized construction interest provided for in a construction loan and
non-cash components of interest expense (including, but not limited to, the amortization of
financing costs and debt premiums)).




          “Interest Period” means with respect to each Yen LIBOR Borrowing, the period commencing on the
date of such Borrowing specified in the Notice of Borrowing or on the date specified in the
applicable Notice of Interest Rate Election and ending 1, 2, 3 or 6 months, or if available from
all the Banks, 7 days or 12 months thereafter (or any other period less than 1 month with the
reasonable approval of Administrative Agent, unless any Bank has previously advised Administrative
Agent and Guarantors that it is unable to enter into a contract for Yen deposits in the Tokyo
interbank market for an Interest Period of the same duration) as the applicable Borrower may elect
in the applicable Notice of Borrowing or Notice of Interest Rate Election; provided, that:




          (a) any Interest Period which would otherwise end on a day which is not a Business Day shall
be extended to the next succeeding Business Day unless such Business Day falls in another calendar
month, in which case such Interest Period shall end on the next preceding Business Day;




          (b) any Interest Period which begins on the last Business Day of a calendar month (or on a day
for which there is no numerically corresponding day in the calendar month at the end of such
Interest Period) shall end on the last Business Day of a calendar month; and




          (c) no Interest Period may end later than the Maturity Date.




          “Interest Rate Contracts” means, collectively, interest rate swap, collar, cap or similar
agreements providing interest rate protection.




          “Intermediate Tier Entity” has the meaning set forth in Section 5.14.




          “International FinCo” has the meaning set forth in Section 5.14.




          “Intracompany Indebtedness” means Indebtedness whose obligor and obligee are each either or
both of the Guarantors or a Consolidated Subsidiary.




          “Investment Affiliate” means any Person in whom either or both of the Guarantors hold an
equity interest, directly or indirectly, whose financial results are not consolidated under GAAP
with the financial results of either or both Guarantors on their respective consolidated financial
statements.




20









 








          “Investment Affiliate EBITDA” means, for any period (i) Income from Operations of an
Investment Affiliate for such period, plus (ii) depreciation and amortization expense and other
non-cash items deducted in the calculation of Income from Operations of such Investment Affiliate
for such period, plus (iii) Interest Expense deducted in the calculation of Income from Operations
of such Investment Affiliate for such period, all of the foregoing without duplication.




          “Investment Grade Rating” means a rating for a Person’s senior long-term unsecured debt of
BBB- or better from S&P or a rating of Baa3 or better
from Moody’s. In the event that AMB LP receives Credit Ratings only from S&P and Moody’s, and
such Credit Ratings are not equivalent, the higher of such two (2) Credit Ratings shall be used to
determine whether an Investment Grade Rating was achieved. In the event that AMB LP receives more
than two (2) Credit Ratings, and such Credit Ratings are not all equivalent, the highest Credit
Rating shall be used to determine whether an Investment Grade Rating was achieved, provided that
highest rating is from S&P or Moody’s; provided, further, that if the highest rating is not from
S&P or Moody’s, then the highest Credit Rating from either S&P or Moody’s shall be used to
determine whether an Investment Grade Rating was achieved.




          “Investment Mortgages” means mortgages securing indebtedness with respect to Real Property
Assets directly or indirectly owed to AMB LP or any of its Subsidiaries, including, without
limitation, certificates of interest in real estate mortgage investment conduits.




          “Joint Lenders” has the meaning set forth in Section 5.14.




          “Joint Venture Interests” means partnership, joint venture, membership or other equity
interests issued by any Person which is an Investment Affiliate that is not a Subsidiary, is not
consolidated with AMB LP and is not controlled by a Joint Venture Parent.




          “Joint Venture Parent” means AMB LP or one or more Financing Partnerships of AMB LP which
directly or indirectly owns any interest in a Joint Venture Subsidiary.




          “Joint Venture Subsidiary” means any entity (other than a Financing Partnership) in which (i)
a Joint Venture Parent owns at least 50% of the economic interests and (ii) the sale or financing
of any Property owned by such Joint Venture Subsidiary is substantially controlled by a Joint
Venture Parent, subject to customary provisions set forth in the organizational documents of such
Joint Venture Subsidiary with respect to refinancings or rights of first refusal granted to other
members of such Joint Venture Subsidiary. For purposes of the preceding sentence, the sale or
financing of a Property owned by a Joint Venture Subsidiary shall be deemed to be substantially
controlled by a Joint Venture Parent, if such Joint Venture Parent has the





21









 







ability to exercise a
buy-sell right in the event of a disagreement regarding the sale or financing of such Property.




          “LC Exposure” has the meaning set forth in Section 9.16(c).




          “Lender Party” means any of the Administrative Agent, the Fronting Bank, and/or any other
Bank.




          “Lending Office” means, as to each Bank, its office, branch or affiliate located at its
address set forth in its Administrative Questionnaire or such other office, branch or affiliate of
such Bank as it may hereafter designate as its Lending Office by notice to each Borrower and the
Administrative Agent.




          “Letter(s) of Credit” has the meaning provided in Section 2.2(b).




          “Letter of Credit Collateral” has the meaning provided in Section 6.7(b).




          “Letter of Credit Collateral Account” has the meaning provided in Section 6.7.




          “Letter of Credit Documents” has the meaning provided in Section 2.19.




          “Letter of Credit Usage” means at any time the sum of (i) the aggregate maximum amount
available to be drawn under the Letters of Credit then outstanding, assuming compliance with all
requirements for drawing referred to therein, and (ii) the aggregate amount of any Borrower’s
unpaid obligations under this Agreement in respect of the Letters of Credit.




          “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest
or encumbrance of any kind, or any other type of preferential arrangement, in each case that has
the effect of creating a security interest, in respect of such asset. For the purposes of this
Agreement, AMB LP or any Consolidated Subsidiary shall be deemed to own subject to a Lien any asset
which it has acquired or holds subject to the interest of a vendor or lessor under any conditional
sale agreement, capital lease or other title retention agreement relating to such asset.




          “Loan” means a Base Rate Loan or a Yen LIBOR Loan or any other loan made by any Bank as
contemplated by Section 9.5(c), and “Loans” means Base Rate Loans, Yen LIBOR Loans or any other
loans made by any Bank as contemplated by Section 9.5(c) or any combination of the foregoing.




          “Loan Documents” means this Agreement, the Notes, the Guaranty, the Qualified Borrower Joinder
Agreements, the Ratifications, the Letter(s) of Credit,





22









 







the Letter of Credit Documents, the
Security Documents and any other documents executed by the Credit Parties, the Administrative Agent
and/or any Bank as contemplated by Section 9.5(c).




          “Majority Banks” means at any time Banks having at least 51% of the aggregate amount of
Commitments, or if the Commitments shall have been terminated, holding Notes evidencing at least
51% of the aggregate unpaid principal amount of the Loans.




          “Material Acquisition” means, during any twelve (12) month period, the acquisition of one or
more Real Property Assets or portfolios of Real Property Assets or operating businesses, each of
which Real Property Assets, portfolio of Real Property Assets or operating businesses, as the case
may be, individually had a purchase price of not less than 3% of Total Asset Value and all of which
Real Property
Assets, portfolio of Real Property Assets or operating businesses collectively had an
aggregate purchase price of 7.5% or more of Total Asset Value.




          “Material Adverse Effect” means an effect resulting from any circumstance or event or series
of circumstances or events, of whatever nature (but excluding general economic conditions), which
does or could reasonably be expected to, materially and adversely impair (i) the ability of the
Guarantors and their respective Consolidated Subsidiaries, taken as a whole, to perform their
respective obligations under the Loan Documents, or (ii) the ability of Administrative Agent or the
Banks to enforce the Loan Documents.




          “Materials of Environmental Concern” means and includes pollutants, contaminants, hazardous
wastes, toxic and hazardous substances, asbestos, lead, petroleum and petroleum by-products.




          “Maturity Date” shall mean the date when all of the Obligations hereunder shall be due and
payable which shall be March 1, 2014, unless otherwise extended in accordance with Section 2.10(b)
or accelerated pursuant to the terms hereof.




          “Moody’s” means Moody’s Investors Services, Inc. or any successor thereto.




          “Mortgage” shall have the meaning set forth in Section 2.13(a).




          “Mortgage Perfection Document” shall have the meaning set forth in Section 2.13(e).




          “Multiemployer Plan” means at any time an employee pension benefit plan within the meaning of
Section 4001(a)(3) of ERISA to which any member of the ERISA Group is then making or accruing an
obligation to make contributions or has at





23









 







any time after September 25, 1980 made contributions or
has been required to make contributions (for these purposes any Person which ceased to be a member
of the ERISA Group after September 25, 1980 will be treated as a member of the ERISA Group).




          “Negative Pledge” means, with respect to any Property, any covenant, condition, or other
restriction entered into by the owner of such Property or directly binding on such Property which
prohibits or limits the creation or assumption of any Lien upon such Property to secure any or all
of the Obligations; provided, however, that such term shall not include (a) any covenant, condition
or restriction contained in any ground lease from a governmental entity, and (b) financial
covenants given for the benefit of any Person that may be violated by the granting of any Lien on
any Property to secure any or all of the Obligations.




          “Net Income” means, for any period, net income as calculated in conformity with GAAP.




          “Net Offering Proceeds” means all cash or other assets received by either or both of the
Guarantors as a result of the issuance or sale of common shares of beneficial interest, preferred
shares of beneficial interest, partnership interests, preferred partnership units, limited
liability company interests, Convertible Securities or other ownership or equity interests in
either or both of the Guarantors less customary costs and discounts of issuance paid by either or
both of the Guarantors, as the case may be.




          “Net Present Value” shall mean, as to a specified or ascertainable dollar amount, the present
value, as of the date of calculation of any such amount using a discount rate equal to the Base
Rate in effect as of the date of such calculation.




          “Net Price” means, with respect to the purchase of any Property, without duplication, (i) the
aggregate purchase price paid as cash consideration for such purchase (without adjustment for
prorations), including, without limitation, the principal amount of any note received or other
deferred payment to be made in connection with such purchase (except as described in clause (ii)
below) and the value of any non-cash consideration delivered in connection with such purchase
(including, without limitation, shares or preferred shares of beneficial interest in AMB
Corporation and OP Units or Preferred OP Units (as defined in AMB LP’s partnership agreement)) plus
(ii) reasonable costs of sale and non-recurring taxes paid or payable in connection with such
purchase or sale.




          “New Bank Joinder Agreement” means each New Bank Joinder Agreement, by and among Borrower, the
Guarantors, the Administrative Agent (on behalf of the Banks) and the applicable Qualified
Institution which is to become a Bank hereunder at any time after the date of this Agreement
pursuant to the terms of Section 2.1(b), the form of which is attached hereto as Exhibit K.




24









 








          “Non-Recourse Indebtedness” means Indebtedness with respect to which recourse for payment is
limited to (i) specific Property or Properties encumbered by a Lien securing such Indebtedness
and/or another Person so long as there is no recourse to AMB LP or AMB Corporation, or (ii) any
Consolidated Subsidiary or Investment Affiliate (provided that if an entity is a partnership, there
is no recourse to AMB LP or AMB Corporation as a general partner of such partnership); provided,
however, that personal recourse of AMB LP or AMB Corporation for any such Indebtedness for fraud,
misrepresentation, misapplication of cash, waste, environmental claims and liabilities and other
circumstances customarily excluded by institutional lenders from exculpation provisions and/or
included in separate indemnification agreements in non-recourse financing of real estate shall not,
by itself, prevent such Indebtedness from being characterized as Non-Recourse Indebtedness. For
purposes of the foregoing and for avoidance of doubt, (a) if the Indebtedness is partially
guaranteed by AMB LP or AMB Corporation, then the portion of such Indebtedness that is not so
guaranteed shall still be Non-Recourse Indebtedness if it otherwise satisfies the requirements in
this definition, and (b) if the liability of AMB LP or AMB Corporation under any such guaranty is
itself limited to specific Property
or Properties, then such Indebtedness shall still be Non-Recourse Indebtedness if such
Indebtedness otherwise satisfies the requirements of this definition.




          “Non-US Property” has the meaning set forth in Section 5.14.




          “Non-US Property Owners” has the meaning set forth in Section 5.14.




          “Notes” means (i) the promissory notes of the Initial Borrower and of each Qualified Borrower
that is a YK, substantially in the form of Exhibit A-1 hereto, (ii) the undertakings of
each Qualified Borrower that is a TMK, substantially in the form of Exhibit A-2 hereto and
(iii) the promissory notes of each Qualified Borrower that is not a YK or a TMK in form and
substance reasonably satisfactory to the Administrative Agent, in each case evidencing the
obligation of each Borrower to repay the Loans, and “Note” means any one of such promissory notes
or undertakings issued hereunder. Each reference in this Agreement to the “Note” of any Bank shall
be deemed to refer to and include any or all Notes, as the context may require.




          “Notice of Borrowing” means a notice from Borrower in accordance with Section 2.2.




          “Notice of Interest Rate Election” has the meaning set forth in Section 2.7.




          “Obligations” means all obligations, liabilities, indemnity obligations and Indebtedness of
every nature of the Credit Parties from time to time owing to Administrative Agent or any Bank
under or in connection with this Agreement or any other Loan Document.




25









 








          “OFAC List” has the meaning set forth in Section 9.22(a).




          “Parent” means, with respect to any Bank, any Person as to which such Bank is, directly or
indirectly, a subsidiary.




          “Participant” has the meaning set forth in Section 9.6(b).




          “Participating Bank” shall have the meaning set forth in Section 9.5(c).




          “PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all
of its functions under ERISA.




          “Permitted Holdings” means Unimproved Assets, interests in Taxable REIT Subsidiaries and
Investment Mortgages, but only to the extent permitted in Section 5.8.




          “Permitted Liens” means:




          (a) Liens for Taxes, assessments or other governmental charges not yet due and payable or
which are being contested in good faith by appropriate
proceedings promptly instituted and diligently conducted in accordance with the terms hereof;




          (b) statutory liens of carriers, warehousemen, mechanics, materialmen and other similar liens
imposed by law, which are incurred in the ordinary course of business for sums not more than sixty
(60) days delinquent or which are being contested in good faith in accordance with the terms
hereof;




          (c) deposits made in the ordinary course of business in connection with worker’s compensation,
unemployment insurance and other social security legislation or to secure liabilities to insurance
carriers;




          (d) utility deposits and other deposits to secure the performance of bids, trade contracts
(other than for borrowed money), leases, purchase contracts, construction contracts, governmental
contracts, statutory obligations, surety bonds, performance bonds and other obligations of a like
nature incurred in the ordinary course of business;




          (e) Liens for purchase money obligations for equipment (or Liens to secure Indebtedness
incurred within 90 days after the purchase of any equipment to pay all or a portion of the purchase
price thereof or to secure Indebtedness incurred solely for the purpose of financing the
acquisition of any such equipment, or extensions, renewals, or replacements of any of the foregoing
for the same or lesser amount); provided that (i) the Indebtedness secured by any such Lien does
not exceed the purchase price of such equipment, (ii) any such Lien encumbers only the asset so




26









 







purchased and the proceeds upon sale, disposition, loss or destruction thereof, and (iii) such
Lien, after giving effect to the Indebtedness secured thereby, does not give rise to an Event of
Default;




          (f) easements, rights-of-way, zoning restrictions, other similar charges or encumbrances and
all other items listed on Schedule B to any Credit Party’s owner’s title insurance policies, except
in connection with any Indebtedness, for any Credit Party’s Real Property Assets, so long as the
foregoing do not interfere in any material respect with the use or ordinary conduct of the business
of any Credit Party’s and do not diminish in any material respect the value of the Property to
which it is attached or for which it is listed;




          (g) (I) Liens and judgments which have been or will be bonded (and the Lien on any cash or
securities serving as security for such bond) or released of record within thirty (30) days after
the date such Lien or judgment is entered or filed against any Credit Party and/or any Subsidiary,
or (II) Liens which are being contested in good faith by appropriate proceedings for review and in
respect of which there shall have been secured a subsisting stay of execution pending such appeal
or proceedings and as to which the subject asset is not at risk of forfeiture;




          (h) Liens on Property of any Credit Party or their respective Subsidiaries (other than
Unencumbered Property) securing Indebtedness which may
be incurred or remain outstanding without resulting in an Event of Default hereunder; and




          (i) Liens in favor of a Credit Party or a Consolidated Subsidiary against any asset of any
Consolidated Subsidiary or any Investment Affiliate.




          “Person” means an individual, a corporation, a partnership, a limited liability company, an
association, a trust or any other entity or organization, including, without limitation, a
government or political subdivision or an agency or instrumentality thereof.




          “Plan” means at any time an employee pension benefit plan (other than a Multiemployer Plan)
which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412
of the Code and either (i) is maintained, or contributed to, by any member of the ERISA Group for
employees of any member of the ERISA Group or (ii) has at any time within the preceding five years
been maintained, or contributed to, by any Person which was at such time a member of the ERISA
Group for employees of any Person which was at such time a member of the ERISA Group.




          “Preferred Stock Subsidiary” means a corporation organized with two classes of stock,
consisting of one class of voting common shares and one class of non-voting preferred shares, all
of whose preferred shares are owned by a Person





27









 







seeking to be treated as a real estate investment
trust under the Code (or an operating partnership of which such Person is general partner) and all
of the common shares of which are owned by individuals or entities who are neither owned nor
controlled by such Person (but which individuals may be, and which entities may be owned and
controlled by, officers, directors or employees of such Person), and to which such Person (or an
operating partnership of which such Person is general partner) has contributed at least ninety-five
percent (95%) or more of the equity capital raised by such corporation in exchange for the issuance
of such corporation’s shares.




          “Prime Rate” means for any day a fluctuating rate per annum equal to the rate of interest in
effect for such day as publicly announced by the Administrative Agent from time to time as its
“short prime rate” in Japan (it being understood that the same shall not necessarily be the best
rate offered by the Administrative Agent to customers).




          “Pro Rata Share” means, with respect to any Bank, a fraction (expressed as a percentage), the
numerator of which shall be the amount of such Bank’s Commitment and the denominator of which shall
be the aggregate amount of all of the Banks’ Commitments as adjusted from time to time in
accordance with the provisions of this Agreement.




          “Property” means, with respect to any Person, any real or personal property, building,
facility, structure, equipment or unit, or other asset owned by such Person, including, without
limitation, operating businesses.




          “Qualified Borrower” means a (i) a TMK or company (kabushiki kaisha or mochibun kaisha)
organized under the laws of Japan, (ii) a yugen kaisha organized under the laws of Japan, (iii) a
Japan branch of a limited partnership, limited liability company or other business entity organized
under the laws of the United States (including any state or District of Columbia), duly registered
in Japan, (iv) a private company limited by shares organized under the laws of Singapore, or (v)
any other entity, in each case which is at least 50% owned, directly or indirectly, by AMB LP and
of which AMB LP (or a Person that is owned and controlled, directly or indirectly, by AMB LP) is
the sole shareholder, general partner or managing member, or otherwise exercises control over such
entity and the Indebtedness of which, in all cases, can be guaranteed by the Guarantors pursuant to
the provisions of the Guarantors’ formation documents and who has been added as a Qualified
Borrower hereunder in accordance with Section 2.21(a). The Initial Qualified Borrowers are set
forth on Schedule 1.1(a).




          “Qualified Borrower Joinder Agreements” means, collectively, one or more Qualified Borrower
Joinder Agreements, among Administrative Agent (on behalf of the Banks) and a Qualified Borrower
relating to a Subsidiary which is to become a Qualified Borrower hereunder at any time on or after
the date of this Agreement, the form of which for a YK and a TMK is attached hereto as Exhibit
B-1





28









 







and Exhibit B-2, respectively, and the form of which for any other Person shall be
substantially similar to Exhibit B-1 and Exhibit B-2 and reasonably satisfactory to
the Administrative Agent.




          “Qualified Borrower Joinder Documents” means, as to any Qualified Borrower Joinder Agreement,
collectively, all documents, instruments and certificates required by such Qualified Borrower
Joinder Agreement to be delivered pursuant to the terms thereof.




          “Qualified Borrower Undertaking” means the undertakings of each Qualified Borrower that is a
TMK, substantially in the form of Exhibit A-2 hereto, evidencing the obligation of such
Qualified Borrower to repay the Loans made to such Qualified Borrower.




          “Qualified Institution” means a Bank, or one or more banks, finance companies, insurance or
other financial institutions which (A) has (or, in the case of a bank which is a subsidiary, such
bank’s parent has) a rating of its senior debt obligations of not less than Baa-1 by Moody’s or a
comparable rating by a rating agency acceptable to Administrative Agent, (B) has total assets in
excess of US$10,000,000,000 (or its equivalent in alternate currency) and (C) is a Qualified
Institutional Investor.




          “Qualified Institutional Investor” (tekikaku kikan toshika) has the meaning assigned thereto
in Article 2, Section 3, item 1 of the Financial Instruments and Exchange Law (kinyu shohin
torihiki ho) of Japan (Law No. 25 of 1948, as amended from time to time), Article 10, Section 1 of
the regulations relating to the
definitions contained in such Article 2 and further defined in Article 67-14 of the Special
Taxation Measures Law (Law No. 26 of 1957, as amended from time to time).




          “Ratification” shall have the meaning set forth in Section 2.13(a).




          “Rating Agencies” means, collectively, S&P, Moody’s and Fitch.




          “Real Property Assets” means as to any Person as of any time, the real property assets
(including, without limitation, interests in participating mortgages in which such Person’s
interest therein is characterized as equity according to GAAP) owned directly or indirectly by such
Person at such time.




          “Recourse Debt” shall mean Indebtedness that is not Non-Recourse Indebtedness.




          “Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System, as
in effect from time to time.





29











 




          “REIT” means a real estate investment trust, as defined under Section 856 of the Code.


          “Requisite Lenders” shall have the meaning set forth in Section 9.5(b).


          “Revised Adjusted EBITDA” means, for any period, Adjusted EBITDA for such period, less (a)
interest income, plus (b) actual general and administrative expenses for such period to the extent
deducted in calculating Adjusted EBITDA; for purposes of calculating Revised Adjusted EBITDA, “Net
Income” shall be deemed to include as to any Real Property Asset with respect to which a tenant
received any free rent during such period, the amount of such free rent as if the same had been
paid in cash by such tenant.


          “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.,
or any successor thereto.


          “Second Tier Funding Loan” has the meaning in Section 5.14.


          “Secured Debt” means Indebtedness (but excluding Intracompany Indebtedness), the payment of
which is secured by a Lien (other than a Permitted Lien, except for those Permitted Liens described
in clause (h) of the definition thereof) on any Property owned or leased by a Guarantor plus
Guarantors’ Share of Indebtedness (but excluding Intracompany Indebtedness), the payment of which
is secured by a Lien (other than a Permitted Lien, except for those Permitted Liens described in
clause (h) of the definition thereof) on any Property owned or leased by any Investment Affiliate
or any Consolidated Subsidiary.


          “Secured Option” shall have the meaning set forth in Section 2.13 (a).


          “Secured Property” shall have the meaning set forth in Section 2.13(a).


          “Security Document” shall have the meaning set forth in Section 2.13(a).


          “Securities” means any stock, partnership interests, shares, shares of beneficial interest,
voting trust certificates, bonds, debentures, notes or other evidences of indebtedness, secured or
unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as
“securities,” or any certificates of interest, shares, or participations in temporary or interim
certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire
any of the foregoing, but shall not include Joint Venture Interests, any interest in any Subsidiary
of a Guarantor, any interest in a Taxable REIT Subsidiary, any Indebtedness which would not be
required to be included on the liabilities side of the balance sheet of the Guarantors on a
consolidated basis in accordance with GAAP, any Cash or Cash Equivalents or any evidence of the
Obligations.



30









 









	 	 	“Share Pledge” shall have the meaning set forth in Section 2.13(a).
	 
	 	 	“Solvent” means, with respect to any Person, that the fair saleable value of such Person’s
assets exceeds the Indebtedness of such Person.
	 
	 	 	“SIBOR” means, in relation to any borrowing of Singapore Dollars, (i) the applicable Singapore
Dollars Screen Rate, or (ii) if no Singapore Dollars Screen Rate is available for the applicable
interest period, the arithmetic mean of the rates (rounded upwards to four decimal places) as
supplied to the Administrative Agent at its request quoted by the SIBOR Reference Banks to leading
banks in the Singapore interbank market, as applicable, at or about 11:00 a.m. (New York time) on
the second Business Day before the first day of the applicable interest period for the offering of
deposits in Singapore Dollars and for a period comparable to the interest period for such Loan.
	 
	 	 	“SIBOR Reference Banks” means the principal Singapore offices of certain of the Banks or such
other banks as may be designated by the Administrative Agent in consultation with the Borrowers and
the Guarantors.
	 
	 	 	“Singapore Dollars” means the lawful currency of Singapore.
	 
	 	 	“Singapore Dollars Screen Rate” means page 50157 of the Telerate screen under the caption
“ASSOCIATION OF BANKS IN SINGAPORE SIBOR AND SWAP OFFER RATE FIXING AT 11A.M. SINGAPORE TIME”. If
the agreed page is replaced or service ceases to be available, the Administrative Agent may specify
another page or service displaying the appropriate rate after consultation with the Borrowers,
Guarantors and the Banks.
	 
	 	 	“Stabilized Occupancy Rate” means, as of any date for any Real Property Asset, that the
percentage of the rentable area of such Real Property Asset leased to and occupied by tenants or
other persons pursuant to bona fide leases, licenses, or other agreements requiring current rent or
other similar payments who are currently paying such rent or other similar payments, is at least
ninety percent (90%).
	 
	 	 	“Subsidiary” means any corporation or other entity of which securities or other ownership
interests having ordinary voting power to elect a majority of the board of directors or other
persons performing similar functions are at the time directly or indirectly owned by a Guarantor.
	 
	 	 	“Subsidiary Operating Partnership” shall mean a limited liability company or limited
partnership in which the only interest therein not owned (directly or indirectly) by a Guarantor
shall be preference interests or preference units, respectively.




31









 










          “Substantially Controlled by AMB LP” means, with respect to any action, that such action is
substantially controlled by AMB LP as contemplated under Section 5.14.


          “TBI Pledge” shall have the meaning set forth in Section 2.13(a).


          “Taxable REIT Subsidiary” means any corporation (other than a REIT) in which AMB Corporation
directly or indirectly owns stock and AMB Corporation and such corporation jointly elect that such
corporation shall be treated as a taxable REIT subsidiary of AMB Corporation under and pursuant to
Section 856 of the Code.


          “Taxes” means all federal, state, local and foreign income and gross receipts taxes.


          “Term” has the meaning set forth in Section 2.10.


          “Termination Event” shall mean (i) a “reportable event”, as such term is described in Section
4043 of ERISA (other than a “reportable event” not subject to the provision for 30 day notice to
the PBGC), or an event described in Section 4062(e) of ERISA, (ii) the withdrawal by any member of
the ERISA Group from a Multiemployer Plan during a plan year in which it is a “substantial
employer” (as defined in Section 4001(a)(2) of ERISA), or the incurrence of liability by any member
of the ERISA Group under Section 4064 of ERISA upon the termination of a Multiemployer Plan, (iii)
the filing of a notice of intent to terminate any Plan under Section 4041 of ERISA, other than in a
standard termination within the meaning of Section 4041 of ERISA, or the treatment of a Plan
amendment as a distress termination under Section 4041 of ERISA, (iv) the institution by the PBGC
of proceedings to terminate, impose liability (other than for premiums under Section 4007 of ERISA)
in respect of, or cause a trustee to be appointed to administer, any Plan or (v) any other event or
condition that might reasonably constitute grounds for the termination of, or the appointment of a
trustee to administer, any Plan or the imposition of any liability or encumbrance or Lien on the
Real Property Assets or any member of the ERISA Group under ERISA or the Code.


          “Tiered Non-US Property” has the meaning set forth in Section 5.14.


          “TMK” means a special purpose corporation (tokutei mokuteki kaisha) organized under TMK Law.


          “TMK Law” means the Law Regarding Liquidation of Assets (Shisan no Ryudoka ni Kansuru Horitsu)
of Japan (Law No. 105 of 1998, as amended from time to time).


          “TMK Permitted Indebtedness” has the meaning set forth in Section 7.10.



32









 







          “Total Asset Value” means, with respect to AMB LP and without duplication,



               (i) the quotient obtained by dividing (a) (1) Revised Adjusted EBITDA for the previous four
(4) Fiscal Quarters most recently ended,
minus (2) for any Property (other than Construction Assets or Unimproved Assets) which was
acquired by AMB LP, a Consolidated Subsidiary or an Investment Affiliate in any of the previous
four (4) Fiscal Quarters, the Revised Adjusted EBITDA attributable to such Property to the extent
the same was included in the Revised Adjusted EBITDA of AMB LP in clause (1), minus (3) for any
Transition Property, the Revised Adjusted EBITDA attributable to such Real Property Asset to the
extent the same was included in the Revised Adjusted EBITDA of AMB LP in clause (1), minus (4)
Asset Management Fees and Development Profits for the previous four (4) Fiscal Quarters most
recently ended to the extent the same was included in the Revised Adjusted EBITDA of AMB LP in
clause (1), by (b) the FMV Cap Rate,



               plus (ii) for any Property which was acquired by AMB LP in any of the previous four (4)
Fiscal Quarters, the sum of (x) the Net Price of the Property paid by AMB LP for such Property and
(y) the cost of capital expenditures actually incurred in connection with such Property,



               plus (iii) for any Property which was acquired by an Investment Affiliate or a Consolidated
Subsidiary in any of the previous four (4) Fiscal Quarters, the sum of (x) Guarantors’ Share of the
Net Price of the Property paid by such Investment Affiliate or such Consolidated Subsidiary, as
applicable, for such Property, and (y) Guarantors’ Share of the cost of capital expenditures
actually incurred in connection with such Property,



               plus (iv) for any Transition Property, the quotient obtained by dividing (a) the Revised
Adjusted EBITDA attributable to such Property for the previous four (4) Fiscal Quarters most
recently ended, by (b) the FMV Cap Rate, but not less than the sum of (1) the book value of any
such Transition Property of AMB LP plus the allowance for accumulated depreciation for such asset
on that date, as determined in accordance with GAAP, and (2) Guarantors’ Share of the book value of
any such Transition Property of any Investment Affiliate or any Consolidated Subsidiary of AMB LP
plus the allowance for accumulated depreciation for such asset on that date, as determined in
accordance with GAAP,



               plus (v) the quotient obtained by dividing (a) Asset Management Fees for the previous four (4)
Fiscal Quarters most recently ended by (b) twelve and one half percent (12 1/2%),



33









 






               plus (vi) the quotient obtained by dividing (a) Development Profits for the previous four (4)
Fiscal Quarters most recently ended by (b) twelve and one half percent (12 1/2%), but not more than
7.5% of Total Asset Value,




               plus (vii) the value of any Cash or Cash Equivalent owned by AMB LP (including Cash or Cash
Equivalents held in restricted Section 1031 accounts under the control of Guarantor or any
Consolidated Subsidiary), and Guarantors’ Share of any Cash or Cash Equivalents owned by any
Consolidated Subsidiary or Investment Affiliate (including Cash or Cash Equivalents held in restricted Section 1031 accounts under the control of Guarantor or any Consolidated
Subsidiary),




               plus (viii) the book value of any Construction Assets, Unimproved Assets and any other
tangible assets of AMB LP (including foreign currency exchange agreements, to the extent such
agreements are material and are reported or are required under GAAP to be reported by AMB LP in its
financial statements), plus the allowance for accumulated depreciation for such asset on that date,
as determined in accordance with GAAP,




               plus (ix) Guarantors’ Share of the book value of any Construction Assets, Unimproved Assets
and any other tangible assets of any Investment Affiliate or any Consolidated Subsidiary plus the
allowance for accumulated depreciation for such asset on that date, as determined in accordance
with GAAP. For purposes of the foregoing, a Real Property Asset which was a Construction Asset
will be deemed to have been acquired on the date it ceases to be a Construction Asset.




          “Total Liabilities” means, as of the date of determination and without duplication, all
Balance Sheet Indebtedness of the Guarantors plus Guarantors’ Share of all Balance Sheet
Indebtedness of Investment Affiliates and Consolidated Subsidiaries.




          “Transition Property” means, as of any date, (a) any Real Property Asset that at any time
during the previous four (4) Fiscal Quarters most recently ended did not have a Stabilized
Occupancy Rate, whether or not such Real Property Asset at any time prior to the date of
determination had reached a Stabilized Occupancy Rate, or (b) any Real Property Asset which never
reached a Stabilized Occupancy Rate after it ceased to be a Construction Asset.




          “Unencumbered Net Operating Cash Flow” means, as of any date of determination, the
Unencumbered Net Operating Income for the previous four (4) Fiscal Quarters; provided that, as to
any Unencumbered Property acquired (or, in the case of any Unencumbered Property that ceased to be
a Construction Asset during such period, deemed acquired) during such period, Unencumbered Net
Operating Cash Flow shall be adjusted by deducting the actual Unencumbered Net Operating



34









 





Income for such Unencumbered Property during such four (4) Fiscal Quarters and by adding the product of the
Unencumbered Net Operating Income for such Property for the most recent Fiscal Quarter multiplied
by 4.



          “Unencumbered Net Operating Income” means, for any period, for all Unencumbered Properties,
the aggregate revenues from each such Unencumbered Property for such period (including, without
limitation, lease termination fees appropriately amortized, but excluding deferred rents
receivable), or in the case of any Unencumbered Property owned by a Joint Venture Subsidiary,
Guarantor’s Share thereof, less the cost of maintaining such Unencumbered Properties (including,
without limitation, taxes, insurance, repairs and maintenance, but excluding
depreciation, amortization, interest costs and capital expenditures) or in the case of any
Unencumbered Property owned by a Joint Venture Subsidiary, Guarantor’s Share thereof (provided that
as to any Unencumbered Property acquired during such period, only revenues and property level
expenses attributable to such period occurring after such acquisition shall be included), as
adjusted (i) for capital expenditure reserves at the rate of Ten Cents (US) (US$0.10, or in the
case of any Unencumbered Property owned by a Joint Venture Subsidiary, Guarantors’ Share of Ten
Cents (US) (US$0.10)) per square foot per annum of space leased as of the applicable date of
determination (provided that, as to any Unencumbered Property acquired during such period, such
amount per square foot shall be pro-rated for the period of ownership) and (ii) to exclude the
effects of straight-lining of rents.


          “Unencumbered Property” means any retail or industrial Real Property Asset (including
Unimproved Assets and Construction Assets, but excluding interests in participating mortgages in
which such Person’s interest therein is characterized as equity according to GAAP) from time to
time which (i) is an operating Real Property Asset which is owned directly or indirectly 100% in
fee (or ground leasehold) by AMB LP, a Financing Partnership or a Joint Venture Subsidiary, (ii) is
not subject (nor are any equity interests in such Property that are owned directly or indirectly by
AMB LP, AMB Corporation or any Joint Venture Parent subject) to a Lien which secures Indebtedness
of any Person other than Permitted Liens, (iii) is not subject (nor are any equity interests in
such Property that are owned directly or indirectly by AMB LP, AMB Corporation or any Joint Venture
Parent subject) to any Negative Pledge (provided that a financial covenant given for the benefit of
any Person that may be violated by the granting of any Lien on any Property to secure any or all of
the Obligations shall not be deemed a Negative Pledge), and (iv) if owned by a domestic Financing
Partnership or Joint Venture Subsidiary (other than a Financing Partnership or Joint Venture
Subsidiary that invests primarily with foreign currencies or primarily in foreign countries), such
Financing Partnership or Joint Venture Subsidiary shall not be the borrower or guarantor of any
Unsecured Debt other than the Loans.


          “Unimproved Assets” means Real Property Assets (or, in the case of any Real Property Assets to
be developed in phases, any phase thereof) containing no



35









 








material improvements other than
infrastructure improvements such as roads, utility feeder lines and the like.



          “United States” means the United States of America, including the fifty states and the
District of Columbia.


          “Unrestricted Cash or Cash Equivalents” means Cash or Cash Equivalents owned by AMB LP, and
Guarantors’ Share of any Cash or Cash Equivalent owned by any Consolidated Subsidiary or Investment
Affiliate, that are not subject to any pledge, lien or control agreement, less (i) $35,000,000,
(ii) amounts normally and customarily set aside by AMB LP for operating, capital and interest
reserves, and (iii) amounts placed with third parties as deposits or security for contractual
obligations.


          “Unsecured Debt” means the amount of Indebtedness (excluding Intracompany Indebtedness) for
borrowed money of the Guarantors, any Financing Partnership, any Preferred Stock Subsidiary or
Joint Venture Subsidiary and which is not Secured Debt, including, without limitation, the amount
of all then outstanding Loans.


          “Unsecured Debt Yield” has the meaning set forth in Section 5.8(i).


          “Unsecured Interest Expense” means, as of any date of determination, for the previous four (4)
Fiscal Quarters, the Interest Expense paid, accrued or capitalized on Unsecured Debt; provided,
however, in the case of any Preferred Stock Subsidiary, Joint Venture Subsidiary or Consolidated
Subsidiary only an amount equal to the Guarantor’s Share of any such Interest Expense on Unsecured
Debt of such entity shall be included in Unsecured Interest Expense.


          “Unused Commitments” shall mean an amount equal to all unadvanced funds (other than unadvanced
funds in connection with any construction loan) which any third party is obligated to advance to
AMB LP or another Person or otherwise pursuant to any loan document, written instrument or
otherwise.


          “U.S. Revolving Credit Agreement” shall mean the Fourth Amended and Restated Revolving Credit
Agreement, dated as of November 10, 2010, among AMB Property, L.P., the lenders listed on the
signature pages thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, J.P. Morgan Europe
Limited, as Administrative Agent for Alternate Currencies, J.P. Morgan Securities LLC and Banc of
America Securities LLC, as Joint Lead Arrangers and Joint Bookrunners, and the other banks, agents
and the qualified borrowers listed therein.


          “Yen” and “JPY” shall denote the lawful currency of Japan.



36









 







          “Yen LIBOR” means: (a) the applicable Yen LIBOR Screen Rate; or (b) (if no Yen LIBOR Screen
Rate is available for Yen or for the Interest Period of that Loan) the rate (rounded upwards to
four decimal places) quoted by the Yen LIBOR Reference Bank to leading banks in the London
Interbank Market, at or about 11.00 a.m. London time on the second Business Day before the first
day of the applicable Interest Period for the offering of deposits in Yen and for a period
comparable to the Interest Period for that Loan.


          “Yen LIBOR Borrowing” has the meaning set forth in Section 1.3.


          “Yen LIBOR Loan” means a Committed Loan to be made by a Bank as a Yen LIBOR Loan in accordance
with the provisions of this Agreement.


          “Yen LIBOR Reference Bank” means Sumitomo Mitsui Banking Corporation.


          “Yen LIBOR Screen Rate” means the British Bankers’ Association Interest Settlement Rate for
Yen for the relevant period, displayed on the appropriate page of Bloomberg BBAM and, if for any
reason such rate does not appear on Bloomberg BBAM, the appropriate page of the Reuters screen. If
the agreed page is replaced or service ceases to be available, the Administrative Agent may specify
another page or service displaying such rate after consultation with the Borrower and the Banks.


          “YK” means a special limited company (tokurei yugen kaisha) formed under YK Law (yugen kaisha
ho) (Law No. 74 of 1938, as amended) and existing under the Companies Act (kaisha ho) (Law No. 86
of 2005, as amended).


          SECTION 1.2. Accounting Terms and Determination. Unless otherwise specified herein, all accounting terms
used herein shall be interpreted, all accounting determinations hereunder shall be made, and all
financial statements required to be delivered hereunder shall be prepared in accordance with GAAP
applied on a basis consistent (except for changes concurred in by AMB LP’s independent public
accountants) with the most recent audited consolidated financial statements of AMB LP and its
Consolidated Subsidiaries delivered to the Administrative Agent; provided that for purposes of
references to the financial results and information of “AMB Corporation, on a consolidated basis,”
AMB Corporation shall be deemed to own one hundred percent (100%) of the partnership interests in
AMB LP; and provided further that, if AMB LP notifies the Administrative Agent that AMB LP wishes
to amend any covenant in Article V to eliminate the effect of any change in GAAP on the operation
of such covenant (or if the Administrative Agent notifies AMB LP that the Majority Banks wish to
amend Article V for such purpose), then AMB LP’s compliance with such covenant shall be determined
on the basis of GAAP in effect immediately before the relevant change in GAAP became effective,



37









 








until either such notice is withdrawn or such covenant is amended in a manner reasonably
satisfactory to AMB LP and the Majority Banks.



          SECTION 1.3. Types of Borrowings. The term “Borrowing” denotes the aggregation of Loans of one or more
Banks to be made to each Borrower pursuant to Article 2 on the same date, all of which Loans are of
the same type (subject to Article 8) and, except in the case of Base Rate Loans, have the same
initial Interest Period. Borrowings are classified for purposes of this Agreement by reference to
the pricing of Loans comprising such Borrowing (e.g., a “Base Rate Borrowing” is a Borrowing
comprised of Base Rate Loans and a “Yen LIBOR Borrowing” is a Borrowing comprised of Yen LIBOR
Loans). A “Committed Borrowing” is a Borrowing under Section 2.1 in which all Banks participate in
proportion to their Commitments.



ARTICLE II




THE CREDITS


          SECTION 2.1. Commitment to Lend. (a) Each Bank severally agrees, on the terms and conditions set forth
in this Agreement, to make Loans to each Borrower and participate in Letters of Credit issued by
the Fronting Bank on behalf of each Borrower pursuant to this Article from time to time during the
term hereof in amounts such that the aggregate principal amount of Committed Loans by such Bank at
any one time outstanding together with such Bank’s Pro Rata Share of the Letter of Credit Usage at
such time shall not exceed the amount of its Commitment. Each Borrowing outstanding under this
Section 2.1(a) shall be in an aggregate principal amount of JPY300,000,000 or an integral multiples
of JPY1,000,000 in excess thereof (except that any such Borrowing may be in any amount required to
reimburse the Fronting Bank for any drawing under any Letter of Credit) and shall be made from the
several Banks ratably in proportion to their respective Commitments. In no event shall the
aggregate amount outstanding at any time, plus the outstanding amount of the Letter of Credit
Usage, exceed the Facility Amount. Subject to the limitations set forth herein, any amounts repaid
may be reborrowed.


          (b) Optional Increase in Commitments. Unless a Default or an Event of Default has
occurred and is continuing, Borrower, by written notice to the Administrative Agent, shall have the
right to request an increase of up to Twenty Billion Yen (JPY 20,000,000,000) such that the
aggregate Commitment after all such increases shall not exceed Sixty-Five Billion Yen (JPY
65,000,000,000); provided that for any such request (i) any Bank which is a party to this Agreement
prior to such request for increase, at its sole discretion, may elect to increase its Commitment
but shall not have any obligation to so increase its Commitment, and (ii) in the event that any
Bank which is a party to this Agreement prior to such request for increase does not elect to
increase its Commitment, the Administrative Agent shall use commercially reasonable efforts to
locate additional Qualified Institutions willing to provide



38









 








commitments for the requested increase,
and Borrower may also identify additional Qualified Institutions willing to provide commitments for
the requested increase, provided further that the Administrative Agent shall approve any such
additional Qualified Institutions, which approval will not be unreasonably withheld or delayed.
Any such Bank willing to increase its Commitment for the requested increase shall duly execute and
deliver to the Administrative Agent a Bank Commitment Increase Agreement. Any such additional
Qualified Institution willing and approved to provide commitments for the requested increase shall
duly execute and deliver to the Administrative Agent a New Bank Joinder Agreement pursuant to which
such Qualified Institution shall become a Bank hereunder. In the event that any Bank or Qualified
Institutions commit to any such increase, such Banks and Qualified Institutions shall execute and
deliver the Bank Commitment Increase Agreement or the New Bank Joinder Agreement, as applicable,
the Commitment of each committed Bank shall be increased, the Pro Rata Shares of the Banks shall be
adjusted, Borrower shall make such borrowings and repayments as shall be necessary to effect the
reallocation of the Committed Loans so that the Committed Loans are held by the Banks in
accordance with their Pro Rata Shares after giving effect to such increase, and other changes shall
be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which
the Banks have agreed to increase their respective Commitments or make new Commitments in response
to Borrower’s request for an increase in the aggregate Commitment pursuant to this Section 2.1, in
each case without the consent of the Banks other than those Banks increasing their Commitments.
The fees payable by Borrower and the Guarantors upon any such increase in the Commitments shall be
agreed upon by the Administrative Agent, Borrower and the Guarantors. In addition, if as a result
of any such increase in the Commitments, there shall be a reallocation of Yen LIBOR Loans, Borrower
shall pay any amounts that may be due pursuant to Section 2.15 hereof. Notwithstanding the
foregoing, nothing in this Section 2.1(b) shall constitute or be deemed to constitute an agreement
by any Bank to increase its Commitment hereunder.



          SECTION 2.2. Notice of Borrowing.


          (a) With respect to any Committed Borrowing, the applicable Borrower shall give Administrative
Agent notice not later than 1:00 P.M. (New York time) (x) the second (2nd) Business Day prior to
each Base Rate Borrowing, or (y) the fourth (4th) Business Day before each Yen LIBOR Borrowing or
(z) with respect to any Secured Borrowing, regardless of whether it is a Base Rate Borrowing or a
Yen LIBOR Borrowing, the tenth (10th) Business Day prior to such Secured Borrowing, specifying:



               (i) the date of such Borrowing, which shall be a Business Day,



               (ii) the aggregate amount of such Borrowing,



39









 





               (iii) whether the Loans comprising such Borrowing are to be Base Rate Loans or Yen LIBOR
Loans,



               (iv) in the case of a Yen LIBOR Borrowing, the duration of the Interest Period applicable
thereto, subject to the provisions of the definition of Interest Period,



               (v) such information as is requested in Schedule 2.2(a) hereto relating to the
project, if any, for which the Borrowing will be used, unless such information has been previously
provided;



               (vi) if such Borrowing is a Secured Borrowing, the Secured Property and the collateral to be
granted;



               (vii) payment instructions for delivery of such Borrowing; and



               (viii) certify that no Guarantor Default or Guarantor Event of Default has occurred and is
continuing and, with respect to such Borrower, no Borrower Default or Borrower Event of Default has
occurred and is continuing.


          (b) The applicable Borrower shall give the Administrative Agent and the Fronting Bank written
notice in the event that it desires to have Letters of Credit (each, a “Letter of Credit”) issued
on behalf of such Borrower or a Subsidiary thereof hereunder no later than 1:00 P.M. (New York
time) at least five (5) Business Days (or if such Letter of Credit is to be secured, at least ten
(10) Business Days) prior to, but excluding, the date of such issuance. Each such notice shall (i)
specify the aggregate amount of the requested Letters of Credit, (ii) specify the individual amount
of each requested Letter of Credit and the number of Letters of Credit to be issued, (iii) specify
the date of such issuance (which shall be a Business Day), (iv) state the name and address of the
beneficiary, (vi) the expiration date of the Letter of Credit (which in no event shall be later
than twelve (12) months after the Maturity Date), (vi) state the purpose and circumstances for
which such Letter of Credit is being issued, (vii) specify the terms upon which each such Letter of
Credit may be drawn down (which terms shall not leave any discretion to Fronting Bank), (viii) if
such Letter of Credit is to be issued on behalf of a Subsidiary of such Borrower, the identity of
such Subsidiary; (ix) if such Letter of Credit is to be secured, identify the Secured Property to
be acquired and the collateral to be granted, (x) such information as is requested in Schedule
2.2(a) hereto relating to the project, if any, for which the Letter of Credit will be used and (xi)
certify that no Guarantor Default or Guarantor Event of Default has occurred and is continuing and,
with respect to such Borrower, that no Borrower Default or Borrower Event of Default has occurred
and is continuing. Each such notice may be revoked telephonically by such Borrower to the Fronting
Bank and the Administrative Agent any time prior to the issuance of the Letter of Credit by the
Fronting Bank, provided such revocation is confirmed in writing by such Borrower to




40









 








the Fronting
Bank and the Administrative Agent within two (2) Business Days by facsimile. Notwithstanding
anything contained herein to the contrary, such Borrower shall complete and deliver to the Fronting
Bank any required documentation in connection with any requested Letter of Credit no later than the
third (3rd) Business Day prior to the date of issuance thereof (including, without limitation, a
Note (if not previously delivered hereunder)). No later than 1:00 P.M. (New York time) on the date
that is four (4) Business Days prior to, but excluding, the date of issuance, such Borrower shall
specify a precise description of the documents and the verbatim text of any certificate to be
presented by the beneficiary of such Letter of Credit, which if presented by such beneficiary prior
to the expiration date of the Letter of Credit would require the Fronting Bank to make a payment
under the Letter of Credit; provided, that Fronting Bank may, in its reasonable judgment,
require changes in any such documents and certificates only in conformity with changes in customary
and commercially reasonable practice or law and, provided further, that no Letter of Credit
shall require payment against a conforming draft to be made thereunder on the third (3rd) Business
Day following the date that such draft is presented if such presentation is made later than 1:00
P.M. New York time, as applicable) (except that if the beneficiary of any Letter of Credit requests
at the time of the issuance of its Letter of
Credit that payment be made on the same Business Day) against a conforming draft, such
beneficiary shall be entitled to such a same day draw, provided such draft is presented to the
Fronting Bank no later than 1:00 P.M. (New York time) and provided further such Borrower shall have
requested to the Fronting Bank and the Administrative Agent that such beneficiary shall be entitled
to a same day draw). In determining whether to pay on such Letter of Credit, the Fronting Bank
shall be responsible only to determine that the documents and certificates required to be delivered
under the Letter of Credit have been delivered and that they comply on their face with the
requirements of that Letter of Credit. All Letters of Credit may be presented for payment in Japan
and, if required by the beneficiary thereunder, shall be paid in Japan.



          SECTION 2.3. Intentionally Deleted.


          SECTION 2.4. Intentionally Deleted.


          SECTION 2.5. Notice to Banks; Funding of Loans.


          (a) Upon receipt of a Notice of Borrowing from any Borrower in accordance with Section 2.2
hereof, the Administrative Agent shall, on the date such Notice of Borrowing is received by the
Administrative Agent, notify each Bank of the contents thereof and of such Bank’s share of such
Borrowing, of the interest rate determined pursuant thereto and the Interest Period(s) (if
different from those requested by such Borrower) and such Notice of Borrowing shall not thereafter
be revocable by such Borrower, unless such Borrower shall pay any applicable expenses pursuant to
Section 2.15.




41









 







          (b) Not later than 2:00 p.m. (New York time) on the date of each Committed Borrowing as
indicated in the applicable Notice of Borrowing, each Bank shall (except as provided in subsection
(d) of this Section) make available its share of such Committed Borrowing in Yen immediately
available in Tokyo, Japan, to the Administrative Agent at its address referred to in Section 9.1.
If any Borrower has requested the issuance of a Letter of Credit, no later than 1:00 p.m. (New York
time) on the date of such issuance as indicated in the notice delivered pursuant to Section 2.2(b),
the Fronting Bank shall issue such Letter of Credit in the amount so requested and deliver the same
to the applicable Borrower, with a copy thereof to the Administrative Agent. Immediately upon the
issuance of each Letter of Credit by the Fronting Bank, the Fronting Bank shall be deemed to have
sold and transferred to each other Bank, and each such other Bank shall be deemed, and hereby
agrees, to have irrevocably and unconditionally purchased and received from the Fronting Bank,
without recourse or warranty, an undivided interest and a participation in such Letter of Credit,
any drawing thereunder, and its obligation to pay its Pro Rata Share with respect thereto, and any
security therefor or guaranty pertaining thereto, in an amount equal to such Bank’s ratable share
thereof. Upon any change in any of the Commitments in accordance herewith, there shall be an
automatic adjustment to such participations to reflect such changed shares. The Fronting Bank
shall have the primary obligation to fund any and all draws made with respect to such Letter of
Credit notwithstanding any failure of a participating Bank to fund its ratable share of any
such draw. The Administrative Agent will instruct the Fronting Bank to make such Letter of Credit
available to the applicable Borrower, and the Fronting Bank shall make such Letter of Credit
available to the applicable Borrower, at its aforesaid address or at such address in Japan as such
Borrower shall request on the date of the Borrowing.


          (c) Unless the Administrative Agent shall have received notice from a Bank prior to the date
of any Borrowing that such Bank will not make available to the Administrative Agent such Bank’s
share of such Borrowing, the Administrative Agent may assume that such Bank has made such share
available to the Administrative Agent on the date of such Borrowing in accordance with this Section
2.5 and the Administrative Agent may, in reliance upon such assumption, but shall not be obligated
to, make available to the applicable Borrower on such date a corresponding amount on behalf of such
Bank. If and to the extent that such Bank shall not have so made such share available to the
Administrative Agent, such Bank agrees to repay to the Administrative Agent forthwith on demand
such corresponding amount together with interest thereon, for each day from the date such amount is
made available to the applicable Borrower until the date such amount is repaid to the
Administrative Agent, at the rate of interest applicable to such Borrowing hereunder. If such Bank
shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall
constitute such Bank’s Loan included in such Borrowing for purposes of this Agreement. If such
Bank shall not pay to Administrative Agent such corresponding amount after reasonable attempts are
made by Administrative



42









 








Agent to collect such amounts from such Bank, the applicable Borrower agrees
to repay to Administrative Agent forthwith on demand such corresponding amounts together with
interest thereto, for each day from the date such amount is made available to such Borrower until
the date such amount is repaid to Administrative Agent, at the interest rate applicable thereto one
(1) Business Day after demand. Nothing contained in this Section 2.5(d) shall be deemed to reduce
the Commitment of any Bank or in any way affect the rights of such Borrower with respect to any
defaulting Bank or Administrative Agent. The failure of any Bank to make available to the
Administrative Agent such Bank’s share of any Borrowing in accordance with Section 2.5(b) hereof
shall not relieve any other Bank of its obligations to fund its Commitment, in accordance with the
provisions hereof.



          (d) Subject to the provisions hereof, the Administrative Agent shall make available each
Borrowing to the applicable Borrower in Yen immediately available in accordance with, and on the
date set forth in, the applicable Notice of Borrowing.


          SECTION 2.6. Notes.


          (a) The Loans of each Borrower shall be evidenced by a single Note made by the applicable
Borrower payable to the order of the Administrative Agent, on behalf of the Banks for the account
of their respective Lending Offices.


          (b) Notwithstanding the provisions of Section 2.6(a) above, each Bank may, by notice to any
Borrower and the Administrative Agent, request that its Loans to such Borrower be evidenced by a
separate Note payable to the order of such Bank for the account of its Lending Office, in which
event the Note made by such Borrower pursuant to Section 2.6(a) above shall not include or evidence
the Loans made by such Bank to such Borrower. Each such Note shall be modified to reflect the fact
that it evidences solely Loans made by the applicable Bank. Any additional costs incurred by the
Administrative Agent, such Borrower or the Banks in connection with preparing such a Note shall be
at the sole cost and expense of the Bank requesting such Note. In the event any Loans evidenced by
such a Note are paid in full prior to the Maturity Date, any such Bank shall return such Note to
the applicable Borrower.


          (c) Upon receipt of each Note pursuant to Section 3.1(a), the Administrative Agent shall
forward a copy of such Note to each Bank. The Administrative Agent shall record the date, amount,
type and maturity of each Loan made by each Bank and the date and amount of each payment of
principal made by the applicable Borrower with respect thereto, and may, if the Administrative
Agent so elects in connection with any transfer or enforcement of its Note, endorse on the
appropriate schedule appropriate notations to evidence the foregoing information with respect to
each such Loan then outstanding; provided that the failure of the Administrative Agent to make any
such recordation or endorsement shall not affect the obligations of any Borrower hereunder or under
the Notes. The Administrative



43









 








Agent is hereby irrevocably authorized by each Borrower so to
endorse its Note and to attach to and make a part of its Note a continuation of any such schedule
as and when required.



          (d) Upon receipt of each Bank’s Note pursuant to Section 2.6(b) above, the Administrative
Agent shall forward such Note to such Bank. Each Bank shall record the date, amount, type and
maturity of each Loan made by it and the date and amount of each payment of principal made by the
applicable Borrower with respect thereto, and may, if such Bank so elects in connection with any
transfer or enforcement of its Note, endorse on the appropriate schedule appropriate notations to
evidence the foregoing information with respect to each such Loan then outstanding; provided that
the failure of any Bank to make any such recordation or endorsement shall not affect the
obligations of any Borrower hereunder or under the Note. Each Bank is hereby irrevocably
authorized by each Borrower so to endorse its Note and to attach to and make a part of its Note a
continuation of any such schedule as and when required.


          (e) The Committed Loans shall mature, and the principal amount thereof shall be due and
payable, on the Maturity Date.


          (f) There shall be no more than ten (10) Yen LIBOR Groups of Loans outstanding at any one time
with respect to each Borrower.


          SECTION 2.7. Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing
shall bear interest initially at the type of rate
specified by the applicable Borrower in the applicable Notice of Borrowing. Thereafter, each
Borrower may from time to time elect to change or continue the type of interest rate borne by each
Group of Loans (subject in each case to the provisions of Article VIII) made to such Borrower, as
follows:



               (i) if such Loans are Base Rate Loans, the applicable Borrower may elect to convert all or any
portion of such Loans to Yen LIBOR Loans as of any Business Day;



               (ii) if such Loans are Yen LIBOR Loans, the applicable Borrower may elect to convert all or
any portion of such Loans to Base Rate Loans and/or elect to continue all or any portion of such
Loans as Yen LIBOR Loans for an additional Interest Period or additional Interest Periods, in each
case effective on the last day of the then current Interest Period applicable to such Loans, or on
such other date designated by the applicable Borrower in the Notice of Interest Rate Election
provided such Borrower shall pay any losses pursuant to Section 2.15.



Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to
the Administrative Agent at least four (4) Business Days prior to, but excluding, the effective
date of the conversion or continuation selected in such notice.




44









 








A Notice of Interest Rate Election
may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant
Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such
Group of Loans, (ii) the portion to which such Notice of Interest Rate Election applies, and the
remaining portion to which it does not apply, are JPY30,000,000 or any larger multiple of
JPY1,000,000, (iii) there shall be no more than ten (10) Yen LIBOR Groups of Loans with respect to
each Borrower outstanding at any time, (iv) no Committed Loan may be continued as, or converted
into, a Yen LIBOR Loan when any Guarantor Event of Default has occurred and is continuing or, with
respect to such Borrower delivering such Notice of Interest Rate Election, a Borrower Event of
Default has occurred and is continuing; provided, further, that if any Bank has previously advised
the Administrative Agent and Borrower that it is unable to make a Base Rate Loan and such notice
has not been withdrawn, the applicable Borrower shall be deemed to have continued any Committed
Loan that is a Yen LIBOR Loan as a Yen LIBOR Loan and, unless the applicable Borrower timely elects
an Interest Period, shall be deemed to have elected an Interest Period of 7 days (provided if such
Interest Period is not available from all Banks, such Borrower shall be deemed to have elected an
Interest Period of 30 days), and (v) no Interest Period shall extend beyond the Maturity Date.



          (b) Each Notice of Interest Rate Election shall specify:



               (i) the Group of Loans (or portion thereof) to which such notice applies;



               (ii) the date on which the conversion or continuation selected in such notice is to be
effective, which shall comply with the applicable clause of subsection (a) above;



               (iii) if the Loans comprising such Group of Loans are to be converted, the new type of Loans
and, if such new Loans are Yen LIBOR Loans, the duration of the initial Interest Period applicable
thereto; and



               (iv) if such Loans are to be continued as Yen LIBOR Loans for an additional Interest Period,
the duration of such additional Interest Period.



Each Interest Period specified in a Notice of Interest Rate Election shall comply with the
provisions of the definition of Interest Period.




          (c) Upon receipt of a Notice of Interest Rate Election from any Borrower pursuant to
subsection (a) above, the Administrative Agent shall notify each Bank the same day as it receives
such Notice of Interest Rate Election of the contents thereof, the interest rates determined
pursuant thereto and the Interest Periods (if different from those requested by such Borrower) and
such notice shall not thereafter be revocable by such Borrower. If the applicable Borrower fails
to deliver a timely Notice of Interest Rate Election to the Administrative Agent for any Yen LIBOR




45












 





Group of Loans, such Loans shall be converted into Base Rate Loans, and such Borrower shall be
deemed to have made a Base Rate Borrowing in the amount of such Yen LIBOR Group of Loans (for which
such Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.2
and all other conditions to such Borrowing shall be deemed waived or satisfied) and the proceeds of
such Borrowing shall be deemed to have been used to repay such Yen LIBOR Group of Loans on the last
day of the then current Interest Period applicable thereto.



          (d) Notwithstanding anything to the contrary contained herein, if any Bank has previously
advised the Administrative Agent and Borrower that it is unable to make a Base Rate Loan and until
such notice is withdrawn, (i) the Base Rate Loan option shall not be available to Borrower and
Borrower shall only have the option to make Yen LIBOR Borrowings, (ii) with respect to any
Borrowing made (or deemed made) during such period, the Borrower shall be deemed to have elected
the Yen LIBOR Borrowing option and, unless the Borrower makes a timely election otherwise, shall be
deemed to have elected an Interest Period of 7 days (provided if such Interest Period is not
available from all Banks, such Borrower shall be deemed to have elected an Interest Period of 30
days) and (iii) if the Interest Period with respect to any Yen LIBOR Loans shall end during such
period, Borrower shall be deemed to have elected to continue such Yen LIBOR Loans as Yen LIBOR
Loans and, unless the Borrower makes a timely election otherwise, such Borrower shall be deemed to
have elected an Interest Period of 7 days (provided if such Interest Period is not available from
all Banks, such Borrower shall be deemed to have elected an Interest Period of 30 days).


          SECTION 2.8. Interest Rates.


          (a) Each Base Rate Loan shall bear interest on the outstanding principal amount thereof, for
each day from the date such Loan is made until the date it is repaid or converted into a Yen LIBOR
Loan pursuant to Section 2.7, at a rate per annum equal to the sum of the Base Rate plus the Applicable Margin for Base Rate Loans for
such day.


          (b) Each Yen LIBOR Loan shall bear interest on the outstanding principal amount thereof, for
each day during the Interest Period applicable thereto, at a rate per annum equal to the sum of the
Applicable Margin for Yen LIBOR Loans plus Yen LIBOR for such day.


          (c) In the event that, and for so long as, any Event of Default shall have occurred and be
continuing, the outstanding principal amount of the Loans, and, to the extent permitted by
applicable law, overdue interest in respect of all Loans, shall bear interest at the annual rate
equal to the sum of the Base Rate plus the Applicable Margin for Base Rate Loans plus two percent
(2%) (unless any Bank has previously advised the Administrative Agent and Borrower that it is
unable to make a Base Rate Loan, in which event the “Default Rate” shall be Yen LIBOR with an
Interest Period



46









 








of 7 days (provided if such Interest Period is not available from all Banks, such
rate shall be calculated based upon an Interest Period of 30 days) plus the Applicable Margin for
Yen LIBOR Loans plus 2%) (the “Default Rate”); provided, however, with respect to any Borrower
Event of Default, the Default Rate shall apply only to those Loans made to the defaulting Borrower.



          (d) The Administrative Agent shall determine each interest rate applicable to the Loans
hereunder. The Administrative Agent shall give prompt notice to the applicable Borrower and the
Banks of each rate of interest so determined, and its determination thereof shall be conclusive in
the absence of demonstrable error.


          (e) Interest on all Loans bearing interest at the Base Rate shall be payable in arrears on the
first Business Day of each calendar month. Interest on all Yen LIBOR Loans shall be payable on the
last Business Day of the applicable Interest Period, but no less frequently than every three months
determined on the basis of the first (1st) day of the Interest Period applicable to the Loan in
question.


          SECTION 2.9. Fees.


          (a) Facility Fee. For the period beginning on the date hereof and ending on the date
the Obligations are paid in full and this Agreement is terminated (the “Facility Fee Period”), the
Credit Parties shall pay to the Administrative Agent for the account of the Banks a facility fee on
the aggregate Commitments, irrespective of usage, at the Applicable Fee Percentage, provided that,
with respect to the Borrowers, such obligation shall be divided ratably in proportion to such
Borrower’s respective Borrowings and no Borrower shall be liable for an amount greater than its
prorata share of such fees, provided, further, that the Guarantors shall be liable for the full
amount of such fees. The facility fee shall be payable in arrears on each January 1, April 1, July
1 and October 1 during the Facility Fee Period. The Facility Fee shall be payable in Yen.


          (b) Letter of Credit Fee. During the Term and thereafter for so long as any Letter of
Credit shall be outstanding, each Borrower shall pay to the Administrative Agent, for the account
of the Banks in proportion to their interests in respect of issued and undrawn Letters of Credit
issued for the account of such Borrower, a fee (a “Letter of Credit Fee”) in an amount, provided
that no Guarantor Event of Default shall have occurred and be continuing and no Borrower Event of
Default shall have occurred and be continuing with respect to such Borrower, equal to a rate per
annum equal to the then percentage per annum of the Applicable Margin with respect to Yen LIBOR
Loans, on the daily average of such issued and undrawn Letters of Credit, which fee shall be
payable, in arrears, on each January 1, April 1, July 1 and October 1 during the Term and for so
long as any Letter of Credit shall be outstanding. From the occurrence, and during the
continuance, of a Guarantor Event of Default or a Borrower Event of Default with respect to such
Borrower, such fee shall be increased to be equal to a rate per annum equal to the then percentage
per




47









 








annum of the Applicable Margin with respect to Yen LIBOR Loans plus two percent (2%) on the
daily average of such issued and undrawn Letters of Credit. The Letter of Credit Fee shall be
payable in Yen. Notwithstanding the foregoing, however, no Letter of Credit Fee shall be payable
on the available amount of any Letter of Credit to the extent that such Letter of Credit has been
cash collateralized as a result of the provisions of Section 9.16(c)(ii) hereof.



          (c) Fronting Bank Fee. Each Borrower shall pay any Fronting Bank, for its own
account, a fee (a “Fronting Bank Fee”) at a rate per annum equal to the greater of (i) 0.25% of the
undrawn amount of such Letter of Credit issued by such Fronting Bank for the account of such
Borrower (the “Annual Fronting Bank Fee”) and (ii) JPY25,000, which Fronting Bank Fee shall be in
addition to and not in lieu of, the Letter of Credit Fee. The Fronting Bank Fee shall be payable
in arrears on each January 1, April 1, July 1 and October 1 during the Term in Yen.


          (d) Extension Fee. If AMB LP elects to extend the term of the Loan in accordance with
Section 2.10(b), AMB LP shall pay to the Administrative Agent, for the account of the Banks in
proportion to their interests, a fee (a “Extension Fee”) in an amount equal to 0.35% of the
aggregate Commitments. The Extension Fee shall be paid by AMB LP on or before the Extension Date
in Yen.


          (e) Fees Non-Refundable. All fees set forth in this Section 2.9 shall be deemed to
have been earned on the date payment is due in accordance with the provisions hereof and shall be
non-refundable. The obligation of any Credit Party to pay such fees in accordance with the
provisions hereof shall be binding upon the such Credit Party and shall inure to the benefit of the
Administrative Agent and the Banks regardless of whether any Loans are actually made.


          SECTION 2.10. Maturity Date.


          (a) The term (the “Term”) of the Commitments (and each Bank’s obligations to make
Loans and to participate in Letters of Credit hereunder) shall terminate and expire on the Maturity
Date. Upon the date of the termination of the Term, any Loans then outstanding (together with accrued interest thereon and all other
Obligations) shall be due and payable on such date.


          (b) Notwithstanding the foregoing, AMB LP, on behalf of Borrower, may extend the Maturity Date
for a period of one (1) year upon the following terms and conditions: (i) delivery by AMB LP of a
written notice to the Administrative Agent (the “Extension Notice”) on or before a date that is not
more than one hundred eighty (180) days nor less than thirty (30) days prior to the Maturity Date,
which Extension Notice the Administrative Agent shall promptly deliver to the Banks; (ii) no Event
of Default shall have occurred and be continuing both on the date AMB LP delivers the Extension
Notice and on the original Maturity Date (the “Extension Date”) and (iii) AMB LP shall pay the
Extension Fee to Administrative




48









 








Agent on or before the Extension Date. AMB LP’s delivery of the Extension Notice shall be irrevocable.



          SECTION 2.11. Optional Prepayments.


          (a) Each Borrower may, upon at least two (2) Business Days’ notice to the Administrative
Agent, prepay any Base Rate Loans made to such Borrower, in whole or from time to time in part, in
amounts aggregating for all Base Rate Loans of such Borrower being prepaid at the same time
JPY1,000,000 or more, by paying the principal amount to be prepaid together with accrued interest
thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay
ratably the Loans of the several Banks included in such Group of Loans or Borrowing.


          (b) Each Borrower may, upon at least five (5) Business Days’ notice to the Administrative
Agent, pay all or any portion of any Yen LIBOR Loan made to such Borrower as of the last day of the
Interest Period applicable thereto in amounts aggregating for all Yen LIBOR Loans of such Borrower
being prepaid at the same time JPY75,000,000 or more. Except as provided in Article 8 and except
with respect to any Yen LIBOR Loan which has been converted to a Base Rate Loan pursuant to Section
8.2, 8.3 or 8.4 hereof, a Borrower may not prepay all or any portion of the principal amount of any
Yen LIBOR Loan made to such Borrower prior to the end of the Interest Period applicable thereto
unless such Borrower shall also pay any applicable expenses pursuant to Section 2.15. Each such
optional prepayment shall be in the amounts set forth in Section 2.11(a) above and shall be applied
to prepay ratably the Loans of the Banks included in any Yen LIBOR Group of Loans, except that any
Yen LIBOR Loan which has been converted to a Base Rate Loan pursuant to Section 8.2, 8.3 or 8.4
hereof may be prepaid without ratable payment of the other Loans in such Group of Loans which have
not been so converted.


          (c) Each Borrower may, upon at least five (5) Business Days’ notice to the Administrative
Agent (by 1:00 P.M. New York time), reimburse the Administrative Agent for the benefit of the
Fronting Bank for the amount of any drawing under a Letter of Credit issued for the account of such
Borrower in whole or in part in any amount.


          (d) Any Borrower may at any time return any undrawn Letter of Credit issued for the account of
such Borrower to the Fronting Bank in whole, but not in part, and the Fronting Bank within a
reasonable period of time shall give the Administrative Agent and each of the Banks notice of such
return.


          (e) AMB LP may at any time and from time to time cancel all or any part of the Commitments by
the delivery to the Administrative Agent of a notice of cancellation within the applicable time
periods set forth in Sections 2.11(a) and (b) if there are Loans then outstanding or, if there are
no Loans outstanding at such time as to which the Commitments with respect thereto are being
canceled, upon at least five





49









 








(5) Business Days’ notice to the Administrative Agent, whereupon, in either event, all or such portion of the Commitments, as applicable, shall terminate as to the
applicable Banks, pro rata on the date set forth in such notice of cancellation, and, if there are
any Loans then outstanding, the applicable Borrowers shall prepay all or such portion of Loans
outstanding on such date in accordance with the requirements of Section 2.11(a) and (b). In no
event shall AMB LP be permitted to cancel Commitments for which a Letter of Credit has been issued
and is outstanding unless the applicable Borrower for whose account such Letter of Credit was
issued returns (or causes to be returned) such Letter of Credit to the Fronting Bank. AMB LP shall
be permitted to designate in its notice of cancellation which Loans, if any, are to be prepaid.



          (f) Any amounts so prepaid pursuant to Section 2.11(a) or (b) may be reborrowed. In the event
AMB LP elects to cancel all or any portion of the Commitments pursuant to Section 2.11(e) hereof,
such amounts may not be reborrowed.


          SECTION 2.12. Mandatory Prepayments. If a Borrower disposes of a real estate asset (or a beneficial
interest therein) to a third party on an arm’s length basis (excluding any disposition to an
Affiliate of AMB LP, provided that such real estate asset continues to be managed by a AMB LP or a
Subsidiary of AMB LP), such Qualified Borrower shall within three (3) Business Days of the
settlement date of such disposal prepay to the Administrative Agent all Loans owed by it with
respect to the real estate asset or beneficial interest so disposed together with accrued interest
on such amount.


          SECTION 2.13. Secured Option.


          (a) Each Borrower shall have the option, exercisable upon not less than thirty (30) days
notice to the Administrative Agent to cause any one or more of the Loans to be made to such
Borrower to be secured by the Secured Property or a pledge of the equity interests of such Borrower
as designated in such notice (such option being the “Secured Option”). In the event any Borrower
elects the Secured Option with respect to any Committed Loan after such date, such Committed Loans
shall be secured by:



               (i) At such Borrower’s option, either (A) a first priority mortgage (ne teito ken) on all
real estate assets purchased with the proceeds of the Loan (the “Secured Property”) substantially in the form of Exhibit C or otherwise
reasonably acceptable to the Administrative Agent (a “Mortgage”) or (B) if such Secured Property is
intrusted, a first priority pledge (ne shichi) on such trust beneficial interests substantially in
the form of Exhibit D or otherwise reasonably acceptable to Administrative Agent (a “TBI
Pledge”) or (C) first priority pledge (ne shichi) of all the preferred or common shares of the
entity which owns the Secured Property substantially in the form of Exhibit E or otherwise
reasonably acceptable to the Administrative Agent (a “Share Pledge”). In each case, the Mortgage,
TBI Pledge or



50









 





Share Pledge, as the case may be, and such other documents and filings reasonably necessary to perfect and evidence the Banks’ first priority security interest are referred to as
the “Security Documents” and such security is referred to as the “Collateral”; and




               (ii) a ratification and reaffirmation by the Guarantors of their obligations under the
Guaranty (the “Ratification”).


          (b) Each Borrower shall have the option, upon ten (10) Business Days prior written notice to
Administrative Agent, to substitute the type of Security Document securing Collateral (i.e., a
Mortgage or a TBI Pledge on a Secured Property can be substituted with a Share Pledge on the
preferred or common stock or membership interests of such Borrower; a Share Pledge can be
substituted with a Mortgage or TBI Pledge on the Secured Property; a Share Pledge on common stock
can be substituted with a Share Pledge on preferred stock; and a Mortgage can be substituted with a
TBI Pledge in the event the Secured Property is intrusted and a TBI Pledge can be substituted with
a Mortgage in the event the Secured Property is to be removed from the trust), provided (i) such
Borrower complies with the terms and conditions of Section 2.13(a)(i), (ii) such Borrower pays all
of Administrative Agent’s reasonable out-of-pocket expenses in connection with such substitution
and release and (iii) such Borrower causes the Guarantors to deliver a Ratification.


          (c) Each Borrower shall have the option, upon five (5) Business Days prior notice to
Administrative Agent, to obtain a release of Collateral securing a Loan provided that (i) such
Borrower prepays the Loan secured thereby, (ii) such Borrower pays all of Administrative Agent’s
reasonable out-of-pocket expenses in connection with such release and (iii) such Borrower causes
the Guarantors to deliver a Ratification.


          (d) Upon ten (10) Business Days notice to Administrative Agent, another Borrower (the
“Assuming Borrower”) may assume a Loan made to a Borrower provided that, upon the assumption by
such Assuming Borrower of such Loan, (i) the Assuming Borrower delivers Collateral of the type
selected by the Assuming Borrower under Section 2.13(a), (ii) the Assuming Borrower satisfies all
the conditions to the original Borrowing as set forth in Section 3.2, (iii) the Assuming Borrower
pays all of Administrative Agent’s reasonable out-of-pocket expenses in connection with such
release and (iii) the Assuming Borrower causes the Guarantors to deliver a Ratification. The
release of the original Borrower and such original Collateral shall occur simultaneously with the
assumption of the Loan by the Assuming Borrower and the substitution of the Collateral. In no event shall the
Administrative Agent release any such Collateral unless and until substitute Collateral has been
obtained, to the satisfaction of the Administrative Agent.


          (e) If the type of Collateral selected by a Borrower under Section 2.13(a) is a Mortgage, the
applicable Borrower shall provisionally register a Mortgage in favor of the Banks upon the grant
thereof. Upon the occurrence and during the



51









 








continuance of a Guarantor Event of Default or a Borrower Event of Default with respect to such Borrower, such Borrower shall permanently register
or cause to be permanently registered, the Mortgage within two (2) Business Days of the
Administrative Agent’s request therefor. Concurrently with the provisional registration of the
Mortgage, such Borrower shall deliver to the Administration Agent the following (“Mortgage
Perfection Documents”): (i) undated powers of attorney of such Borrower necessary to permit the
Administrative Agent and the Banks to effectively permanently register the Mortgage; (ii) a recent
certificate of registered seal for the applicable Borrower, to be updated to the extent any changes
are made with respect to such certificate and not less than once each quarter; (iii) a recent
commercial registry of the applicable Borrower, to be updated to the extent any changes are made
with respect to such registry and not less than once each fiscal quarter (or as otherwise may be
reasonably requested by the Administrative Agent as required to perfect the Banks’ security
interest in the Mortgage); (iv) the registration identification information (toki shikibetsu joho)
provided under Article 21 of the Immovables Registration Law (fudosan toki hou) (Law No. 123 of
2004, as amended) (the “Immovables Registration Law”) or the document certifying the completion of
registration concerning the right of the applicable Borrower (tokizumisho) provided under Article
21 of the Immovables Registration Law and Article 6, paragraph 3 of the Supplementary Provisions
(fusoku) of the Immovables Registration Law, as applicable (or identification information (honnin
kakunin joho) prepared by a judicial scrivener or legal counsel as provided under Article 23,
paragraph 4 of the Immovables Registration Law (fudosan toki hou), if applicable, and (iv) any
other documents necessary for the Banks to perfect their security interest in the Mortgage,
executed by the applicable Borrower and updated to the extent necessary or as otherwise reasonably
requested by the Administrative Agent as required to perfect such security interest.
Administrative Agent shall be authorized without necessity of further authorization from such
Borrower to permanently register any and all Mortgages in favor of the Banks at any time after the
occurrence and during the continuance of a Guarantor Event of Default or a Borrower Event of
Default with respect to such Borrower. The applicable Borrower shall bear and promptly reimburse
the Administrative Agent and the Banks for all reasonable out-of-pocket costs and expenses incurred
in connection with the provisional or permanent registration of Mortgages.



          SECTION 2.14. General Provisions as to Payments.


          (a) Each Borrower shall make each payment of the principal of and interest on its Loans and
fees hereunder, by initiating a wire transfer not later than 1:00 P.M. (New York time) on the date when due in Yen immediately available in Tokyo, Japan to the
Administrative Agent at its address referred to in Section 9.1, and each Borrower shall deliver to
Administrative Agent evidence of such wire as soon as possible thereafter on the date when due.
The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt
thereof) distribute to each



52









 







Bank its ratable share of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative
Agent shall receive any such payment for the account of the Banks on or before 11:00 A.M. (New York
time) on any Business Day, and Administrative Agent shall not have distributed to any Bank its
applicable share of such payment on such day, Administrative Agent shall distribute such amount to
such Bank together with interest thereon, for each day from the date such amount should have been
distributed to such Bank until the date Administrative Agent distributes such amount to such Bank,
at the Prime Rate. Whenever any payment of principal of, or interest on the Committed Loans or of
fees shall be due on a day which is not a Business Day, the date for payment thereof shall be
extended to the next succeeding Business Day unless such Business Day falls in another calendar
month, in which case the date for payment thereof shall be the next preceding Business Day. If
the date for any payment of principal is extended by operation of law or otherwise, interest
thereon shall be payable for such extended time.


          (b) Unless the Administrative Agent shall have received notice from the applicable Borrower
prior to the date on which any payment is due to the Banks hereunder that such Borrower will not
make such payment in full, the Administrative Agent may assume that such Borrower has made such
payment in full to the Administrative Agent on such date and the Administrative Agent may, in
reliance upon such assumption, cause to be distributed to each Bank on such due date an amount
equal to the amount then due such Bank. If and to the extent that such Borrower shall not have so
made such payment, each Bank shall repay to the Administrative Agent forthwith on demand such
amount distributed to such Bank together with interest thereon, for each day from the date such
amount is distributed to such Bank until the date such Bank repays such amount to the
Administrative Agent, at the Prime Rate.


          (c) If any Bank shall fail to make any payment required to be made by it pursuant to Section
2.5, 2.14, 2.18 or 9.4, then the Administrative Agent, notwithstanding any contrary provision
hereof, shall (i) apply any amounts thereafter received by the Administrative Agent for the account
of such Bank for the benefit of the Administrative Agent or the Fronting Bank to satisfy such
Bank’s obligations to it under such Section until all such unsatisfied obligations are fully paid,
and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application
to, any future funding obligations of such Bank under any such Section, in the case of each of
clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its
reasonable discretion.


          SECTION 2.15. Funding Losses. If any Borrower makes any payment of principal with respect to any Yen
LIBOR Loan on any day other than the last day of the Interest Period applicable thereto, or if any
Borrower fails to borrow any Yen LIBOR Loans after notice has been given to any Bank in accordance
with Section



53









 








2.5(a) or if any Borrower shall deliver a Notice of Interest Rate Election specifying
that a Yen LIBOR Loan shall be converted on a date other than the first (1st) day of the then
current Interest Period applicable thereto, such Borrower shall reimburse each Bank within 15 days
after certification of such Bank of such loss or expense (which shall be delivered by each such
Bank to Administrative Agent for delivery to such Borrower) for any resulting loss or expense
incurred by it (or by an existing Participant in the related Loan), including, without limitation,
any loss incurred in obtaining, liquidating or employing deposits from third parties, but excluding
loss of margin for the period after any such payment or failure to borrow, provided that such Bank
shall have delivered to Administrative Agent and Administrative Agent shall have delivered to such
Borrower a certification as to the amount of such loss or expense, which certification shall set
forth in reasonable detail the basis for and calculation of such loss or expense and shall be
conclusive in the absence of demonstrable error.



          SECTION 2.16. Computation of Interest and Fees. Interest based on the Prime Rate shall be computed on
the basis of a year of 365 days (or 366 days in a leap year) and paid for the actual number of days
elapsed (including the first day but excluding the last day). All other interest and fees shall be
computed on the basis of a year of 360 days and paid for the actual number of days elapsed
(including the first day but excluding the last day).


          SECTION 2.17. Use of Proceeds. Each Borrower shall use the proceeds of the Loans to fund the acquisition
and development of properties, or the acquisition of beneficial interests in properties, and for
other real estate purposes, in Japan and in other regions of Asia, provided in no event shall any
Borrower further lend the proceeds of any Loan to any unrelated third party.


          SECTION 2.18. Letters of Credit.


          (a) Subject to the terms contained in this Agreement (including Section 9.5(c)) and the other
Loan Documents, upon the receipt of a notice in accordance with Section 2.2(b) requesting the
issuance of a Letter of Credit, the Fronting Bank shall issue a Letter of Credit or Letters of
Credit in such form as is reasonably acceptable to the applicable Borrower (subject to the
provisions of Section 2.2(b)) in an amount or amounts equal to the amount or amounts requested by
such Borrower; provided that the Fronting Bank shall issue the same only in Yen.


          (b) Each Letter of Credit shall be issued in the minimum amount of JPY10,000,000 or such
lesser amount as may be agreed to by the Fronting Bank.


          (c) The Letter of Credit Usage shall be no more than the lesser of (i) JPY9,000,000,000 and
(ii) twenty percent (20%) of the Facility Amount at any one time.




54












 





          (d) There shall be no more than twenty-five (25) Letters of Credit outstanding at any
one time.



          (e) In the event of any request for a drawing under any Letter of Credit by the
beneficiary thereunder, the Fronting Bank shall notify the applicable Borrower and the
Administrative Agent (and the Administrative Agent shall notify each Bank thereof) on or before the
date on which the Fronting Bank intends to honor such drawing, and, except as provided in this
subsection (e), such Borrower shall reimburse the Fronting Bank, in immediately available funds in
Yen, on the same day on which such drawing is honored in an amount equal to the amount of such
drawing.



               (i) Notwithstanding anything contained herein to the contrary, unless the applicable
Borrower shall have notified the Administrative Agent and the Fronting Bank prior to 1:00 P.M. (New
York time) on the Business Day immediately preceding the date of such drawing that such Borrower
intends to reimburse the Fronting Bank for the amount of such drawing with funds other than the
proceeds of the Loans, such Borrower shall be deemed to have timely given a Notice of Borrowing
pursuant to Section 2.2 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on
the date on which such drawing is honored and in an amount equal to the amount of such drawing (in
Yen). Each Bank (other than the Fronting Bank) shall, in accordance with Section 2.5(b), make
available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which
shall be applied directly by the Administrative Agent to reimburse the Fronting Bank for the amount
of such draw. In the event that any Bank fails to make available to the Fronting Bank the amount
of such Bank’s participation on the date of a drawing, the Fronting Bank shall be entitled to
recover such amount on demand from such Bank together with interest at the Prime Rate commencing on
the date such drawing is honored, and the provisions of Section 9.16 shall otherwise apply to such
failure.



               (ii) Notwithstanding the terms of Section 2.18(e)(i), (a) if any Bank has previously
advised the Administrative Agent and Borrower that it is unable to make a Base Rate Loan and such
notice has not been withdrawn and (b) if the applicable Borrower has not notified the
Administrative Agent and the Fronting Bank prior to 1:00 P.M. (New York time) on the Business Day
immediately preceding the date of such drawing that such Borrower intends to reimburse the Fronting
Bank for the amount of such drawing with funds other than the proceeds of the Loans, then (x) the
amount of such drawing shall be deemed to be a Borrowing of a Base Rate Loan from the Fronting Bank
(to be funded solely by the Fronting Bank) on the date on which such drawing is honored and in an
amount equal to the amount of such drawing (in Yen) and (y) such Borrower shall be deemed to have
given a Notice of Borrowing pursuant to Section 2.2 to the Administrative Agent requesting a
Borrowing of Yen LIBOR Loans with an Interest Period of 7 days (provided if such Interest Period is
not available from all Banks, such Borrower shall be deemed to have elected an Interest Period of
30 days) on the date on which such drawing is honored



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and in an amount equal to the amount of such drawing (in Yen). Each Bank shall, in accordance with
Section 2.5(b), make available its Pro Rata Share of such Borrowing of Yen LIBOR Loans under clause
(y) above to the Administrative Agent, the proceeds of which shall be applied directly by the
Administrative Agent to repay the Base Rate Loan made by the Fronting Bank under clause (x) above.
In the event that any Bank fails to fund its Pro Rata Share of such Yen LIBOR Loans in accordance
with the terms of Section 2.5(b), the Fronting Bank shall be entitled to recover such amount on
demand from such Bank together with interest at the Prime Rate commencing on the date such drawing
is honored, and the provisions of Section 9.16 shall otherwise apply to such failure.




          (f) If, at the time a beneficiary under any Letter of Credit requests a drawing
thereunder, a Guarantor Event of Default as described in Section 6.1(f) or Section 6.1(g) shall
have occurred and is continuing or a Borrower Event of Default as described in Section 6.3(e) and
6.3(f) with respect to the Borrower for whose account such Letter of Credit was issued, then on the
date on which the Fronting Bank shall have honored such drawing, the applicable Borrower shall have
an unreimbursed obligation (the “Unreimbursed Obligation”) to the Fronting Bank in an amount equal
to the amount of such drawing, which amount shall bear interest at the annual rate of the sum of
the Base Rate plus the Applicable Margin for Base Rate Loans plus two percent (2%); provided if any
Bank has previously advised the Administrative Agent and Borrower that it is unable to make a Base
Rate Loan and until such notice is withdrawn, such amount shall bear interest at a rate per annum
equal to the sum of the Applicable Margin for Yen LIBOR Loans plus Yen LIBOR with an Interest
Period of 7 days (provided if such Interest Period is not available from all Banks, such rate shall
be calculated based upon an Interest Period of 30 days) plus two percent (2%). Each Bank shall
purchase an undivided participating interest in such drawing in an amount equal to its pro rata
share of the Commitments, and upon receipt thereof the Fronting Bank shall deliver to such Bank an
Unreimbursed Obligation participation certificate dated the date of the Fronting Bank’s receipt of
such funds and in the amount of such Bank’s pro rata share.



          (g) If, after the date hereof, any change in any law or regulation or in the
interpretation thereof by any court or administrative or governmental authority charged with the
administration thereof shall either (i) impose, modify or deem applicable any reserve, special
deposit or similar requirement against letters of credit issued by, or assets held by, or deposits
in or for the account of, or participations in any letter of credit, upon any Bank (including the
Fronting Bank) or (ii) impose on any Bank any other condition regarding this Agreement or such Bank
(including the Fronting Bank) as it pertains to any Letter of Credit or any participation therein
and the result of any event referred to in the preceding clause (i) or (ii) shall be to increase,
by an amount deemed by the Fronting Bank or such Bank to be material, the cost to the Fronting Bank
or any Bank of issuing or maintaining such Letter of Credit or participating therein, then the
Borrower for whose account such Letter of Credit was



56









 




issued shall pay to the Fronting Bank or such Bank, within 15 days after written demand by such
Bank (with a copy to the Administrative Agent), which demand shall be accompanied by a certificate
showing, in reasonable detail, the calculation of such amount or amounts, such additional amounts
as shall be required to compensate the Fronting Bank or such Bank for such increased costs or
reduction in amounts received or receivable hereunder. Each Bank will promptly notify each
affected Borrower and the Administrative Agent of any event of which it has knowledge, occurring
after the date hereof, which will entitle such Bank to compensation pursuant to this Section 2.18
and will designate a different Applicable Lending Office if such designation will avoid the need
for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such
Bank be otherwise disadvantageous to such Bank. If such Bank shall fail to notify any affected
Borrower of any such event within 90 days following the end of the month during which such event
occurred, then such Borrower’s liability for any amounts described in this Section incurred by such
Bank as a result of such event shall be limited to those attributable to the period occurring
subsequent to the ninetieth (90th) day prior to, but excluding, the date upon which such Bank
actually notified such Borrower of the occurrence of such event. A certificate of any Bank
claiming compensation under this Section 2.18 and setting forth a reasonably detailed calculation
of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence
of demonstrable error. In determining such amount, such Bank may use any reasonable averaging and
attribution methods.




          (h) Each Borrower hereby agrees to protect, indemnify, pay and save the Fronting Bank
harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges
and expenses (including reasonable attorneys’ fees and disbursements) which the Fronting Bank may
incur or be subject to as a result of (i) the issuance of Letters of Credit for the account of such
Borrower, other than to the extent of the bad faith, gross negligence or willful misconduct of the
Fronting Bank or (ii) the failure of the Fronting Bank to honor a drawing under such Letter of
Credit as a result of any act or omission, whether rightful or wrongful, of any present or future
de jure or de facto government or governmental authority
(collectively, “Governmental Acts”), other than to the extent of the bad faith, gross negligence or
willful misconduct of the Fronting Bank. As between the Borrower for whose account the Letter of
Credit was issued and the Fronting Bank, such Borrower assumes all risks of the acts and omissions
of any beneficiary with respect to its use, or misuses of, such Letter of Credit issued by the
Fronting Bank. In furtherance and not in limitation of the foregoing, the Fronting Bank shall not
be responsible (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of
any document submitted by any party in connection with the application for and issuance of such
Letters of Credit, even if it should in fact prove to be in any or all respects invalid,
insufficient, inaccurate, fraudulent or forged; (ii) for the validity or insufficiency of any
instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit
or the rights or benefits thereunder or proceeds thereof, in whole or in



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part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the
beneficiary of any such Letter of Credit to comply fully with conditions required in order to draw
upon such Letter of Credit, other than as a result of the bad faith, gross negligence or willful
misconduct of the Fronting Bank; (iv) for errors, omissions, interruptions or delays in
transmission or delivery of any message, by mail, cable, telegraph, facsimile transmission, or
otherwise; (v) for errors in interpretation of any technical terms; (vi) for any loss or delay in
the transmission or otherwise of any documents required in order to make a drawing under any such
Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of any
such Letter of Credit of the proceeds of such Letter of Credit; and (viii) for any consequence
arising from causes beyond the control of the Fronting Bank, including any Government Acts, in each
case other than to the extent of the bad faith, gross negligence or willful misconduct of the
Fronting Bank. None of the above shall affect, impair or prevent the vesting of the Fronting
Bank’s rights and powers hereunder. In furtherance and extension and not in limitation of the
specific provisions hereinabove set forth, any action taken or omitted by the Fronting Bank under
or in connection with the Letters of Credit issued by it or the related certificates, if taken or
omitted in good faith, shall not put the Fronting Bank under any resulting liability to any
Borrower; provided that, notwithstanding anything in the foregoing to the contrary, the Fronting
Bank will be liable to the Borrower for whose account a Letter of Credit was issued for any damages
suffered by such Borrower or its Subsidiaries as a result of the Fronting Bank’s grossly negligent
or willful failure to pay under such Letter of Credit after the presentation to it of a sight draft
and certificates strictly in compliance with the terms and conditions of such Letter of Credit.




          (i) If the Fronting Bank or the Administrative Agent is required at any time, pursuant to
any bankruptcy, insolvency, liquidation or reorganization law or otherwise, to return to a Borrower
any reimbursement by such Borrower of any drawing under any Letter of Credit, each Bank shall pay
to the Fronting Bank or the Administrative Agent, as the case may be, its pro rata share of such
payment, but without interest thereon unless the Fronting Bank or the Administrative Agent is
required to pay interest on such amounts to the person recovering such payment, in which case with
interest thereon, computed at the same rate, and on the same basis, as the interest that the
Fronting Bank or the Administrative Agent is required to pay.



          (j) It is hereby acknowledged and agreed by the Borrower, the Administrative Agent and all
of the Banks party hereto that on the Closing Date, the Letters of Credit previously issued by
SMBC, as “Fronting Bank” under the Existing Revolving Credit Agreement, and more particularly set
forth on Schedule 2.18 hereto, shall be transferred to this Agreement and shall be deemed to be
Letters of Credit hereunder.



          SECTION 2.19. Letter of Credit Usage Absolute. The obligations of each Borrower under this
Agreement in respect of any Letter of Credit issued for the



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account of such Borrower shall be unconditional and irrevocable, and shall be paid strictly in
accordance with the terms of this Agreement (as the same may be amended from time to time) and any
Letter of Credit Documents (as hereinafter defined) under all circumstances, including, without
limitation, to the extent permitted by law, the following circumstances:




          (a) any lack of validity or enforceability of any Letter of Credit or any other agreement
or instrument relating thereto (collectively, the “Letter of Credit Documents”) or any Loan
Document;



          (b) any change in the time, manner or place of payment of, or in any other term of, all or
any of the obligations of any Borrower in respect of any other Letters of Credit issued for the
account of such Borrower or any other Borrower or any other amendment or waiver of or any consent
by any Borrower to depart from all or any of the Letter of Credit Documents or any Loan Document;
provided, that the Fronting Bank shall not consent to any such change or amendment unless
previously consented to in writing by the Borrower for whose account the Letter of Credit was
issued;



          (c) any exchange, release or non-perfection of any collateral, or any release or amendment
or waiver of or consent to departure from any guaranty, for all or any of the obligations of any
Borrower in respect of any Letters of Credit issued for the account of such Borrower;



          (d) the existence of any claim, set-off, defense or other right that such Borrower may
have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons
for whom any such beneficiary or any such transferee may be acting), the Administrative Agent, the
Fronting Bank or any Bank (other than a defense based on the bad faith, gross negligence or willful
misconduct of the Administrative Agent, the Fronting Bank or such Bank) or any other Person,
whether in connection with the Loan Documents, the transactions contemplated hereby or by the
Letters of Credit Documents or any unrelated transaction;



          (e) any draft or any other document presented under or in connection with any Letter of
Credit or other Loan Document proving to be forged, fraudulent, invalid or insufficient in any
respect or any statement therein being untrue or inaccurate in any respect; provided, that
payment by the Fronting Bank under such Letter of Credit against presentation of such draft or
document shall not have been the result of the bad faith, gross negligence or willful misconduct of
the Fronting Bank;



          (f) payment by the Fronting Bank against presentation of a draft or certificate that does
not strictly comply with the terms of the Letter of Credit; provided, that such payment
shall not have been the result of the bad faith, gross negligence or willful misconduct of the
Fronting Bank; and



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          (g) any other circumstance or happening whatsoever other than the payment in full of all
obligations hereunder in respect of any Letter of Credit or any agreement or instrument relating to
any Letter of Credit, whether or not similar to any of the foregoing, that might otherwise
constitute a defense available to, or a discharge of, the applicable Borrower; provided,
that such other circumstance or happening shall not have been the result of bad faith, gross
negligence or willful misconduct of the Fronting Bank.



          SECTION 2.20. Letters of Credit Maturing after the Maturity Date.



          (a) Notwithstanding anything contained herein to the contrary, if any Letters of Credit,
by their terms, shall mature after the Maturity Date (as the same may be extended), then, on and
after the Maturity Date, the provisions of this Agreement shall remain in full force and effect
with respect to such Letters of Credit, and the Borrower shall comply with the provisions of
Section 2.20(b). No Letter of Credit shall mature on a date that is more than twelve (12) months
after the Maturity Date then in effect.



          (b) If, at any time and from time to time, any Letter of Credit shall have been issued
hereunder and the same shall expire on a date after the Maturity Date, then, on the Maturity Date,
the Borrower shall pay to the Administrative Agent, on behalf of the Banks, in same day funds at
the Administrative Agent’s office designated in such demand, for deposit in the Letter of Credit
Collateral Account, Letter of Credit Collateral in an amount equal to the Letter of Credit Usage
under the Letters of Credit. Interest shall accrue on the Letter of Credit Collateral Account in
accordance with the provisions of Section 6.7.



          SECTION 2.21. Addition of Qualified Borrowers; Release of Qualified Borrowers.



          (a) If after the Closing Date, AMB LP desires to cause another Subsidiary which otherwise
satisfies the definition of a Qualified Borrower hereunder to become a Qualified Borrower
hereunder, then AMB LP shall so notify the Administrative Agent and, upon satisfaction of the
following conditions, such Subsidiary shall become a Qualified Borrower under this Agreement: (i)
such Subsidiary shall duly execute and deliver to the Administrative Agent applicable Qualified
Borrower Joinder Documents and (ii) such Subsidiary shall satisfy all of the conditions with
respect thereto set forth in the Qualified Borrower Joinder Agreement. The Administrative Agent
shall promptly notify each Bank upon a Subsidiary’s addition as a Qualified Borrower hereunder.
Each such Qualified Borrower shall remain a Qualified Borrower hereunder until released as provided
in Section 2.21(b) below.



          (b) At such time as any Qualified Borrower pays in full any Loans made to it and no Loan
is outstanding to such Qualified Borrower hereunder, AMB LP



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promptly shall deliver written notice thereof to the Administrative Agent that such Qualified
Borrower shall no longer be a Qualified Borrower hereunder, together with the form attached hereto
as Exhibit L (the “Qualified Borrower Removal Notice/Form”) completed with respect to such
Qualified Borrower, and such Qualified Borrower shall be released as a Qualified Borrower under the
Loan Documents, the Security Documents, if any, of such Qualified Borrower shall be released and
the Notes executed and delivered by such Qualified Borrower shall be returned to such Qualified
Borrower, provided that simultaneously with such release and return, the Guarantors shall deliver a
Ratification. The Administrative Agent shall promptly notify each Bank, deliver to each Bank a
copy of the completed Qualified Borrower Removal Notice/Form upon a Subsidiary’s release and
removal as a Qualified Borrower hereunder, and each Bank shall return to the Qualified Borrower
each Note made by such Qualified Borrower and held by such Bank.




ARTICLE III



CONDITIONS



          SECTION 3.1. Closing. The closing hereunder shall occur on the date when each of the following
conditions is satisfied (or waived in writing by the Administrative Agent and the Banks), each
document to be dated the Closing Date unless otherwise indicated:



          (a) each Borrower shall have executed and delivered to the Administrative Agent the Note
or Notes for the account of each Bank, dated on or before the Closing Date, in accordance with the
provisions of Section 2.6;



          (b) the Initial Borrower and the Administrative Agent and each of the Banks shall have
executed and delivered to each Borrower and the Administrative Agent a duly executed original of
this Agreement;



          (c) each Qualified Borrower and the Guarantors shall have executed and delivered to each
Credit Party and the Administrative Agent a duly executed original of a Qualified Borrower Joinder
Agreement;



          (d) Guarantors shall have executed and delivered to the Administrative Agent a duly
executed original of the Guaranty;



          (e) each Bank shall have executed and delivered to the Administrative Agent twenty (20)
originally executed Consents in the form of Exhibit F;



          (f) the Administrative Agent shall have received an opinion of DLA Piper LLP (US) and Ito
& Mitomi, as counsel for the Credit Parties, in each case, acceptable to the Administrative Agent,
the Banks and their counsel;



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          (g) the Administrative Agent shall have received all documents the Administrative Agent
may reasonably request relating to the existence of the Credit Parties, the authority for and the
validity of this Agreement and the other Loan Documents, the incumbency of officers executing this
Agreement and the other Loan Documents and any other matters relevant hereto, all in form and
substance satisfactory to the Administrative Agent. Such documentation shall include, without
limitation, the following, each as amended, modified or supplemented to the Closing Date, certified
to be true, correct and complete by a senior officer of the applicable Person as of a date not more
than ten (10) days prior to the Closing Date: (i) the operating agreement, partnership agreement,
articles of incorporation or other constituent document, as applicable, of each Borrower, (ii) the
certificate of formation of each Borrower, (iii) a certificate of existence from the Secretary of
State (or the equivalent thereof) of the state of formation of each Borrower, as applicable (iv)
for any Borrower that is a TMK, a director’s certificate attaching the following items: articles of
incorporation (Teikan), commercial register (rireki jikou zenbu shoumeisho), certificate of seal
(inkan shoumeisho), notification of commencement of business of TMK (gyoumu kaishi todokede), Asset
Liquidation Plan (shisan ryuudouka keikaku), certificate of registration issued by the Kanto Local
Finance Bureau, register of common shareholders, register of preferred shareholders, authorizing
resolutions and copy of a driver license, passport or such other document relating to
identification of the director, (v) for any Borrower that is a YK or GK, representative director’s
(or the executive officer’s as applicable) certificate attaching the following items: authorizing
resolutions, articles of incorporation (teikan), commercial register (rireki jikou zenbu
shoumeisho), certificate of seal (inkan shoumeisho), list of shareholders (or unitholders as
applicable), and copy of a driver license, passport or such other document relating to
identification of the director together with, if applicable, evidence of Article 40, YK Law
compliance (or other evidence satisfactory to Administrative Agent that such YK was formed more
than 2 years prior to the date such YK acquired the relevant Property), (vi) with respect to any
other Person that is not a TMK, a YK or a GK that is intended to become a Qualified Borrower, such
documents as reasonably required by, and in form reasonably satisfactory to, the Administrative
Agent, (vii) the agreement of limited partnership of AMB LP, (viii) the certificate of limited
partnership of AMB LP (ix) a certificate of existence for AMB LP from the Secretary of State (or
the equivalent thereof) of Delaware to be dated not more than thirty (30) days prior to the Closing
Date, (x) the articles of incorporation and by laws of AMB Corporation, (xi) a good standing
certificate for AMB Corporation from the Secretary of State (or the equivalent thereof) of Maryland
to be dated not more than thirty (30) days prior to the Closing Date;



          (h) each Credit Party as of the Closing Date shall have executed a solvency certificate
acceptable to the Administrative Agent;



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          (i) the Administrative Agent shall have received all certificates, agreements and other
documents and papers referred to in this Section 3.1 and the Notice of Borrowing referred to in
Section 3.2, if applicable, unless otherwise specified, in sufficient counterparts, satisfactory in
form and substance to the Administrative Agent in its sole discretion;



          (j) to the extent a Credit Party is a party to such agreement, such Credit Party shall
have taken all actions required to authorize the execution and delivery of this Agreement, the
Guaranty, the Qualified Borrower Joinder Agreement and the other Loan Documents and the performance
thereof;



          (k) the Banks shall be satisfied that no Credit Party nor any Consolidated Subsidiary is
subject to any present or contingent environmental liability which could have a Material Adverse
Effect and AMB Corporation shall have delivered a certificate so stating;



          (l) the Administrative Agent shall have received, for its and any other Bank’s account,
all fees due and payable pursuant to Section 2.9 hereof on or before the Closing Date, and the
reasonable fees and expenses accrued through the Closing Date of Skadden, Arps, Slate, Meagher &
Flom LLP, if required by such firm and if such firm has delivered an invoice in reasonable detail
of such fees and expenses in sufficient time for each Borrower to approve and process the same,
shall have been paid to Skadden, Arps, Slate, Meagher & Flom LLP;



          (m) each Credit Party shall have delivered copies of all consents, licenses and approvals,
if any, required in connection with the execution, delivery and performance by such Credit Party of
the Loan Documents to which such Credit Party is a party and the validity and enforceability of the
Loan Documents, or in connection with any of the transactions contemplated thereby, and such
consents, licenses and approvals shall be in full force and effect;



          (n) no Default or Event of Default shall have occurred; and



          (o) the Guarantors shall have delivered a certificate in form acceptable to Administrative
Agent showing compliance with the requirements of Section 5.8 as of the Closing Date.



          SECTION 3.2. Borrowings. The obligation of any Bank to make a Loan or to participate in any Letter
of Credit issued by the Fronting Bank and the obligation of the Fronting Bank to issue a Letter of
Credit on the occasion of any Borrowing is subject to the satisfaction of the following conditions:



          (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section
2.2, or a request to cause a Fronting Bank to issue a Letter of Credit pursuant to Section 2.18;



63









 





          (b) receipt by the Administrative Agent of a Note by the applicable Borrower for the
account of each Bank, if not previously delivered, satisfying the requirements of Section 2.6;



          (c) in the event that any Borrower exercised the Secured Option, on or before the date
that is five (5) Business Days prior to such Borrowing, such Borrower shall deliver to the
Administrative Agent the following:



               (i) an executed applicable Security Document in recordable form or bearing an officially
confirmed date (hakutei hizuke), if applicable;



               (ii) if the Secured Option selected is a Mortgage, certificates of insurance with respect
to the Real Estate Property being acquired with such Borrowing (the “Secured Property”) naming
Administrative Agent and each of the Banks as additional insured and demonstrating the coverages
required by this Agreement and the applicable Security Documents;



               (iii) opinion of counsel of such Borrower’s Japan counsel with respect to the Security
Documents;



               (iv) with respect to a Mortgage, the corresponding Mortgage Perfection Documents;



               (v) with respect to a Share Pledge involving a pledge of preferred TMK shares, the
original share certificates and certified copies of share registers and resolutions required under
Section 4 of the form of the Share Pledge;



               (vi) with respect to a TBI Pledge, the original trust beneficial interest certificate and
the other documents required under the form of Pledge of Beneficiary Interest under Trust attached
hereto as Exhibit D;



               (vii) if the Secured Option selected is a Mortgage, a copy of the real property register
(fudosan tokibo tohon) or certificate of registered matters (zenbu jiko shomeisho) for each Secured
Property dated no earlier than ten (10) days prior to the date of the relevant Borrowing, showing
the applicable Borrower as the owner of the Secured Property;



               (viii) an amount equal to any recording fees, stamp taxes, documentary taxes or similar
fees required to be paid in connection with the recording of the Security Documents (excluding any
future costs to be incurred with the permanent registration of any Mortgage, the cost of which is
to be paid directly by the Borrower); and



               (ix) all other documents, filings, affidavits, and deliveries normally and customarily
delivered in connection with such a secured transaction, as



64









 





requested by Administrative Agent in
its reasonable opinion and within a reasonable period of time prior to such Borrowing.



          (d) immediately after such Borrowing, the aggregate outstanding principal amount of the
Loans plus the Letter of Credit Usage will not exceed the aggregate amount of the Commitments;



          (e) immediately before and after such Borrowing or issuance of any Letter of Credit, no
Guarantor Default or Guarantor Event of Default shall have occurred and be continuing and no
Borrower Default or Borrower Event of Default with respect to such Borrower shall have occurred and
be continuing, both before and after giving effect to the making of such Loans or the issuance of
such Letter of Credit;



          (f) the representations and warranties of each of the Guarantors and such Borrower
contained in this Agreement and the other Loan Documents (other than representations and warranties
which expressly speak as of a different date) shall be true and correct in all material respects on
and as of the date of such Borrowing both before and after giving effect to the making of such
Loans;



          (g) no law or regulation shall have been adopted, no order, judgment or decree of any
governmental authority shall have been issued, and no litigation shall be pending, which does or
seeks to enjoin, prohibit or restrain, the making or repayment of the Loans or the consummation of
the transactions contemplated by this Agreement; and



          (h) no event, act or condition shall have occurred after the Closing Date which, in the
reasonable judgment of the Administrative Agent or the Majority Banks, as the case may be, has had
or is likely to have a Material Adverse Effect.


Each Borrowing hereunder or issuance of a Letter of Credit hereunder shall be deemed to be a
representation and warranty by each of the Guarantors and the Borrower receiving such Loan or for
whose account such Letter of Credit is being issued on the date of such Borrowing as to the facts
specified in clauses (c), (d), (e), (f), (g) and (h) (to the extent that such Borrower is or should
have been aware of any Material Adverse Effect) of this Section, except as otherwise disclosed in
writing by any Guarantor or such Borrower to the Banks. Notwithstanding anything to the contrary,
no Borrowing shall be permitted if such Borrowing would cause any Credit Party to fail to be in
compliance with any of the covenants contained in this Agreement or in any of the other Loan
Documents.








65









 








ARTICLE IV



REPRESENTATIONS AND WARRANTIES



          SECTION 4.1. Representations and Warranties by the Guarantors. In order to induce the
Administrative Agent and each of the other Banks which is or may become a party to this Agreement
to make the Loans, each of AMB LP and AMB Corporation, as applicable, make the following
representations and warranties as of the Closing Date. Such representations and warranties shall
survive the effectiveness of this Agreement, the execution and delivery of the other Loan Documents
and the making of the Loans.



          (a) Existence and Power.



               (i) AMB LP is a limited partnership, duly formed and validly existing as a limited
partnership under the laws of the State of Delaware and has all powers and all material
governmental licenses, authorizations, consents and approvals required to own its property and
assets and carry on its business as now conducted or as it presently proposes to conduct and has
been duly qualified and is in good standing in every jurisdiction in which the failure to be so
qualified and/or in good standing is likely to have a Material Adverse Effect.



               (ii) AMB Corporation is a corporation, duly formed, validly existing and in good standing
under the laws of the State of Maryland and has all powers and all material governmental licenses,
authorizations, consents and approvals required to own its property and assets and carry on its
business as now conducted or as it presently proposes to conduct and has been duly qualified and is
in good standing in every jurisdiction in which the failure to be so qualified and/or in good
standing is likely to have a Material Adverse Effect.



          (b) Power and Authority.



               (i) Each Guarantor has duly executed and delivered each Loan Document to which it is a
party in accordance with the terms of this Agreement, and each such Loan Document constitutes, or
will constitute, the legal, valid and binding obligation of such Guarantor, enforceable in
accordance with its terms, except as enforceability may be limited by applicable insolvency,
bankruptcy or other laws affecting creditors rights generally, or general principles of equity,
whether such enforceability is considered in a proceeding in equity or at law.



               (ii) Each Guarantor has the power and authority to execute, deliver and carry out the
terms and provisions of each of the Loan Documents to which it is a party and has taken all
necessary action to authorize the execution, delivery and performance of such Loan Documents.



66









 





          (c) No Violation. Neither the execution, delivery or performance by any Guarantor
of the Loan Documents to which it is a party, nor compliance by such Guarantor with the terms and
provisions thereof nor the consummation of the transactions contemplated by such Loan Documents,
(i) will materially contravene any applicable provision of any law, statute, rule, regulation,
order, writ, injunction or decree of any court or governmental instrumentality, (ii) will
materially conflict with or result in any breach of, any of the terms, covenants, conditions or
provisions of, or constitute a default under, or result in the creation or imposition of (or the
obligation to create or impose) any Lien upon any of the property or assets of such Guarantor or
any of its Consolidated Subsidiaries pursuant to the terms of any indenture, mortgage, deed of
trust, or other agreement or other instrument to which such Guarantor (or of any partnership of
which such Guarantor is a partner) or any of its Consolidated Subsidiaries is a party or by which
any of its property or assets is bound or to which it is subject (except for such breaches and
defaults under loan agreements which the lenders thereunder have agreed to forbear pursuant to
valid forbearance agreements), or (iii) will cause a material default by such Guarantor under any
organizational document of Guarantor or any other Person in which such Guarantor has an interest,
the consequences of which conflict, breach or default would have a Material Adverse Effect, or
result in or require the creation or imposition of any Lien whatsoever upon any Property (except as
contemplated herein).



          (d) Financial Information.



               (i) The consolidated balance sheet of AMB LP and its Consolidated Subsidiaries as of
December 31, 2009, and the related consolidated statements of operations and cash flows of AMB
Corporation for the fiscal year then ended, reported on by PriceWaterhouseCoopers fairly present,
in conformity with GAAP, the consolidated financial position of each of the Guarantors and their
Consolidated Subsidiaries as of such date and the consolidated results of operations and cash flows
for such fiscal quarter.



               (ii) Since September 30, 2010, (i) except as may have been disclosed in writing to the
Banks, nothing has occurred having a Material Adverse Effect, and (ii) except as set forth on
Schedule 4.4(b), no Credit Party has incurred any material indebtedness or guaranty on or
before the Closing Date.



          (e) Litigation. Except as previously disclosed by the Guarantors in writing to
the Banks, there is no action, suit or proceeding pending against or, to the knowledge of the
Guarantors, threatened against or affecting, (i) any Credit Party or any of their respective
Consolidated Subsidiaries, (ii) the Loan Documents or any of the transactions contemplated by the
Loan Documents or (iii) any of their assets, before any court or arbitrator or any governmental
body, agency or official in which there is a reasonable possibility of an adverse decision which
could, individually, or in the aggregate have a Material Adverse Effect or which in any manner
draws into



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question the validity of this Agreement or the other Loan Documents. As of the Closing Date, no
such action, suit or proceeding exists.




          (f) Intentionally Deleted.



          (g) Environmental. AMB LP conducts reviews of the effect of Environmental Laws on
the business, operations and properties of AMB LP and its Consolidated Subsidiaries when necessary
in the course of which it identifies and evaluates associated liabilities and costs (including,
without limitation, any capital or operating expenditures required for clean-up or closure of
properties presently owned, any capital or operating expenditures required to achieve or maintain
compliance with environmental protection standards imposed by law or as a condition of any license,
permit or contract, any related constraints on operating activities, and any actual or potential
liabilities to third parties, including, without limitation, employees, and any related costs and
expenses). On the basis of this review, AMB LP has reasonably concluded that such associated
liabilities and costs, including, without limitation, the costs of compliance with Environmental
Laws, are unlikely to have a Material Adverse Effect.



          (h) Taxes. Each Credit Party and their respective Consolidated Subsidiaries have
filed all United States Federal and Japanese national and local income tax returns and all other
material tax returns which are required to be filed by them and have paid all taxes due pursuant to
such returns or pursuant to any assessment received by any Credit Parties or any of their
respective Consolidated Subsidiaries, except such taxes, if any, as are reserved against in
accordance with GAAP, such taxes as are being contested in good faith by appropriate proceedings or
such taxes, the failure to make payment of which when due and payable will not have, in the
aggregate, a Material Adverse Effect. The charges, accruals and reserves on the books of the
Credit Parties and their respective Consolidated Subsidiaries in respect of taxes or other
governmental charges are, in the opinion of AMB LP, adequate.



          (i) Full Disclosure. All information heretofore furnished by the Credit Parties
to the Administrative Agent or any Bank for purposes of or in connection with this Agreement or any
transaction contemplated hereby is true and accurate in all material respects on the date as of
which such information is stated or certified. The Guarantors have disclosed to the Administrative
Agent, in writing, any and all facts which have or may have (to the extent the Guarantors can now
reasonably foresee) a Material Adverse Effect.



          (j) Solvency. On the Closing Date and after giving effect to the transactions
contemplated by the Loan Documents occurring on the Closing Date and after each Loan, each Credit
Party will be Solvent.



          (k) Use of Proceeds. All proceeds of the Loans will be used by each Borrower only
in accordance with the provisions of Section 2.17. Neither the



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making of any Loan nor the use of the proceeds thereof will violate or be inconsistent with the
provisions of regulations T, U, or X of the Federal Reserve Board.




          (l) Governmental Approvals. No order, consent, approval, license, authorization,
or validation of, or filing, recording or registration with, or exemption by, any governmental or
public body or authority, or any subdivision thereof, is required to authorize, or is required in
connection with the execution, delivery and performance of any Loan Document or the consummation of
any of the transactions contemplated thereby other than those that have already been duly made or
obtained and remain in full force and effect or those which, if not made or obtained, would not
have a Material Adverse Effect;



          (m) Investment Company Act; Public Utility Holding Company Act. No Credit Party
and no Consolidated Subsidiary (other than AMB Capital Partners, LLC) is (x) an “investment
company” or a company “controlled” by an “investment company”, within the meaning of the Investment
Company Act of 1940, as amended, or (y) subject to any other federal or state law or regulation
which purports to restrict or regulate its ability to borrow money.



          (n) Principal Offices. As of the Closing Date, the principal office, chief
executive office and principal place of business of each of the Guarantors is Pier 1, Bay 1, San
Francisco, California 94111.



          (o) REIT Status. AMB Corporation is qualified and AMB Corporation intends to
continue to qualify as a real estate investment trust under the Code.



          (p) Patents, Trademarks, etc. The Credit Parties have obtained and hold in full
force and effect all patents, trademarks, servicemarks, trade names, copyrights and other such
rights, free from burdensome restrictions, which are necessary for the operation of its business as
presently conducted, the impairment of which is likely to have a Material Adverse Effect.



          (q) Judgments. As of the Closing Date, there are no final, non-appealable
judgments or decrees in an aggregate amount of Thirty-Five Million Dollars (US$35,000,000) (or its
equivalent in alternate currency) or more entered by a court or courts of competent jurisdiction
against any of the Credit Parties or, to the extent such judgment would be recourse to any Credit
Party, any of their respective Consolidated Subsidiaries (other than judgments as to which, and
only to the extent, a reputable insurance company has acknowledged coverage of such claim in
writing or which have been paid or stayed).



          (r) No Default. No Event of Default or, to the best of AMB LP’s knowledge,
Default exists under or with respect to any Loan Document, and no Credit Party is in default in any
material respect beyond any applicable grace period under or



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with respect to any other material agreement, instrument or undertaking to which it is a party or
by which it or any of its property is bound in any respect, the existence of which default is
likely to result in a Material Adverse Effect.




          (s) Licenses, etc. Each Credit Party has obtained and does hold in full force and
effect, all franchises, licenses, permits, certificates, authorizations, qualifications,
accreditation, easements, rights of way and other consents and approvals which are necessary for
the operation of its businesses as presently conducted, the absence of which is likely to have a
Material Adverse Effect.



          (t) Compliance With Law. To AMB LP’s knowledge, each Credit Party and each of
their respective Real Property Assets are in compliance with all laws, rules, regulations, orders,
judgments, writs and decrees, including, without limitation, all building and zoning ordinances and
codes, the failure to comply with which is likely to have a Material Adverse Effect.



          (u) No Burdensome Restrictions. Except as may have been disclosed by AMB LP in
writing to the Banks, no Credit Party is a party to any agreement or instrument or subject to any
other obligation or any charter or corporate or partnership restriction, as the case may be, which,
individually or in the aggregate, is likely to have a Material Adverse Effect.



          (v) Brokers’ Fees. No Credit Party has dealt with any broker or finder with
respect to the transactions contemplated by this Agreement or otherwise in connection with this
Agreement, and no Credit Party has done any act, had any negotiations or conversation, or made any
agreements or promises which will in any way create or give rise to any obligation or liability for
the payment by any such party of any brokerage fee, charge, commission or other compensation to any
party with respect to the transactions contemplated by the Loan Documents, other than the fees
payable to the Administrative Agent and the Banks, and certain other Persons as previously
disclosed in writing to the Administrative Agent.



          (w) Intentionally Deleted.



          (x) Insurance. AMB LP currently maintains insurance at 100% replacement cost
insurance coverage (subject to customary deductibles) in respect of each of its Real Property
Assets, as well as commercial general liability insurance (including, without limitation,
“builders’ risk” where applicable) against claims for personal, and bodily injury and/or death, to
one or more persons, or property damage, as well as workers’ compensation insurance, in each case
with respect to liability and casualty insurance with insurers having an A.M. Best policyholders’
rating of not less than A-VII in amounts that prudent owners of assets such as AMB LP’s directly or
indirectly owned Real Property Assets would maintain.



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          (y) Documents. The documents delivered pursuant to Section 3.1(g) constitute, as
of the Closing Date, all of the organizational documents (together with all amendments and
modifications thereof) of each Credit Party as of the Closing Date. AMB Corporation is the general
partner of AMB LP. Attached hereto as Exhibit I is a true, correct and complete (up to the
tiers shown) organizational and transaction structure chart for the Initial Borrower and the
Qualified Borrowers as of the Closing Date.



          (z) Unencumbered Properties. As of [September 30, 2010], each Property listed on
Schedule 1.1(b) as an Unencumbered Property (i) is wholly-owned or ground leased (directly
or beneficially) by AMB LP, a Financing Partnership or a Joint Venture Subsidiary, (ii) is not
subject (nor are any equity interests in such Property that are owned directly or indirectly by the
Guarantors or any Joint Venture Parent subject) to a Lien which secures Indebtedness of any Person,
other than Permitted Liens, and (iii) is not subject (nor are any equity interests in such Property
that are owned directly or indirectly by the Guarantors or Joint Venture Parent subject) to any
Negative Pledge. All of the information set forth on Schedule 1.1(b) is true and correct
in all material respects.



          SECTION 4.2. Representations and Warranties by the Initial Borrower. In order to induce the
Administrative Agent and each of the other Banks which is or may become a party to this Agreement
to make the Loans, the Initial Borrower makes the following representations and warranties as of
the Closing Date. Such representations and warranties shall survive the effectiveness of this
Agreement, the execution and delivery of the other Loan Documents and the making of the Loans.



          (a) Existence and Power. The Initial Borrower is a tokurei yugen kaisha duly
formed under the laws of Japan. The Initial Borrower has all powers and all material governmental
licenses, authorizations, consents and approvals required to own its property and assets and carry
on its business as now conducted or as it presently proposes to conduct and has been duly qualified
and is in good standing in every jurisdiction in which the failure to be so qualified and/or in
good standing is likely to have a Material Adverse Effect.



          (b) Power and Authority.



               (i) The Initial Borrower has the requisite power and authority to execute, deliver and
carry out the terms and provisions of each of the Loan Documents to which it is a party and has
taken all necessary action, if any, to authorize the execution and delivery on behalf of the
Initial Borrower and the performance by the Initial Borrower of the Loan Documents to which it is a
party.



               (ii) The Initial Borrower has duly executed and delivered each Loan Document to which it
is a party in accordance with the terms of this Agreement, and each such Loan Document constitutes,
or will constitute, the legal,



71









 




valid and binding obligation of the Initial Borrower, enforceable in accordance with its terms,
except as enforceability may be limited by applicable insolvency, bankruptcy or other laws
affecting creditors rights generally, or general principles of equity, whether such enforceability
is considered in a proceeding in equity or at law.




          (c) No Violation. Neither the execution, delivery or performance by or on behalf
of the Initial Borrower of the Loan Documents to which it is a party, nor compliance by the Initial
Borrower with the terms and provisions thereof nor the consummation of the transactions
contemplated by such Loan Documents, (i) will materially contravene any applicable provision of any
law, statute, rule, regulation, order, writ, injunction or decree of any court or governmental
instrumentality, (ii) will materially conflict with or result in any breach of, any of the terms,
covenants, conditions or provisions of, or constitute a default under, or result in the creation or
imposition of (or the obligation to create or impose) any Lien upon any of the property or assets
of the Initial Borrower pursuant to the terms of any indenture, mortgage, deed of trust, or other
agreement or other instrument to which the Initial Borrower (or of any partnership of which the
Initial Borrower is a partner) is a party or by which it or any of its property or assets is bound
or to which it is subject (except for such breaches and defaults under loan agreements which the
lenders thereunder have agreed to forbear pursuant to valid forbearance agreements), or (iii) will
cause a material default by the Initial Borrower under any organizational document of any Person in
which the Initial Borrower has an interest, or cause a material default under the Initial
Borrower’s organizational documents, the consequences of which conflict, breach or default would
have a Material Adverse Effect, or result in or require the creation or imposition of any Lien
whatsoever upon any Property (except as contemplated herein).



          (d) Litigation. Except as previously disclosed by the Guarantors in writing to
the Banks, there is no action, suit or proceeding pending against or, to the knowledge of the
Initial Borrower, threatened against or affecting, (i) the Initial Borrower, (ii) the Loan
Documents or any of the transactions contemplated by the Loan Documents or (iii) any of their
assets, before any court or arbitrator or any governmental body, agency or official in which there
is a reasonable possibility of an adverse decision which could, individually, or in the aggregate
have a Material Adverse Effect or which in any manner draws into question the validity of this
Agreement or the other Loan Documents. As of the Closing Date, no such action, suit or proceeding
exists.



          (e) Organizational Documents. The Initial Borrower represents that it has
delivered to the Administrative Agent true, correct and complete copies of its organizational
documents. Attached hereto as Exhibit I is a true, correct and complete (up to the tiers
shown) organizational and transaction structure chart for the Initial Borrower as of the Closing
Date.



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ARTICLE V



AFFIRMATIVE AND NEGATIVE COVENANTS



          AMB LP covenants and agrees that, so long as any Bank has any Commitment hereunder or any
Obligations remain unpaid:



          SECTION 5.1. Information. AMB LP will deliver, or cause to be delivered, to each of the Banks:



          (a) as soon as available and in any event within five (5) Business Days after the same is
filed with the Securities and Exchange Commission (but in no event later than 95 days after the end
of each Fiscal Year of AMB LP) a consolidated balance sheet of the Guarantors and their
Consolidated Subsidiaries as of the end of such Fiscal Year and the related consolidated statements
of Guarantors’ operations and consolidated statements of Guarantors’ cash flow for such Fiscal
Year, setting forth in each case in comparative form the figures for the previous Fiscal Year (if
available), all reported in a manner acceptable to the Securities and Exchange Commission on
Guarantors’ Form 10K and reported on by PriceWaterhouseCoopers or other independent public
accountants of nationally recognized standing;



          (b) as soon as available and in any event within five (5) Business Days after the same is
filed with the Securities and Exchange Commission (but in no event later than 50 days after the end
of each of the first three quarters of each Fiscal Year of the Guarantors), (i) a consolidated
balance sheet of the Guarantors and their Consolidated Subsidiaries as of the end of such quarter
and the related consolidated statements of Guarantors’ operations and consolidated statements of
Guarantors’ cash flow for such quarter and for the portion of the Guarantors’ Fiscal Year ended at
the end of such quarter, all reported in the form provided to the Securities and Exchange
Commission on Guarantors’ Form 10Q, and (ii) such other information reasonably requested by the
Administrative Agent or any Bank;



          (c) simultaneously with the delivery of each set of financial statements referred to in
clauses (a) and (b) above, a certificate of the chief financial officer of AMB LP (i) setting forth
in reasonable detail (including, without limitation, reconciliation to GAAP) the calculations
required to establish whether AMB LP was in compliance with the requirements of Section 5.8 on the
date of such financial statements; (ii) certifying (x) that such financial statements fairly
present in all material respects the financial condition and the results of operations of AMB LP on
the dates and for the periods indicated, on the basis of GAAP, with respect to AMB LP subject, in
the case of interim financial statements, to normally recurring year-end adjustments, and (y) that
such officer has reviewed the terms of the Loan Documents and has made, or caused to be made under
his or her supervision, a review in reasonable detail of the business and condition of AMB LP
during the period beginning on the date through which the last such review was made pursuant to
this



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Section 5.1(c) (or, in the case of the first certification pursuant to this Section 5.1(c), the
Closing Date) and ending on a date not more than ten (10) Business Days prior to, but excluding,
the date of such delivery and that (1) on the basis of such financial statements and such review of
the Loan Documents, no Event of Default existed under Section 6.1(b) with respect to Sections 5.8
or 5.9 at or as of the date of said financial statements, and (2) on the basis of such review of
the Loan Documents and the business and condition of AMB LP, to the best knowledge of such officer,
as of the last day of the period covered by such certificate no Default or Event of Default under
any other provision of Section 6.1 or Section 6.3 occurred and is continuing or, if any such
Default or Event of Default has occurred and is continuing, specifying the nature and extent
thereof and, the action AMB LP proposes to take in respect thereof. Such certificate shall set
forth the calculations required to establish the matters described in clauses (1) and (2) above;




          (d) (i) within five (5) Business Days after any officer of AMB LP obtains knowledge of any
Default, if such Default is then continuing, a certificate of the chief financial officer, or other
executive officer of AMB LP setting forth the details thereof and the action which AMB LP is taking
or proposes to take with respect thereto; and (ii) promptly and in any event within five (5)
Business Days after AMB LP obtains knowledge thereof, notice of (x) any litigation or governmental
proceeding pending or threatened against AMB LP or its direct or indirect Real Property Assets as
to which there is a reasonable possibility of an adverse determination and which, if adversely
determined, is likely to individually or in the aggregate, result in a Material Adverse Effect, and
(y) any other event, act or condition which is likely to result in a Material Adverse Effect;



          (e) promptly upon the mailing thereof to the shareholders of AMB Corporation generally,
copies of all proxy statements so mailed;



          (f) promptly upon the filing thereof and to the extent that the same is not publicly
available, copies of all reports on Forms 10-K and 10-Q (or their equivalents) (other than the
exhibits thereto, which exhibits will be provided upon request therefor by any Bank) which AMB
Corporation shall have filed with the Securities and Exchange Commission;



          (g) promptly and in any event within thirty (30) days, if and when any member of the ERISA
Group (i) gives or is required to give notice to the PBGC of any “reportable event” (as defined in
Section 4043 of ERISA) with respect to any Plan which might constitute grounds for a termination of
such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is
required to give notice of any such reportable event, a copy of the notice of such reportable event
given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal
liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is
insolvent or has been terminated, a copy of such notice; (iii)



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receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability
(other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to
administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding
standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to
terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information
filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of
ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or
Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or
Benefit Arrangement which has resulted or could result in the imposition of a Lien or the posting
of a bond or other security, and in the case of clauses (i) through (vii) above, which event could
result in a Material Adverse Effect, a certificate of the chief financial officer or the chief
accounting officer of AMB LP setting forth details as to such occurrence and action, if any, which
AMB LP or applicable member of the ERISA Group is required or proposes to take;




          (h) promptly and in any event within ten (10) days after AMB LP obtains actual knowledge
of any of the following events, a certificate of AMB LP, executed by an officer of AMB LP
specifying the nature of such condition, and AMB LP’s or, if AMB LP has actual knowledge thereof
the Environmental Affiliate’s, proposed initial response thereto: (i) the receipt by AMB LP or any
of the Environmental Affiliates of any communication (written or oral), whether from a governmental
authority, citizens group, employee or otherwise, that alleges that AMB LP or any of the
Environmental Affiliates is not in compliance with applicable Environmental Laws, and such
noncompliance is likely to have a Material Adverse Effect, (ii) the existence of any Environmental
Claim pending against AMB LP or any Environmental Affiliate and such Environmental Claim is likely
to have a Material Adverse Effect or (iii) any release, emission, discharge or disposal of any
Material of Environmental Concern that is likely to form the basis of any Environmental Claim
against AMB LP or any Environmental Affiliate which in any such event is likely to have a Material
Adverse Effect;



          (i) promptly and in any event within five (5) Business Days after receipt of any notices
or correspondence from any company or agent for any company providing insurance coverage to AMB LP
relating to any loss which is likely to result in a Material Adverse Effect, copies of such notices
and correspondence;



          (j) simultaneously with the delivery of the information required by Sections 5.1(a) and
(b), a statement of all Unencumbered Properties;



          (k) annually, unaudited financial information for each Borrower prepared by such Borrower
in the ordinary course of business, together with notice from each Borrower of any disposition or
transfer by such Borrower of any real estate asset to an Affiliate of AMB LP during the prior year;
and



75









 





          (l) from time to time such additional information regarding the financial position or
business of the Credit Parties and their respective Subsidiaries as the Administrative Agent, at
the request of any Bank, may reasonably request in writing, so long as disclosure of such
information could not result in a violation of, or expose any Credit Party or their respective
Subsidiaries to any material liability under, any applicable law, ordinance or regulation or any
agreements with unaffiliated third parties that are binding on any Credit Party or any of their
respective Subsidiaries or on any Property of any of them.



          SECTION 5.2. Payment of Obligations. Each Credit Party and their respective Consolidated
Subsidiaries will pay and discharge, at or before maturity, all their respective material
obligations and liabilities including, without limitation, any obligation pursuant to any agreement
by which it or any of its properties is bound, in each case where the failure to so pay or
discharge such obligations or liabilities is likely to result in a Material Adverse Effect, and
will maintain in accordance with GAAP, appropriate reserves for the accrual of any of the same.



          SECTION 5.3. Maintenance of Property; Insurance.



          (a) AMB LP will keep, and will cause each Consolidated Subsidiary to keep, all property
useful and necessary in its business, including without limitation their respective Real Property
Assets (for so long as it constitutes Real Property Assets), in good repair, working order and
condition, ordinary wear and tear excepted, in each case where the failure to so maintain and
repair will have a Material Adverse Effect.



          (b) AMB LP shall maintain, or cause to be maintained, insurance described in Section
4.1(x) hereof with insurers meeting the qualifications described therein, which insurance shall in
any event not provide for less coverage than insurance customarily carried by owners of properties
similar to, and in the same locations as, AMB LP’s Real Property Assets. AMB LP will deliver to
the Administrative Agent upon the reasonable request of the Administrative Agent from time to time
(i) full information as to the insurance carried, (ii) within five (5) days of receipt of notice
from any insurer a copy of any notice of cancellation or material change in coverage required by
Section 4.1(x) from that existing on the date of this Agreement and (iii) forthwith, notice of any
cancellation or nonrenewal (without replacement) of coverage by AMB LP.



          SECTION 5.4. Maintenance of Existence. Each Credit Party will preserve, renew and keep in full
force and effect, their respective partnership and corporate existence and their respective rights,
privileges and franchises necessary for the normal conduct of business unless the failure to
maintain such rights and franchises does not have a Material Adverse Effect.



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          SECTION 5.5. Compliance with Laws. Each Credit Party will, and will cause their Subsidiaries to,
comply in all material respects with all applicable laws, ordinances, rules, regulations, and
requirements of governmental authorities (including, without limitation, Environmental Laws, and
all zoning and building codes with respect to its Real Property Assets and ERISA and the rules and
regulations thereunder and all federal securities laws) except where the necessity of compliance
therewith is contested in good faith by appropriate proceedings or where the failure to do so will
not have a Material Adverse Effect or expose Administrative Agent or any Bank to any material
liability therefor.



          SECTION 5.6. Inspection of Property, Books and Records. AMB LP will keep proper books of record
and account in which full, true and correct entries shall be made of all dealings and transactions
in relation to its business and activities in conformity with GAAP, modified as required by this
Agreement and applicable law; and will permit representatives of any Bank, at such Bank’s expense,
or from and after an Event of Default, at AMB LP’s expense, to visit and inspect any of its
properties, including without limitation its Real Property Assets, and so long as disclosure of
such information could not result in a violation of, or expose any Credit Party or their
Subsidiaries to any material liability under, any applicable law, ordinance or regulation or any
agreements with unaffiliated third parties that are binding on any Credit Party or any of their
Subsidiaries or on any Property of any of them, to examine and make abstracts from any of its books
and records and to discuss its affairs, finances and accounts with its officers and independent
public accountants, all at such reasonable times during normal business hours, upon reasonable
prior notice and as often as may reasonably be desired. Administrative Agent shall coordinate any
such visit or inspection to arrange for review by any Bank requesting any such visit or inspection.



          SECTION 5.7. Existence. AMB LP shall do or cause to be done, all things necessary to preserve and
keep in full force and effect its, and each Credit Party’s and their respective Consolidated
Subsidiaries’, existence and its patents, trademarks, servicemarks, tradenames, copyrights,
franchises, licenses, permits, certificates, authorizations, qualifications, accreditation,
easements, rights of way and other rights, consents and approvals the nonexistence of which is
likely to have a Material Adverse Effect.



          SECTION 5.8. Financial Covenants.



          (a) Total Liabilities to Total Asset Value. AMB LP shall not permit the ratio of
Total Liabilities to Total Asset Value of AMB LP to exceed 0.60:1 at any time; provided, however,
that, in connection with a Material Acquisition, for the four (4) consecutive quarters following
such Material Acquisition, Total Liabilities may exceed sixty percent (60%) of Total Asset Value,
but in no event exceed sixty-five percent (65%) of Total Asset Value. For purposes of this
covenant,



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(i) Total Liabilities shall be adjusted by deducting therefrom an amount equal to the lesser of (x)
Total Liabilities that by its terms are scheduled to mature on or before the date that is 24 months
from the date of calculation, and (y) Unrestricted Cash or Cash Equivalents, and (ii) Total Asset
Value shall be adjusted by deducting therefrom the amount by which Total Liabilities is adjusted
under clause (i).




          (b) Adjusted EBITDA to Fixed Charges Ratio. AMB LP shall not permit the ratio of
Adjusted EBITDA to Fixed Charges of AMB LP, for the then most recently completed four (4)
consecutive Fiscal Quarters, to be less than 1.50:1.



          (c) Secured Debt to Total Asset Value. AMB LP shall not permit the ratio of
Secured Debt to Total Asset Value of AMB LP to exceed 0.35:1 at any time; provided, however, that,
in connection with a Material Acquisition, for the four (4) consecutive quarters following such
Material Acquisition, the ratio of Secured Debt to Total Asset Value may exceed 0.35:1, but in no
event exceed 0.40:1. For purposes of this covenant, (i) Secured Debt shall be adjusted by
deducting therefrom an amount equal to the lesser of (x) Secured Debt that by its terms is
scheduled to mature on or before the date that is 24 months from the date of calculation, and (y)
Unrestricted Cash or Cash Equivalents, and (ii) Total Asset Value shall be adjusted by deducting
therefrom the amount by which Secured Debt is adjusted under clause (i).



          (d) Intentionally Deleted.



          (e) Unencumbered Net Operating Cash Flow to Unsecured Interest Expense. AMB LP
shall not permit the ratio of Unencumbered Net Operating Cash Flow of AMB LP to Unsecured Interest
Expense to be less than 1.75:1.



          (f) Minimum Tangible Net Worth. The Consolidated Tangible Net Worth of AMB LP
determined in conformity with GAAP will at no time be less than the sum of Three Billion Four
Hundred Forty Million Dollars ($3,440,000,000) and seventy percent (70%) of the Net Offering
Proceeds (other than proceeds received within ninety (90) days after the redemption, retirement or
repurchase of ownership or equity interests in either or both Guarantors, up to the amount paid by
either or both Guarantors in connection with such redemption, retirement or repurchase, where, for
the avoidance of doubt, the net effect is that neither Guarantor shall have increased its Net Worth
as a result of any such proceeds) received by such Guarantors subsequent to the Closing Date.



          (g) Dividends. During the continuance of a monetary Event of Default, AMB LP shall
only pay partnership distributions that are necessary to enable AMB Corporation to make those
dividends necessary to maintain AMB Corporation’s status as a real estate investment trust.



          (h) Permitted Holdings. The Credit Parties’ primary business will not be
substantially different from that conducted by Guarantor on the Closing Date




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and shall include the ownership, operation and development of Real Property Assets and any
other business activities of the Credit Parties and their Subsidiaries will remain incidental
thereto. Notwithstanding the foregoing, the Credit Parties and their Subsidiaries may acquire or
maintain Permitted Holdings if and so long as the aggregate value of Permitted Holdings, whether
held directly or indirectly by a Credit Party does not exceed, at any time, twenty-five percent
(25%) of Total Asset Value of AMB LP unless a greater percentage is approved by the Majority Banks
(which approval shall not be unreasonably withheld, conditioned or delayed). For purposes of
calculating the foregoing percentage, the value of Unimproved Assets shall be calculated based upon
the book value thereof, determined in accordance with GAAP.




          (i) Unsecured Debt Yield. As of the last day of each Fiscal Quarter for the
immediately preceding consecutive four quarters, the ratio (expressed as a percentage) (the
“Unsecured Debt Yield”) of (i) Unencumbered Net Operating Cash Flow to (ii) Unsecured Debt (less
the sum of (x) the value of any Unrestricted Cash or Cash Equivalent owned by AMB LP, not to exceed
$250,000,000 in the aggregate, and (y) $35,000,000) shall not be less than, (x) with respect to the
period commencing on November 10, 2010 and ending on the day immediately prior to the 18 month
anniversary of such date, 11%; provided, however, that, in connection with a Material Acquisition,
for the four (4) consecutive quarters following such Material Acquisition, the Unsecured Debt Yield
may be less than 11%, but in no event less than 10%, and (y) with respect to the period commencing
on the 18 month anniversary of November 10, 2010, 11.5%; provided, however, that, in connection
with a Material Acquisition, for the four (4) consecutive quarters following such Material
Acquisition, the Unsecured Debt Yield may be less than 11.5%, but in no event less than 10.5%. For
purposes of determining the Unsecured Debt Yield only, Unencumbered Net Operating Income shall be
adjusted to include as to any Unencumbered Property with respect to which a tenant received any
free rent during such period, the amount of such free rent as if the same had been paid in cash by
such tenant.




          (j) No Liens. Guarantors shall not, and shall not allow any of their Subsidiaries,
Financing Partnerships or Joint Venture Subsidiaries to, allow any Unencumbered Property (or any
equity interests in such Property that are owned directly or indirectly by Guarantors or any Joint
Venture Parent) that is necessary to comply with the provisions of Section 5.8(e) or any other
financial covenant to become subject to a Lien that secures the Indebtedness of any Person, other
than Permitted Liens.




          (k) Calculation. Each of the foregoing ratios and financial requirements shall be
calculated as of the last day of each Fiscal Quarter.




          SECTION 5.9. Restriction on Fundamental Changes.




          (a) Neither Guarantor shall enter into any merger or consolidation without obtaining the prior
written consent thereto in writing of the Majority Banks,




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unless the following criteria are met: (i) either (x) such Guarantor is the surviving
entity, or (y) the individuals constituting AMB Corporation’s board of directors or board of
trustees immediately prior to such merger or consolidation represent a majority of the surviving
entity’s board of directors or board of trustees after such merger or consolidation; and; (ii) the
entity which is merged into such Guarantor is predominantly in the commercial real estate business.
Nothing in this Section shall be deemed to prohibit the sale or leasing of portions of the Real
Property Assets in the ordinary course of business.




          (b) No Borrower shall enter into any merger or consolidation without obtaining the prior
written consent thereto in writing of the Majority Banks, unless the following criteria are met:
(i) the surviving entity is predominantly in the commercial real estate business in Japan or the
same jurisdiction of operation as such Borrower; (ii) the surviving entity continues to be 50%
owned, directly or indirectly, by AMB LP and AMB LP continues to control such surviving entity,
(iii) if such merger or consolidation involves a Qualified Borrower, the surviving entity continues
to qualify as a Qualified Borrower; (iv) the surviving entity assumes all obligations of its
predecessor hereunder; (v) if such merger or consolidation affects Collateral, substantially
similar substitute Collateral (in the Administrative Agent’s reasonable opinion) are provided as
required by Section 2.13 and (vi) a Ratification is delivered to Administrative Agent. Neither
Borrower nor a Qualified Borrower shall liquidate, wind-up or dissolve (or suffer any liquidation
or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of,
in one transaction or series of transactions, all or substantially all of its business or property,
whether now or hereafter acquired. Nothing in this Section shall be deemed to prohibit the sale or
leasing of portions of the Real Property Assets in the ordinary course of business.




          (c) AMB LP shall not amend its agreement of limited partnership or other organizational
documents in any manner that would have a Material Adverse Effect without the Majority Banks’
consent, which consent shall not be unreasonably withheld. Without limitation of the foregoing, no
Person shall be admitted as a general partner of AMB LP other than AMB Corporation. AMB
Corporation shall not amend its articles of incorporation, by-laws, or other organizational
documents in any manner that would have a Material Adverse Effect without the Majority Banks’
consent, which consent shall not be unreasonably withheld. No Borrower shall amend its articles of
incorporation, formation documents or other organizational documents in any manner that would have
a Material Adverse Effect without the Majority Banks’ consent, which consent shall not be
unreasonably withheld. AMB LP shall not make any “in-kind” transfer of any of its property or
assets to any of its constituent partners if such transfer would result in an Event of Default
under Section 6.1(b) by reason of a breach of the provisions of Section 5.8.




          SECTION 5.10. Changes in Business.





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          (a) Except for Permitted Holdings and Foreign Property Interests, none of the Credit Parties
shall enter into any business which is substantially different from that conducted by Guarantors on
the Closing Date after giving effect to the transactions contemplated by the Loan Documents. AMB LP shall carry on its business
operations through its Consolidated Subsidiaries and its Investment Affiliates.




          (b) Except for Permitted Holdings and Foreign Property Interests, AMB LP shall not engage in
any line of business which is substantially different from the business conducted by AMB LP on the
Closing Date, which includes the ownership, operation and development of Real Property Assets and
the provision of services incidental thereto, whether directly or through its Consolidated
Subsidiaries and Investment Affiliates.




          SECTION 5.11. AMB Corporation Status.




          (a) Status. AMB Corporation shall at all times (i) remain a publicly traded company
listed for trading on the New York Stock Exchange, and (ii) maintain its status as a self-directed
and self-administered real estate investment trust under the Code.




          (b) Indebtedness. AMB Corporation shall not, directly or indirectly, create, incur,
assume or otherwise become or remain directly or indirectly liable with respect to, any
Indebtedness, except:





          (1) the Obligations; and




          (2) Indebtedness of AMB LP for which there is recourse to AMB Corporation
which, after giving effect thereto, may be incurred or may remain outstanding
without giving rise to an Event of Default or Default under any provision of this
Article V.



          (c) Restriction on Fundamental Changes.





          (1) AMB Corporation shall not have an investment in any Person other than (i)
AMB LP or indirectly through AMB LP, (ii) directly or indirectly in Financing
Partnerships, and (iii) the interests identified on Schedule 5.11(c)(1)
attached hereto.




          (2) AMB Corporation shall not acquire an interest in any Property other than
securities issued by AMB LP and Financing Partnerships and the interests
identified on Schedule 5.11(c)(2) attached hereto.



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          (d) Environmental Liabilities. Neither AMB LP nor any of its Subsidiaries shall
become subject to any Environmental Claim which has a Material Adverse Effect, including, without
limitation, any arising out of or related to (i) the release or threatened release of any Material
of Environmental Concern into the environment, or any remedial action in response thereto, or (ii)
any violation of any Environmental Laws. Notwithstanding the foregoing provision, AMB LP shall
have the right to contest in good faith any claim of violation of an Environmental Law by
appropriate legal proceedings and shall be entitled to postpone compliance with the obligation
being contested as long as (i) no Event of Default shall have occurred and be continuing, (ii) AMB
LP shall have given Administrative Agent prior written notice of the commencement of such contest,
(iii) noncompliance with such Environmental Law shall not subject AMB LP or such Subsidiary to any
criminal penalty or subject Administrative Agent or any Bank to pay any civil penalty or to
prosecution for a crime, and (iv) no portion of any Property material to AMB LP or its condition or
prospects shall be in substantial danger of being sold, forfeited or lost, by reason of such
contest or the continued existence of the matter being contested.




          (e) Disposal of Ownership Interest.




               (i) AMB Corporation will not directly or indirectly convey, sell, transfer, assign, pledge or
otherwise encumber or dispose of any of its partnership interests in AMB LP or any of its equity
interest in any of the partners of AMB LP as of the date hereof (except in connection with the
dissolution or liquidation of such partners of AMB LP or the redemption of interests in connection
with stock repurchase programs), except for the reduction of AMB Corporation’s interest in AMB LP
arising from AMB LP’s issuance of partnership interests in AMB LP or the retirement of preferred
units by AMB LP. AMB Corporation will continue to be the managing general partner of AMB LP.



               (ii) AMB LP will not directly or indirectly convey, sell, transfer, assign, pledge or
otherwise encumber or dispose of any of its member interests in the Initial Borrower unless,
following such disposition, AMB LP continues to own, directly or indirectly, at least fifty percent
(50%) of the Initial Borrower and AMB LP (or a Person that is owned and controlled, directly or
indirectly, by AMB LP) continues to be the sole shareholder, general partner or managing member or
otherwise exercises control over the Initial Borrower.



               (iii) Each Qualified Borrower will continue to meet the qualifications of a Qualified
Borrower.



          SECTION 5.12. Other Indebtedness. Guarantors shall not allow any of their Subsidiaries, Financing
Partnerships or Joint Venture Subsidiaries that own, directly or indirectly, any Unencumbered
Property to, directly or indirectly create, incur, assume or otherwise become or remain liable with
respect to any Indebtedness other than trade debt incurred in the ordinary course of business and
Indebtedness





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owing to AMB LP or any Financing Partnership, if the resulting failure of such
Property to qualify as an Unencumbered Property would result in an Event of Default under Section
5.8.




          SECTION 5.13. Forward Equity Contracts. If AMB LP shall enter into any forward equity contracts, AMB LP
may only settle the same by delivery of stock, it being agreed that if AMB LP shall settle the same
with cash, the same shall constitute a Guarantor Event of Default hereunder unless AMB LP shall have received the unanimous
consent of the Banks to settle such forward equity contracts with cash.




          SECTION 5.14. Capital Funding Loans. Notwithstanding anything in this Agreement to the contrary, in the
event that any Property located outside the United States (each a “Non-US Property”) is
owned by a Financing Partnership (a “100% AMB Non-US Property Owner”), by a Joint Venture
Subsidiary (a “JV Non-US Property Owner”) or by a wholly-owned direct or indirect
subsidiary of a Joint Venture Subsidiary (a “Tiered Non-US Property Owner”; such Joint
Venture Subsidiary is hereinafter referred to as the “First Tier JV”; each entity through
which the First Tier JV indirectly owns a Tiered Non-US Property Owner is hereinafter referred to
as an “Intermediate Tier Entity”; and the Tiered Non-US Property Owners, the 100% AMB
Non-US Property Owners and the JV Non-US Property Owners are sometimes hereinafter referred to
individually as a “Non-US Property Owner” and collectively as the “Non-US Property Owners”)
and the Non-US Property Owner or, in the case of any Tiered Non-US Property Owner, the related
First Tier JV or a related Intermediate Tier Entity has incurred Indebtedness (whether or not such
Indebtedness is secured by a Lien against such Non-US Property and/or any direct or indirect equity
interests in the Non-US Property Owner) (each a “Capital Funding Loan”) held by





	 	(x)	 	in the case of a 100% AMB Non-US Property Owner, AMB LP or any other
Financing Partnership, and
	 
	 	(y)	 	in the case of a JV Non-US Property Owner or a Tiered Non-US Property Owner,
either (AA) an entity (hereinafter an “International FinCo”) in which
Guarantors’ Share is the same or greater than Guarantors’ Share in such Non-US
Property Owner, or (BB) a Financing Partnership (or AMB LP directly) and entities
which are not Financing Partnerships (including Persons who are not Affiliates of AMB
LP or whose constituent entities include Persons who are not Affiliates of AMB LP)
(“Joint Lenders”), provided that AMB LP’s direct or indirect share of such
Indebtedness is the same or greater than Guarantors’ Share of such Non-US Property
Owner,




then no such Capital Funding Loan or related Second Tier Funding Loan (as defined below) shall be
deemed to constitute Indebtedness for any purposes under this Agreement, any Lien securing such
Capital Funding Loan shall be a Permitted Lien and no Non-US Property to which such Capital Funding
Loan or Second Tier Funding




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Loan relates shall fail to be an Unencumbered Property solely because
the capital provided to the applicable Non-US Property Owner or related First Tier JV or
Intermediate Tier Entity was in the form of a Capital Funding Loan rather than a contribution to
the equity of such Non-US Property Owner, First Tier JV or Intermediate Tier Entity, so long as





	 	(a)	 	in the case of a Capital Funding Loan made by an International FinCo, the
sale of such Capital Funding Loan, or the sale or refinancing of any interest in the
Non-US Property or any direct or indirect equity interests in the Non-US Property Owner acquired as a result of the exercise of any
remedies in connection with the enforcement of such Capital Funding Loan, is
Substantially Controlled by AMB LP (as defined below),
	 
	 	(b)	 	in the case of a Capital Funding Loan made by Joint Lenders, any remedies in
connection with enforcement of such Capital Funding Loan may only be exercised by such
Joint Lenders concurrently and, in the event of any such exercise and the Joint
Lenders acquire such Non-US Property or any direct or indirect equity interests in
such Non-US Property Owner, the sale or refinancing of such Non-US Property and, if
the direct or indirect equity interests in such Non-US Property Owner are held
jointly, such equity interests will be Substantially Controlled by AMB LP, and
	 
	 	(c)	 	no interest in any Capital Funding Loan or Second Tier Funding Loan held
directly or indirectly by AMB LP is subject to any Lien (other than a Permitted Lien)
or any Negative Pledge.




For purposes of the foregoing, an action will be “Substantially Controlled by AMB LP” if
such action is substantially controlled directly by AMB LP or through one or more Financing
Partnerships either by agreement of the parties, through the provisions of a Person’s formation
documents or otherwise. For purposes of the preceding sentence, an action shall be deemed to be
substantially controlled directly by AMB LP or through one or more Financing Partnerships if AMB LP
or such Financing Partnerships have the ability to exercise a usual and customary buy-sell right in
the event of a disagreement regarding such action. As used herein the term “Second Tier
Funding Loan” means any loans made to an International FinCo by AMB LP, any Financing
Partnerships of AMB LP and/or any other Person with an equity interest in such International FinCo
(or affiliates of such other Person) so long as (x) AMB LP’s direct or indirect share of the
combined loans of AMB LP, any Financing Partnership and/or such other Persons (or affiliates
thereof) to the International FinCo is the same or greater than Guarantors’ Share of the applicable
Non-US Property Owner, and (y) all such loans are pari passu and any remedies that may be exercised
in connection with enforcement of such loans may only be exercised concurrently or not at all.





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ARTICLE VI




DEFAULTS



          SECTION 6.1. Guarantor Event of Default. A “Guarantor Event of Default” shall have occurred if
one or more of the following events shall have occurred and be continuing:




          (a) any Guarantor shall fail to pay any amounts due under the terms and conditions of the
Guaranty;




          (b) any Guarantor shall fail to observe or perform any covenant contained in Section 5.8,
Section 5.9, Section 5.10, Section 5.11(a), (b), (c) or (e), Section 5.12 or Section 5.13
applicable to such Guarantor;




          (c) any Guarantor shall fail to observe or perform any covenant or agreement contained in this
Agreement (other than those covered by clause (a), (b), (f), (g), (j), (l), (o) and (s) of this
Section 6.1) applicable to such Guarantor for 30 days after written notice thereof has been given
to such Guarantor by the Administrative Agent; or if such default is of such a nature that it
cannot with reasonable effort be completely remedied within said period of thirty (30) days such
additional period of time as may be reasonably necessary to cure same, provided such Guarantor
commences such cure within said thirty (30) day period and diligently prosecutes same, until
completion, but in no event shall such extended period exceed ninety (90) days;




          (d) any representation, warranty, certification or statement made by any Guarantor in this
Agreement or in any certificate, financial statement or other document delivered pursuant to this
Agreement shall prove to have been incorrect in any material respect when made (or deemed made)
and, with respect to such representations, warranties, certifications or statements not known by
such Guarantor at the time made or deemed made to be incorrect, the defect causing such
representation or warranty to be incorrect when made (or deemed made) is not removed within thirty
(30) days after written notice thereof from Administrative Agent to such Guarantor;




          (e) any Guarantor or any Subsidiary or any Investment Affiliate of any Guarantor shall default
in the payment when due (whether by scheduled maturity, required prepayment, acceleration, demand
or otherwise) of any amount owing in respect of any Recourse Debt (other than the Obligations) for
which the aggregate outstanding principal amounts exceed Fifty Million Dollars (US$50,000,000) (or
its equivalent in alternate currency) and such default shall continue beyond the giving of any
required notice and the expiration of any applicable grace period and such default has not been
waived, in writing, by the holder of any such Debt; or any Guarantor or any Subsidiary or any
Investment Affiliate of any Guarantor shall default in the





85









 







performance or observance of any obligation or condition with respect to any such Recourse Debt or any other event shall occur or
condition exist beyond the giving of any required notice and the expiration of any applicable grace
period, if the effect of such default, event or condition is to accelerate the maturity of any such
indebtedness or to permit (without any further requirement of notice or lapse of time) the holder
or holders thereof, or any trustee or agent for such holders, to accelerate the maturity of any
such indebtedness;




          (f) any Guarantor shall commence a voluntary case or other proceeding seeking liquidation,
reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency
or other similar law now or hereafter in effect, including under Japanese law, any corporate action
or proceedings are undertaken relating to bankruptcy (hasan), civil rehabilitation (minjisaisei tetsuzuki
kaishi), commencement of corporate reorganization proceedings (kaisha kosei tetsuzuki), or
commencement of special liquidation (tokubetsu seisan) (except for any such action taken for the
purposes of a reconstruction or amalgamation whilst solvent on terms previously approved by the
Administrative Agent) or for the appointment of a liquidator, receiver, administrator,
administrative receiver, conservator, custodian, trustee or similar officer of it or of any or all
of its revenues and assets or seeking the appointment of a trustee, receiver, liquidator, custodian
or other similar official of it or any substantial part of its property, or shall consent to any
such relief or to the appointment of or taking possession by any such official in an involuntary
case or other proceeding commenced against it, or shall make a general assignment for the benefit
of creditors, or shall fail generally to pay its debts as they become due, or shall take any action
to authorize any of the foregoing;




          (g) an involuntary case or other proceeding shall be commenced against any Guarantor seeking
liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy,
insolvency or other similar law now or hereafter in effect (including the Japanese laws set forth
in Section 6.3(f) above) or seeking the appointment of a trustee, receiver, liquidator, custodian
or other similar official of it or any substantial part of its property, and such involuntary case
or other proceeding shall remain undismissed and unstayed for a period of 90 days; or an order for
relief shall be entered against any Guarantor under the federal or national bankruptcy laws as now
or hereafter in effect;




          (h) Intentionally Deleted;




          (i) one or more final, non-appealable judgments or decrees in an aggregate amount of
Thirty-Five Million Dollars (US$35,000,000) or more shall be entered by a court or courts of
competent jurisdiction against any Guarantor or, to the extent of any recourse to such Guarantor,
any Guarantors’ Consolidated Subsidiaries (other than any judgment as to which, and only to the
extent, a reputable insurance company has acknowledged coverage of such claim in writing) and (i) any such




86









 







judgments or decrees shall not be stayed, discharged, paid, bonded or vacated within
thirty (30) days or (ii) enforcement proceedings shall be commenced by any creditor on any such
judgments or decrees;




          (j) there shall be a change in the majority of the Board of Directors of AMB Corporation
during any twelve (12) month period, excluding any change in directors resulting from (x) the death
or disability of any director, or (y) satisfaction of any requirement for the majority of the
members of the board of directors or trustees of AMB Corporation to qualify under applicable law as
independent directors or (z) the replacement of any director who is an officer or employee of AMB
Corporation or an affiliate of AMB Corporation with any other officer or employee of AMB
Corporation or an affiliate of AMB Corporation;




          (k) any Person (including affiliates of such Person) or “group” (as such term is defined in
applicable federal securities laws and regulations) shall acquire more than thirty percent (30%) of
the common shares of AMB Corporation;




          (l) AMB Corporation shall cease at any time to qualify as a real estate investment trust under
the Code;




          (m) if any Termination Event with respect to a Plan, Multiemployer Plan or Benefit Arrangement
shall occur as a result of which Termination Event or Events any member of the ERISA Group has
incurred or may incur any liability to the PBGC or any other Person and the sum (determined as of
the date of occurrence of such Termination Event) of the insufficiency of such Plan, Multiemployer
Plan or Benefit Arrangement and the insufficiency of any and all other Plans, Multiemployer Plans
and Benefit Arrangements with respect to which such a Termination Event shall occur and be
continuing (or, in the case of a Multiple Employer Plan with respect to which a Termination Event
described in clause (ii) of the definition of Termination Event shall occur and be continuing and
in the case of a liability with respect to a Termination Event which is or could be a liability of
a Guarantor rather than a liability of the Plan, the liability of a Guarantor) is equal to or
greater than Twenty Million Dollars ($20,000,000) and which the Administrative Agent reasonably
determines will have a Material Adverse Effect;




          (n) if, any member of the ERISA Group shall commit a failure described in Section 302(f)(1) of
ERISA or Section 412(n)(1) of the Code and the amount of the lien determined under Section
302(f)(3) of ERISA or Section 412(n)(3) of the Code that could reasonably be expected to be imposed
on any member of the ERISA Group or their assets in respect of such failure shall be equal to or
greater than Twenty Million Dollars ($20,000,000) and which the Administrative Agent reasonably
determines will have a Material Adverse Effect;




          (o) at any time, for any reason, any Guarantor seeks to repudiate its obligations under the
Guaranty;






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          (p) a default by any Guarantor beyond any applicable notice or grace period under this
Agreement or any of the other Loan Documents to which such Guarantor is a party;




          (q) any assets of any Guarantor shall constitute “assets” (within the meaning of ERISA or
Section 4975 of the Code, including but not limited to 29 C.F.R. § 2510.3-101 or any successor
regulation thereto) of an “employee benefit plan” within the meaning of Section 3(3) of ERISA or a
“plan” within the meaning of Section 4975(e)(1) of the Code;




          (r) any of the Notes, the Loan, the Obligations, the Guaranty or any of the Loan Documents or
the exercise of any of the Administrative Agent’s or any of the Bank’s rights in connection
therewith shall constitute a prohibited transaction under ERISA and/or the Code; or




          (s) if (i) any Insolvency Event shall have occurred with respect to any Borrower, (ii) the
Administrative Agent or any Bank shall be required by any applicable governmental authority to set
up reserves as a result of such Insolvency Event and (iii) the Guarantors shall fail to either cure
such Insolvency Event or pay in full all outstanding Loans made to such Borrower within thirty (30)
days of the date the Administrative Agent or any Bank shall be required to set up such reserves.




          SECTION 6.2. Rights and Remedies. Upon the occurrence of any Guarantor Event of Default described in
Sections 6.1(f), (g), (o), (q) or (r), the Commitments shall immediately terminate and the unpaid
principal amount of, and any and all accrued interest on, the Loans and any and all accrued fees
and other Obligations hereunder shall automatically become immediately due and payable, with all
additional interest from time to time accrued thereon and without presentation, demand, or protest
or other requirements of any kind (including, without limitation, valuation and appraisement,
diligence, presentment, notice of intent to demand or accelerate and notice of acceleration), all
of which are hereby expressly waived by the Credit Parties; and upon the occurrence and during the
continuance of any other Guarantor Event of Default, the Administrative Agent, following
consultation with the Banks, may (and upon the demand of the Majority Banks shall), by written
notice to the Credit Parties, in addition to the exercise of all of the rights and remedies
permitted the Administrative Agent and the Banks at law or equity or under any of the other Loan
Documents, declare that the Commitments are terminated and declare the unpaid principal amount of
and any and all accrued and unpaid interest on the Loans and any and all accrued fees and other
Obligations hereunder to be, and the same shall thereupon be, immediately due and payable with all
additional interest from time to time accrued thereon and (except as otherwise provided in the Loan
Documents) without presentation, demand, or protest or other requirements of any kind (including,
without limitation, valuation and appraisement, diligence, presentment, notice of




88









 







intent to demand or accelerate and notice of acceleration), all of which are hereby expressly waived by the Credit
Parties.




          SECTION 6.3. A “Borrower Event of Default”as to any Borrower shall have occurred if one or more of the
following events shall have occurred and be continuing:




          (a) such Borrower shall fail to (i) pay when due any principal of any Loan, or (ii) such
Borrower shall fail to pay when due interest on any Loan or any fees or any other amount payable to
Administrative Agent or the Banks hereunder and the same shall continue for a period of five (5)
days after the same becomes due;




          (b) such Borrower shall fail to observe or perform any covenant of Section 5.9(b) and (c), and
Section 5.11(e)(iii) applicable to such Borrower;




          (c) such Borrower shall fail to observe or perform any covenant or agreement contained in this
Agreement (other than those referenced in Section 6.3(a) and (b) hereof) or the Security Documents
of such Borrower, if any, for 30 days after written notice thereof has been given to such Borrower
by the Administrative Agent; or if such default is of such a nature that it cannot with reasonable effort be completely
remedied within said period of thirty (30) days such additional period of time as may be reasonably
necessary to cure same, provided such Borrower commences such cure within said thirty (30) day
period and diligently prosecutes same, until completion, but in no event shall such extended period
exceed ninety (90) days; provided, further, that such Borrower, in lieu of such cure, may within
such time periods described above, exercise its right under Section 2.13 to cause such Security
Documents to be terminated and released or to select another Security Option under Section 2.13, in
which event such failure shall be deemed cured;




          (d) any representation, warranty, certification or statement made by such Borrower in this
Agreement or in any certificate, financial statement or other document delivered pursuant to this
Agreement shall prove to have been incorrect in any material respect when made (or deemed made)
and, with respect to such representations, warranties, certifications or statements not known by
such Borrower at the time made or deemed made to be incorrect, the defect causing such
representation or warranty to be incorrect when made (or deemed made) is not removed within thirty
(30) days after written notice thereof from Administrative Agent to such Borrower;




          (e) such Borrower shall commence a voluntary case or other proceeding seeking liquidation,
reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency
or other similar law now or hereafter in effect, including under Japanese law, any corporate action
or proceedings are undertaken relating to bankruptcy (hasan), civil rehabilitation (minjisaisei
tetsuzuki kaishi), commencement of corporate reorganization proceedings (kaisha kosei






89








 






tetsuzuki), or commencement of special liquidation (tokubetsu seisan); and except for any such action taken for
the purposes of a reconstruction or amalgamation whilst solvent on terms previously approved by the
Administrative Agent or for the appointment of a liquidator, receiver, administrator,
administrative receiver, conservator, custodian, trustee or similar officer of it or of any or all
of its revenues and assets or seeking the appointment of a trustee, receiver, liquidate, custodian
or other similar official of it or any substantial part of its property, or shall consent to any
such relief or to the appointment of or taking possession by any such official in an involuntary
case or other proceeding commenced against it, or shall make a general assignment for the benefit
of creditors, or shall fail generally to pay its debts as they become due, or shall take any action
to authorize any of the foregoing; provided that none of the foregoing shall be deemed an Event of
Default if, within forty-five (45) Business Days of the occurrence of any such event, (i) a
Subsidiary satisfying the definition of Qualified Borrower (and which would not cause a similar
default under this Section 6.3(e)) is substituted for such Borrower or (ii) all Obligations of such
Borrower have been paid in full and such Borrower has been removed as a Credit Party;




          (f) an involuntary case or other proceeding shall be commenced against such Borrower seeking
liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in
effect (including the Japanese laws set forth in Section 6.3(e) above) or seeking the appointment
of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial
part of its property, and such involuntary case or other proceeding shall remain undismissed and
unstayed for a period of 90 days; or an order for relief shall be entered against any Borrower
under the federal or national bankruptcy laws as now or hereafter in effect; provided that none of
the foregoing shall be deemed an Event of Default if, within forty-five (45) Business Days of the
occurrence of any such event, (i) a Subsidiary satisfying the definition of Qualified Borrower (and
which would not cause a similar default under this Section 6.3(f)) is substituted for such Borrower
or (y) all Obligations of such Borrower have been paid in full and such Borrower has been removed
as a Credit Party;




          (g) at any time, for any reason, such Borrower seeks to repudiate its obligations under any
Loan Document;




          (h) a default by such Borrower beyond any applicable notice or grace period under any of the
other Loan Documents to which such Borrower is a party;




          (i) any assets of such Borrower shall constitute “assets” (within the meaning of ERISA or
Section 4975 of the Code, including but not limited to 29 C.F.R. § 2510.3-101 or any successor
regulation thereto) of an “employee benefit plan” within the meaning of Section 3(3) of ERISA or a
“plan” within the meaning of






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Section 4975(e)(1) of the Code; provided that if, within forty-five
(45) Business Days of the date any assets of such Borrower constitute “assets” (within the meaning
of ERISA or Section 4975 of the Code, including but not limited to 29 C.F.R. § 2510.3-101 or any
successor regulation thereto) of an “employee benefit plan” within the meaning of Section 3(3) of
ERISA or a “plan” within the meaning of Section 4975(e)(1) of the Code, (i) a Subsidiary satisfying
the definition of Qualified Borrower is substituted for such Borrower (and which would not cause a
similar default under this Section 6.3(i)) or (ii) all Obligations of such Borrower have been paid
in full and such Borrower has been removed as a Credit Party; or




          (j) any Notes delivered by such Borrower, any Loans made to such Borrower, any of the Loan
Documents to which such Borrower is a party or the exercise of any of the Administrative Agent’s or
any of the Bank’s rights in connection therewith shall constitute a prohibited transaction under
ERISA and/or the Code.




          SECTION 6.4. Rights and Remedies with Respect to Borrower Event of Default. Upon the occurrence of any
Borrower Event of Default described in Sections 6.3(e), (f), (g), (i) or (j) with respect to such
Borrower, (i) the unpaid principal amount of, and any and all accrued interest on, the Loans made
to such defaulting Borrower and any and all accrued fees and other Obligations of such defaulting
Borrower hereunder shall automatically become immediately due and payable by such defaulting
Borrower, with all additional interest from time to time accrued thereon and without presentation,
demand, or protest or other requirements of any kind (including, without limitation, valuation and appraisement, diligence, presentment, notice
of intent to demand or accelerate and notice of acceleration), all of which are hereby expressly
waived by such defaulting Borrower and (ii) the Administrative Agent shall have the right to
immediately make a claim under the Guaranty for, and demand payment by the Guarantors of, the
amounts set forth in subclause (i) above (it being agreed that the Guarantors’ obligations are
primary and shall be enforceable against each Guarantor and its respective successors and assigns
without the necessity for any suit or proceeding of any kind or nature whatsoever brought by the
Administrative Agent or any of the Banks against the defaulting Borrower); and upon the occurrence
and during the continuance of any other Borrower Event of Default, the Administrative Agent,
following consultation with the Banks, may (and upon the demand of the Majority Banks shall), by
written notice to such defaulting Borrower and each Guarantor, in addition to the exercise of all
of the rights and remedies permitted the Administrative Agent and the Banks at law or equity or
under any of the other Loan Documents to which such defaulting Borrower is a party, (x) declare
that the unpaid principal amount of and any and all accrued and unpaid interest on the Loans made
to such defaulting Borrower and any and all accrued fees and other Obligations of such defaulting
Borrower hereunder to be, and the same shall thereupon be, immediately due and payable with all
additional interest from time to time accrued thereon and (except as otherwise provided in the Loan
Documents to which such defaulting Borrower is a party) without presentation,






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demand, or protest or other requirements of any kind (including, without limitation, valuation and appraisement,
diligence, presentment, notice of intent to demand or accelerate and notice of acceleration), all
of which are hereby expressly waived by such defaulting Borrower and (y) immediately make a claim
under the Guaranty for, and demand payment by, the Guarantors of such amounts set forth in
subclause (x) above (it being agreed that the Guarantors’ obligations are primary and shall be
enforceable against each Guarantor and its respective successors and assigns without the necessity
for any suit or proceeding of any kind or nature whatsoever brought by the Administrative Agent or
any of the Banks against the defaulting Borrower).




          SECTION 6.5. Enforcement of Rights and Remedies. Notwithstanding anything to the contrary contained in
this Agreement or in any other Loan Document, the Administrative Agent and the Banks each agree
that any exercise or enforcement of the rights and remedies granted to the Administrative Agent or
the Banks under this Agreement or at law or in equity with respect to this Agreement or any other
Loan Documents shall be commenced and maintained by the Administrative Agent on behalf of the
Administrative Agent and/or the Banks. The Administrative Agent shall act at the direction of the
Majority Banks in connection with the exercise of any and all remedies at law, in equity or under
any of the Loan Documents or, if the Majority Banks are unable to reach agreement, then, from and
after an Event of Default, the Administrative Agent may pursue such rights and remedies as it may
determine.




          SECTION 6.6. Notice of Default. The Administrative Agent shall give notice to the Credit Parties of a
Default promptly upon being requested to do so by the
Majority Banks and shall thereupon notify all the Banks thereof. The Administrative Agent shall
not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default
(other than nonpayment of principal of or interest on the Loans) unless Administrative Agent has
received notice in writing from a Bank, a Borrower or a Guarantor referring to this Agreement or
the other Loan Documents, describing such event or condition. Should Administrative Agent receive
notice of the occurrence of a Default or Event of Default expressly stating that such notice is a
notice of a Default or Event of Default, or should Administrative Agent send any Borrower or
Guarantors a notice of Default or Event of Default, Administrative Agent shall promptly give notice
thereof to each Bank.




          SECTION 6.7. Actions in Respect of Letters of Credit. (a) If, at any time and from time to time, any
Letter of Credit shall have been issued hereunder (regardless of on whose behalf it shall have been
issued) and a Guarantor Event of Default shall have occurred and be continuing, then, upon the
occurrence and during the continuation thereof, the Administrative Agent, after consultation with
the Banks, may, and upon the demand of the Majority Banks shall, whether in addition to the taking
by the Administrative Agent of any of the actions described in this Article or otherwise, make a
demand upon each Borrower for whom a Letter of Credit was






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issued, and forthwith upon such demand (but in any event within ten (10) days after such demand), each such Borrower shall pay to the
Administrative Agent, on behalf of the Banks, in same day funds at the Administrative Agent’s
office designated in such demand, for deposit in a special cash collateral account (the “Letter
of Credit Collateral Account”) to be maintained in the name of the Administrative Agent (on
behalf of the Banks) and under its sole dominion and control at such place as shall be designated
by the Administrative Agent, an amount equal to the amount of the Letter of Credit Usage under the
Letters of Credit issued for the account of such Borrower. If, at any time and from time to time,
any Letter of Credit shall have been issued hereunder for the account of any Borrower and a
Borrower Event of Default shall have occurred and be continuing with respect to such Borrower,
then, upon the occurrence and during the continuation thereof, the Administrative Agent, after
consultation with the Banks, may, and upon the demand of the Majority Banks shall, whether in
addition to the taking by the Administrative Agent of any of the actions described in this Article
or otherwise, make a demand upon such defaulting Borrower for whom a Letter of Credit was issued,
and forthwith upon such demand (but in any event within ten (10) days after such demand), such
defaulting Borrower shall pay to the Administrative Agent, on behalf of the Banks, in same day
funds at the Administrative Agent’s office designated in such demand, for deposit in the Letter of
Credit Collateral Account, an amount equal to the amount of the Letter of Credit Usage under such
Letters of Credit issued for the account of such defaulting Borrower. Interest shall accrue on the
Letter of Credit Collateral Account at a rate equal to the Prime Rate.




          (b) Each Borrower hereby pledges, assigns and grants to the Administrative Agent, as
administrative agent for its benefit and the ratable benefit of the Banks a lien on and a security
interest in, the following collateral (the “Letter of Credit Collateral”):




               (i) the Letter of Credit Collateral Account, all cash of such Borrower deposited therein and
all certificates and instruments, if any, from time to time representing or evidencing the Letter
of Credit Collateral Account;



               (ii) all notes, certificates of deposit and other instruments from time to time hereafter
delivered to or otherwise possessed by the Administrative Agent for or on behalf of such Borrower
in substitution for or in respect of any or all of the then existing Letter of Credit Collateral of
such Borrower;



               (iii) all interest, dividends, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange for any or all of the
then existing Letter of Credit Collateral of such Borrower; provided that, if no Event of Default
has occurred and is continuing, any interest, dividends or other earnings received with respect to
the Letter of Credit Collateral shall be distributed to Borrower on a monthly basis; and



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               (iv) to the extent not covered by the above clauses, all proceeds of any or all of the
foregoing Letter of Credit Collateral.


The lien and security interest granted hereby secures the payment of all obligations of such
Borrower now or hereafter existing hereunder and under any other Loan Document.




          (c) Each Borrower hereby authorizes the Administrative Agent for the ratable benefit of the
Banks to apply, from time to time after funds of such Borrower are deposited in the Letter of
Credit Collateral Account, funds of such Borrower then held in the Letter of Credit Collateral
Account to the payment of any amounts, in such order as the Administrative Agent may elect, as
shall have become due and payable by such Borrower to the Banks in respect of the Letters of Credit
issued for the account of such Borrower.




          (d) Neither a Borrower nor any Person claiming or acting on behalf of or through such Borrower
shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account,
except as provided in Sections 6.7(b) and (h) hereof.




          (e) Each Borrower agrees that it will not (i) sell or otherwise dispose of any interest in the
Letter of Credit Collateral of such Borrower or (ii) create or permit to exist any lien, security
interest or other charge or encumbrance upon or with respect to any of the Letter of Credit
Collateral of such Borrower, except for the security interest created by this Section 6.7.




          (f) If any Event of Default shall have occurred and be continuing:




               (i) With respect to any Guarantor Event of Default, the Administrative Agent may, in its sole
discretion, without notice to the Credit Parties except as required by law and at any time from
time to time, charge, set off or otherwise apply all or any part of the Letter of Credit Collateral of any Borrower
first, (x) amounts previously drawn on any Letter of Credit issued for the account of such
Borrower that have not been reimbursed by the applicable Borrower and (y) any Letter of Credit
Usage of such Borrower described in clause (ii) of the definition thereof that are then due and
payable and second, any other unpaid Obligations then due and payable, in such order as the
Administrative Agent shall elect. With respect to any Borrower Event of Default relating to any
Borrower, the Administrative Agent may, in its sole discretion, without notice to the Credit
Parties except as required by law and at any time from time to time, charge, set off or otherwise
apply all or any part of the Letter of Credit Collateral of such Borrower first, (x)
amounts previously drawn on any Letter of Credit issued for the account of such Borrower that have
not been reimbursed by such Borrower and (y) any Letter of Credit Usage of such Borrower described
in clause (ii) of the definition thereof that are then due and payable from such Borrower and
second, any other unpaid Obligations of such Borrower then due



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and payable, in such order as the Administrative Agent shall elect. The rights of the Administrative Agent under this Section
6.7 are in addition to any rights and remedies which any Bank may have.




               (ii) The Administrative Agent may also exercise, in its sole discretion, in respect of the
Letter of Credit Collateral Account, in addition to the other rights and remedies provided herein
or otherwise available to it, all the rights and remedies of a secured party upon default under the
Uniform Commercial Code in effect in the State of New York at that time.



          (g) The Administrative Agent shall be deemed to have exercised reasonable care in the custody
and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded
treatment substantially equal to that which the Administrative Agent accords its own property, it
being understood that, assuming such treatment, the Administrative Agent shall not have any
responsibility or liability with respect thereto.




          (h) At such time as all Events of Default have been cured or waived in writing, all amounts of
any Borrower remaining in the Letter of Credit Collateral Account shall be promptly returned to
such Borrower and, in the case of Letters of Credit maturing after the Maturity Date, upon the
return of any such Letter of Credit, any amount attributable to such Letter of Credit shall be
promptly returned to the Borrower. Absent such cure or written waiver, any surplus of the funds of
any Borrower held in the Letter of Credit Collateral Account and remaining after payment in full of
all of the Obligations of such Borrower hereunder and under any other Loan Document after the
Maturity Date shall be paid to such Borrower or to whomsoever may be lawfully entitled to receive
such surplus.




          SECTION 6.8. Distribution of Proceeds after Default. Notwithstanding anything contained herein to
the contrary but subject to the provisions of Section 9.16 hereof, from and after an Event of
Default, to the extent proceeds are received by Administrative Agent, such proceeds will be
distributed to the Banks pro rata in accordance with the unpaid principal amount of the Loans (giving effect to
any participations granted therein pursuant to Section 9.4).




ARTICLE VII




THE ADMINISTRATIVE AGENT



          SECTION 7.1. Appointment and Authorization. Each Bank irrevocably appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to exercise such powers under
this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the
terms hereof or thereof, together with all such powers as are reasonably incidental thereto. Except
as set forth in Sections 7.8 and 7.9 hereof, the provisions of this Article VII are solely for





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the benefit of Administrative Agent and the Banks, and no Credit Party shall have any rights to rely on
or enforce any of the provisions hereof. In performing its functions and duties under this
Agreement, Administrative Agent shall each act solely as an agent of the Banks and does not assume
and shall not be deemed to have assumed any obligation toward or relationship of agency or trust
with or for the Credit Parties.




          SECTION 7.2. Agency and Affiliates. Sumitomo Mitsui Banking Corporation has the same rights and powers
under this Agreement as any other Bank and may exercise or refrain from exercising the same as
though it were not the Administrative Agent and Sumitomo Mitsui Banking Corporation and each of its
affiliates may accept deposits from, lend money to, and generally engage in any kind of business
with the Credit Parties or any Subsidiary or affiliate of the Credit Parties as if it were not the
Administrative Agent hereunder, and the term “Bank” and “Banks” shall include
Sumitomo Mitsui Banking Corporation in its individual capacity.




          SECTION 7.3. Action by Administrative Agent. The obligations of the Administrative Agent hereunder are
only those expressly set forth herein. Without limiting the generality of the foregoing, the
Administrative Agent shall not be required to take any action with respect to any Default or Event
of Default, except as expressly provided in Article VI. The duties of Administrative Agent shall
be administrative in nature. Subject to the provisions of Sections 7.1, 7.5 and 7.6,
Administrative Agent shall administer the Loans in the same manner as it administers its own loans.




          SECTION 7.4. Consultation with Experts. As between Administrative Agent on the one hand and the Banks on
the other hand, the Administrative Agent may consult with legal counsel (who may be counsel for the
Credit Parties), independent public accountants and other experts selected by it and shall not be
liable for any action taken or omitted to be taken by it in good faith in accordance with the
advice of such counsel, accountants or experts.




          SECTION 7.5. Liability of Administrative Agent. As between Administrative Agent on the one hand and the
Banks on the other hand, neither the Administrative Agent nor any of its affiliates nor any of its
directors, officers, agents or employees shall be liable for any action taken or not taken by it in
connection herewith (i) with the consent or at the request of the Majority Banks or (ii) in the absence of its
own gross negligence or willful misconduct. As between Administrative Agent on the one hand and
the Banks on the other hand, neither the Administrative Agent nor any of its directors, officers,
agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify
(i) any statement, warranty or representation made in connection with this Agreement or any
borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of
the Credit Parties; (iii) the satisfaction of any condition specified in Article III, except
receipt of items required to be delivered to Administrative Agent, or (iv) the validity,
effectiveness or genuineness of this Agreement, the other Loan Documents






96









 







or any other instrument or writing furnished in connection herewith. As between Administrative Agent on the one hand and the
Banks on the other hand, Administrative Agent shall not incur any liability by acting in reliance
upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex
or similar writing) believed by it to be genuine or to be signed by the proper party or parties.




          SECTION 7.6. Indemnification. Each Bank shall, ratably in accordance with its Commitment, indemnify the
Administrative Agent and its affiliates and their respective directors, officers, agents and
employees (to the extent not reimbursed by the Credit Parties) against any cost, expense
(including, without limitation, counsel fees and disbursements), claim, demand, action, loss or
liability (except such as result from such indemnitee’s gross negligence or willful misconduct)
that such indemnitee may suffer or incur in connection with its duties as Administrative Agent
under this Agreement, the other Loan Documents or any action taken or omitted by such indemnitee
hereunder. In the event that Administrative Agent shall, subsequent to its receipt of
indemnification payment(s) from Banks in accordance with this section, recoup any amount from any
Credit Party, or any other party liable therefor in connection with such indemnification,
Administrative Agent shall reimburse the Banks which previously made the payment(s) pro rata, based
upon the actual amounts which were theretofore paid by each Bank. Administrative Agent shall
reimburse such Banks so entitled to reimbursement within two (2) Business Days of its receipt of
such funds from such Credit Party or such other party liable therefor.




          SECTION 7.7. Credit Decision. Each Bank acknowledges that it has, independently and without reliance
upon the Administrative Agent or any other Bank, and based on such documents and information as it
has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.
Each Bank also acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Bank, and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in taking or not taking any
action under this Agreement.




          SECTION 7.8. Successor Agent. The Administrative Agent may resign at any time by giving notice thereof
to the Banks and the Credit Parties and the Administrative Agent, shall resign in the event its
Commitment (without participants) is reduced to less than the Commitment of any other Bank. Upon any such resignation, the Majority
Banks shall have the right to appoint a successor Administrative Agent which successor
Administrative Agent shall be subject to Fronting Bank’s approval and, provided no Guarantor Event
of Default has occurred and is then continuing, be subject to AMB LP’s approval, which approval (in
both cases) shall not be unreasonably withheld or delayed. If no successor Administrative Agent
shall have been so appointed by the Majority Banks and approved by AMB LP and the Fronting Bank,
and shall have accepted such appointment, within 30 days after the retiring





97









 







Administrative Agent gives notice of resignation, then the retiring Administrative Agent may, on behalf of the Banks,
appoint a successor Administrative Agent, which shall be the Administrative Agent who shall act
until the Majority Banks shall appoint an Administrative Agent. Any appointment of a successor
Administrative Agent by the Majority Banks or the retiring Administrative Agent pursuant to the
preceding sentence shall be subject to the approval of the Fronting Bank approval and, provided no
Guarantor Event of Default has occurred and is then continuing, AMB LP’s approval, which approval
(in either case) shall not be unreasonably withheld or delayed. Upon the acceptance of its
appointment as the Administrative Agent hereunder by a successor Administrative Agent, such
successor Administrative Agent shall thereupon succeed to and become vested with all the rights and
duties of the retiring Administrative Agent and the retiring Administrative Agent shall be
discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s
resignation hereunder, the provisions of this Article shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was the Administrative Agent. For gross negligence or
willful misconduct, as determined by all the Banks (excluding for such determination Administrative
Agent in its capacity as a Bank, as applicable), or if the Administrative Agent becomes a
Defaulting Bank (as determined by the Majority Banks other than the Administrative Agent in its
capacity as a Bank, and the Borrower), Administrative Agent may be removed at any time by giving at
least thirty (30) Business Days’ prior written notice to Administrative Agent and Borrower. Such
resignation or removal shall take effect upon the acceptance of appointment by a successor
Administrative Agent in accordance with the provisions of this Section 7.8.




          SECTION 7.9. Consents and Approvals. All communications from Administrative Agent to the Banks
requesting the Banks’ determination, consent, approval or disapproval (i) shall be given in the
form of a written notice to each Bank, (ii) shall be accompanied by a description of the matter or
item as to which such determination, approval, consent or disapproval is requested, or shall advise
each Bank where such matter or item may be inspected, or shall otherwise describe the matter or
issue to be resolved, (iii) shall include, if reasonably requested by a Bank and to the extent not
previously provided to such Bank, written materials and a summary of all oral information provided
to Administrative Agent by a Borrower or any Guarantor in respect of the matter or issue to be
resolved, (iv) shall include Administrative Agent’s recommended course of action or determination
in respect thereof ), and (v) shall include the following clause in capital letters, “FAILURE TO
RESPOND TO THIS NOTICE WITHIN THE BANK REPLY PERIOD SHALL BE DEEMED CONSENT TO THE RECOMMENDATION SET FORTH HEREIN”. Each Bank shall reply promptly, but in any
event within ten (10) Business Days after receipt of the request therefor from Administrative Agent
(the “Bank Reply Period”). Unless a Bank shall give written notice to Administrative Agent
that it objects to the recommendation or determination of Administrative Agent (together with a
written explanation of the reasons behind such objection) within the Bank Reply Period, such




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Bank shall be deemed to have approved of or consented to such recommendation or determination. With
respect to decisions requiring the approval of the Majority Banks or all the Banks, Administrative
Agent shall submit its recommendation or determination for approval of or consent to such
recommendation or determination to all Banks and upon receiving the required approval or consent
(or deemed approval or consent, as the case may be) shall follow the course of action or
determination of the Majority Banks or all the Banks (and each non-responding Bank shall be deemed
to have concurred with such recommended course of action), as the case may be.




          SECTION 7.10. Cooperation with Asset Liquidation Plan Amendments. Each Qualified Borrower which is a TMK
(“TMK Qualified Borrower”) may be required from time to time to amend its Asset
Liquidation Plan as a result of (i) certain of its actions taken in accordance with, or not
prohibited by, this Agreement, (ii) its status as a Qualified Borrower under this Agreement, or
(iii) certain actions to be taken by such TMK Qualified Borrower in connection with any
indebtedness to be obtained by such TMK Qualified Borrower, provided such indebtedness does not
violate this Agreement (“TMK Permitted Indebtedness”). The Administrative Agent and each
of the Banks acknowledges the foregoing and hereby consents to any and all amendments to each TMK
Qualified Borrower’s Asset Liquidation Plan which is required as a result of (i) such TMK’s
respective actions taken in accordance with, or not prohibited by, this Agreement, (ii) its status
as a Qualified Borrower under this Agreement, or (iii) such TMK Qualified Borrower’s actions to be
taken in accordance with a TMK Permitted Indebtedness, except to the extent any such amendment
materially adversely affects the rights and/or remedies of any such Bank hereunder. The
Administrative Agent and each of the Banks shall reasonably cooperate with any TMK Qualified
Borrower, at such TMK Qualified Borrower’s sole cost and expense, in amending its Asset Liquidation
Plan and timely provide any TMK Qualified Borrower with such executed consents, acknowledgments of
notice or other documents as such TMK Qualified Borrower may reasonably request or as may be
required by the applicable Japanese governmental authorities to so amend its Asset Liquidation
Plan. In furtherance of the foregoing, each Bank shall execute and deliver to the Administrative
Agent on the Closing Date twenty (20) originals of the “Prior Consent Concerning Amendment to Asset
Liquidation Plan” in the form of Exhibit F (the “Consents”), and the Banks hereby
authorize the Administrative Agent to complete one or more of such Consents and deliver the same in
the event any TMK Qualified Borrower seeks to amend its Asset Liquidation Plan in accordance with
this Section 7.10, provided that any action described in such Consent must not violate this
Agreement. Within ten (10) days of the request of the Administrative Agent during the Term, each
Bank shall promptly execute and deliver such additional Consents as may be so requested and
necessary for the purposes set forth in this Section 7.10. Notwithstanding the foregoing, if such amendment is
immaterial as set forth in Article 151, Section 3, Item 1 of the TMK Law, no consent of the
Administrative Agent nor of any Bank shall be required.




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ARTICLE VIII




CHANGE IN CIRCUMSTANCES



          SECTION 8.1. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day
of any Interest Period for any Yen LIBOR Borrowing, the Administrative Agent determines in good
faith that deposits in Yen (in the applicable amounts) are not being offered in the relevant market
for such Interest Period, the Administrative Agent shall forthwith give notice thereof to AMB LP
and the Banks, whereupon until the Administrative Agent notifies AMB LP and the Banks that the
circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make
Yen LIBOR Loans shall be suspended. In such event, unless the applicable Borrower notifies the
Administrative Agent on or before the second (2nd) Business Day before, but excluding,
the date of any Yen LIBOR Borrowing for which a Notice of Borrowing has previously been given that
it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing
(unless any Bank has previously advised the Administrative Agent and Borrower that it is unable to
make a Base Rate Loan and such notice has not been withdrawn, in which event the Administrative
Agent shall determine in good faith the appropriate rate of interest after consultation with the
Borrower and the Banks).




          If, at any time, the obligations of the Banks to make Yen LIBOR Loans shall be suspended
pursuant to the terms of this Section 8.1, with respect to any Bank that has previously notified
the Administrative Agent and Borrower that it is unable to make a Base Rate Loan which notice has
not been withdrawn, AMB LP shall have the right, upon five (5) Business Day’s notice to the
Administrative Agent, to either (x) cause a bank, reasonably acceptable to the Administrative
Agent, to offer to purchase the Commitments of such Bank for an amount equal to such Bank’s
outstanding Loans and to become a Bank hereunder, or to obtain the agreement of one or more
existing Banks to offer to purchase the Commitments of such Bank for such amount, which offer such
Bank is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Bank,
together with interest and all other amounts due thereon, upon which event, such Bank’s Commitment
shall be deemed to be canceled pursuant to Section 2.11(c).




          SECTION 8.2.
Illegality. If, on or after the date of this Agreement, the adoption of any applicable
law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in
the interpretation or administration thereof by any governmental authority, central bank or
comparable agency charged with the interpretation or administration thereof, or compliance by any
Bank (or its Lending Office) with any request or directive (whether or not having the force of law)
made after the Closing Date of any such authority, central bank or comparable agency shall make it
unlawful for any Bank (or its Lending Office) (x) to make, maintain or fund its Yen LIBOR Loans, or (y)
to participate in any Letter of Credit issued by the Fronting






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Bank, or, with respect to the Fronting Bank, to issue a Letter of Credit, the Administrative Agent shall
forthwith give notice thereof to the other Banks and the Credit Parties, whereupon until such Bank
notifies the Credit Parties and the Administrative Agent that the circumstances giving rise to such
suspension no longer exist, the obligation of such Bank in the case of the event described in
clause (x) above to make Yen LIBOR Loans, or in the case of the event described in clause (y)
above, to participate in any Letter of Credit issued by the Fronting Bank or, with respect to the
Fronting Bank, to issue any Letter of Credit, shall be suspended. With respect to Yen LIBOR Loans,
before giving any notice to the Administrative Agent pursuant to this Section, such Bank shall
designate a different Lending Office if such designation will avoid the need for giving such notice
and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. If such
Bank shall determine that it may not lawfully continue to maintain and fund any of its outstanding
Yen LIBOR Loans to maturity and shall so specify in such notice, the applicable Borrower shall be
deemed to have delivered a Notice of Interest Rate Election and such Yen LIBOR Loan shall be
converted as of such date to a Base Rate Loan (without payment of any amounts that such Borrower
would otherwise be obligated to pay pursuant to Section 2.15 hereof with respect to Loans converted
pursuant to this Section 8.2) in an equal principal amount from such Bank (on which interest and
principal shall be payable contemporaneously with the related Yen LIBOR Loans of the other Banks),
and such Bank shall make such a Base Rate Loan (unless such Bank has previously advised the
Administrative Agent and Borrower that it is unable to make a Base Rate Loan, in which event the
Administrative Agent shall determine in good faith the appropriate rate of interest for such Loans
after consultation with the Borrower and such Bank).




          If at any time, it shall be unlawful for any Bank to make, maintain or fund its Yen LIBOR
Loans, AMB LP shall have the right, upon five (5) Business Day’s notice to the Administrative
Agent, to either (x) cause a bank, reasonably acceptable to the Administrative Agent, to offer to
purchase the Commitments of such Bank for an amount equal to such Bank’s outstanding Loans,
together with accrued and unpaid interest thereon, and to become a Bank hereunder, or obtain the
agreement of one or more existing Banks to offer to purchase the Commitments of such Bank for such
amount, which offer such Bank is hereby required to accept, or (y) to repay in full all Loans then
outstanding of such Bank, together with interest due thereon and any and all fees due hereunder,
upon which event, such Bank’s Commitments shall be deemed to be canceled pursuant to Section
2.11(c).




          SECTION 8.3. Increased Cost and Reduced Return.




          (a) If, on or after the date hereof, the adoption or phase in of any applicable law, rule or
regulation, or any change in any applicable law, rule, directive, guideline, decision, or
regulation, or any change in the interpretation, re-interpretation, application or administration
thereof by any governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or





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compliance by any Bank (or its Lending Office) with any request or directive (whether
or not having the force of law) made at the Closing Date of any such authority, central bank
or comparable agency shall impose, modify or deem applicable any reserve (including, without
limitation, any such requirement imposed by the Japanese Central Bank), special deposit, insurance
assessment or similar requirement against assets of, deposits with or for the account of, or credit
extended by, any Bank (or its Lending Office) or shall impose on any Bank (or its Lending Office)
or on the interbank market any other condition materially more burdensome in nature, extent or
consequence than those in existence as of the Effective Date affecting such Bank’s Yen LIBOR Loans,
its Note, or its obligation to make Yen LIBOR Loans, and the result of any of the foregoing is to
increase the cost to such Bank (or its Lending Office) of making or maintaining any Yen LIBOR Loan,
or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office)
under this Agreement or under its Note with respect to such Yen LIBOR Loans, by an amount deemed by
such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the
Administrative Agent), each Borrower shall pay to such Bank such additional amount or amounts
attributable to the Yen LIBOR Loans made to such Borrower (based upon a reasonable allocation
thereof by such Bank to the Yen LIBOR Loans made by such Bank hereunder) as will compensate such
Bank for such increased cost or reduction to the extent such Bank generally imposes such additional
amounts on other borrowers of such Bank in similar circumstances.




          (b) If any Bank shall have reasonably determined that, after the date hereof, the adoption of
any applicable law, rule or regulation regarding capital adequacy, or any change in any such law,
rule or regulation, or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Bank with any request or directive regarding capital
adequacy (whether or not having the force of law) made after the Closing Date of any such
authority, central bank or comparable agency, has or would have the effect of reducing the rate of
return on capital of such Bank (or its Parent) as a consequence of such Bank’s obligations
hereunder to a level below that which such Bank (or its Parent) could have achieved but for such
adoption, change, request or directive (taking into consideration its policies with respect to
capital adequacy) by an amount reasonably deemed by such Bank to be material, then from time to
time, within 15 days after demand by such Bank (with a copy to the Administrative Agent), each
Borrower shall pay to such Bank such additional amount or amounts attributable to the Yen LIBOR
Loans made to such Borrower as will compensate such Bank (or its Parent) for such reduction to the
extent such Bank generally imposes such additional amounts on other borrowers of such Bank in
similar circumstances.




          (c) Each Bank will promptly notify AMB LP and the Administrative Agent of any event of which
it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation
pursuant to this Section and will





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designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable
judgment of such Bank, be otherwise disadvantageous to such Bank. If such Bank shall fail to
notify AMB LP of any such event within ninety (90) days following the end of the month during
which such event occurred, then the applicable Borrower’s and Guarantor’s liability for any amounts
described in this Section incurred by such Bank as a result of such event shall be limited to those
attributable to the period occurring subsequent to the ninetieth (90th) day prior to, but
excluding, the date upon which such Bank actually notified AMB LP of the occurrence of such event.
A certificate of any Bank claiming compensation under this Section and setting forth a reasonably
detailed calculation of the additional amount or amounts to be paid to it hereunder shall be
conclusive in the absence of demonstrable error. In determining such amount, such Bank may use any
reasonable averaging and attribution methods.




          (d) If at any time, any Bank shall be owed amounts pursuant to this Section 8.3, AMB LP shall
have the right, upon five (5) Business Day’s notice to the Administrative Agent to either (x) cause
a bank, reasonably acceptable to the Administrative Agent, to offer to purchase the Commitments of
such Bank for an amount equal to such Bank’s outstanding Loans and to become a Bank hereunder, or
to obtain the agreement of one or more existing Banks to offer to purchase the Commitments of such
Bank for such amount, which offer such Bank is hereby required to accept, or (y) to repay in full
all Loans then outstanding of such Bank, together with interest and all other amounts due thereon,
upon which event, such Bank’s Commitment shall be deemed to be canceled pursuant to Section
2.11(c).




          SECTION 8.4. Taxes.




          (a) Any and all payments by any Credit Party to or for the account of any Bank or the
Administrative Agent hereunder or under any other Loan Document shall be made free and clear of and
without deduction for any and all present or future taxes, duties, levies, imposts, deductions,
charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each
Bank and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it,
by the jurisdiction under the laws of which such Bank or the Administrative Agent (as the case may
be) is organized or any political subdivision thereof and, in the case of each Bank, taxes imposed
on its income, and franchise or similar taxes imposed on it, by the jurisdiction of such Bank’s
Lending Office or any political subdivision thereof or by any other jurisdiction (or any political
subdivision thereof) as a result of a present or former connection between such Bank or
Administrative Agent and such other jurisdiction or by the United States (all such non-excluded
taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter
referred to as “Non-Excluded Taxes”). If a Credit Party shall be required by law to deduct
any Non-Excluded Taxes from or in respect of any sum payable hereunder or under any Note or Letter
of Credit, (i) the sum payable shall be increased as necessary so that






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after making all required deductions (including, without limitation, deductions applicable to additional sums payable under
this Section 8.4) such Bank, the Fronting Bank or the Administrative Agent (as the case may be)
receives an amount equal to the sum it would have received had no such deductions been made, (ii)
the Credit Party shall make such deductions, (iii) the Credit Party shall pay the full amount
deducted to the relevant taxation authority or other authority in accordance with applicable law and (iv)
the Credit Party shall furnish to the Administrative Agent, at its address referred to in Section
9.1, the original or a certified copy of a receipt evidencing payment thereof.




          (b) In addition, each Borrower agrees to pay any present or future stamp or documentary taxes
and any other excise or property taxes, or charges or similar levies which arise from any payment
made hereunder or under any Note made by such Borrower, any Security Documents of such Borrower or
any Letter of Credit issued for the account of such Borrower or from the execution or delivery of,
or otherwise with respect to, this Agreement, any Note made by such Borrower, any Security
Documents of such Borrower or any Letter of Credit issued for the account of such Borrower
(hereinafter referred to as “Other Taxes”).




          (c) In the event that Non-Excluded Taxes not imposed on the Closing Date are imposed, or
Non-Excluded Taxes imposed on the Closing Date increase, the applicable Bank shall notify the
Administrative Agent and the Credit Parties of such event in writing within a reasonable period
following receipt of knowledge thereof. If such Bank shall fail to notify the Credit Parties of
any such event within ninety (90) days following the end of the month during which such event
occurred, then such Credit Partys’ liability for such additional Non-Excluded Taxes incurred by
such Bank as a result of such event (including payment of a make-whole amount under Section
8.4(a)(i)) shall be limited to those attributable to the period occurring subsequent to the
ninetieth (90th) day prior to, but excluding, the date upon which such Bank actually notified the
Credit Parties of the occurrence of such event.




          (d) Each Borrower agrees to indemnify each Bank, the Fronting Bank and the Administrative
Agent for the full amount of Non-Excluded Taxes or Other Taxes for which such Borrower is liable
under this Section 8.4 (including, without limitation, any Non-Excluded Taxes or Other Taxes
imposed or asserted by any jurisdiction on amounts payable under this Section 8.4) paid by such
Bank, the Fronting Bank or the Administrative Agent (as the case may be) and, so long as such Bank,
the Fronting Bank or Administrative Agent has promptly paid any such Non-Excluded Taxes or Other
Taxes, any liability for penalties and interest arising therefrom or with respect thereto. This
indemnification shall be made within 15 days from the date such Bank, the Fronting Bank or the
Administrative Agent (as the case may be) makes demand therefor.





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          (e) Each Bank confirms to the Administrative Agent and to each Credit Party (on the date
hereof or, in the case of a Bank which becomes a party hereto pursuant to a transfer or assignment,
on the date on which the relevant transfer or assignment becomes effective) that it is Qualified
Institutional Investor and each Bank shall promptly notify the Administrative Agent and each Credit
Party if there is any change in its status as a Qualified Institutional Investor.




          (f) Each Bank will promptly on request by any Borrower incorporated under the laws of Japan or
borrowing through its registered branch in Japan take all reasonable steps (if any) required to be taken to establish entitlement to
exemption for such Borrower from withholding under any applicable Japanese laws and any applicable
double tax treaty, including satisfying any reasonable information, reporting or other requirement
and completion and filing of relevant forms, claims, declarations and similar documents and shall
provide such Borrower with copies of all forms, claims, declarations and similar documents filed
for such purpose.




          (g) Each Bank which is established under the laws of a jurisdiction other than Japan and which
is acting hereunder through a Lending Office in Japan agrees that it shall, if necessary, from time
to time obtain from the relevant tax authorities a certificate certifying that such payment
constitutes domestic source income (as provided for in Article 180 of the Income Tax Law (Law No.
33, 1965)) and deliver such certificate to each Borrower as required by Article 180, unless
prevented from so doing as a result of the introduction of, or any change in, or any change in the
interpretation or the application of, any law or regulation or as a result of compliance with any
law or regulation made after the date of this Agreement. Upon reasonable demand by any Credit Party
to the Administrative Agent or any Bank, the Administrative Agent or Bank, as the case may be,
shall deliver to the Credit Party, or to such government or taxing authority as the Credit Party
may reasonably direct, any form or document that may be required or reasonably requested in writing
in order to allow the Credit Party to make a payment to or for the account of such Bank or the
Administrative Agent hereunder or under any other Loan Document without any deduction or
withholding for or on account of any Non-Excluded Taxes or with such deduction or withholding at a
reduced rate (so long as the completion, execution or submission of such form or document would not
materially prejudice the legal or commercial position of the party in receipt of such demand), with
any such form or document to be accurate and completed in a manner reasonably satisfactory to the
Credit Party making such demand and to be executed and to be delivered with any reasonably required
certification.




          (h) For any period with respect to which a Bank has failed to provide any Borrower with the
appropriate form pursuant to Section 8.4(g) (unless such failure is due to a change in treaty, law
or regulation occurring subsequent to the date on which a form originally was required to be
provided), such Bank shall not be entitled to indemnification under Section 8.4(d) with respect to
Non-Excluded Taxes;




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provided, however, that should a Bank, which is otherwise exempt from or
subject to a reduced rate of withholding tax, become subject to Non-Excluded Taxes because of its
failure to deliver a form required hereunder, such Borrower shall take such steps as such Bank
shall reasonably request to assist such Bank to recover such Taxes so long as such Borrower shall
incur no cost or liability as a result thereof.




          (i) If any Borrower is required to pay additional amounts to or for the account of any Bank
pursuant to this Section 8.4, then such Bank will change the jurisdiction of its Lending Office so
as to eliminate or reduce any such additional payment which may thereafter accrue if such change,
in the judgment of such Bank, is not otherwise disadvantageous to such Bank.




          (j) If at any time, any Bank shall be owed amounts pursuant to this Section 8.4, AMB LP shall
have the right, upon five (5) Business Day’s notice to the Administrative Agent to either (x) cause
a bank, reasonably acceptable to the Administrative Agent, to offer to purchase the Commitments of
such Bank for an amount equal to such Bank’s outstanding Loans, and to become a Bank hereunder, or
to obtain the agreement of one or more existing Banks to offer to purchase the Commitments of such
Bank for such amount, which offer such Bank is hereby required to accept, or (y) to repay in full
all Loans then outstanding of such Bank, together with interest and all other amounts due thereon,
upon which event, such Bank’s Commitment shall be deemed to be canceled pursuant to Section
2.11(c).




          SECTION 8.5. Base Rate Loans Substituted for Affected Yen LIBOR Loans. If (i) the obligation of any
Bank to make Yen LIBOR Loans has been suspended pursuant to Section 8.2 or (ii) any Bank has
demanded compensation under Section 8.3 or 8.4 with respect to its Yen LIBOR Loans and any Borrower
shall, by at least five Business Days’ prior notice to such Bank through the Administrative Agent,
have elected that the provisions of this Section shall apply to such Bank, then, unless and until
such Bank notifies such Borrower that the circumstances giving rise to such suspension or demand
for compensation no longer exist:




          (a) such Borrower shall be deemed to have delivered a Notice of Interest Rate Election with
respect to such affected Yen LIBOR Loans and thereafter all Loans which would otherwise be made by
such Bank to such Borrower as Yen LIBOR Loans shall be made instead as Base Rate Loans (unless such
Bank has previously advised the Administrative Agent and Borrower that it is unable to make a Base
Rate Loan, in which event the Administrative Agent shall determine in good faith the appropriate
rate of interest for such Loans after consultation with the Borrower and such Bank); and




          (b) after each of its Yen LIBOR Loans has been repaid, all payments of principal which would
otherwise be applied to repay such Yen LIBOR Loans shall be applied to repay its Base Rate Loans
instead (and after each of its Base





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Rate Loans has been repaid, all payments of principal shall be applied to repay any remaining outstanding Loans), and




          (c) such Borrower will not be required to make any payment which would otherwise be required
by Section 2.15 with respect to such Yen LIBOR Loans converted to Base Rate Loans (or other Loans)
pursuant to clause (a) above.




ARTICLE IX




MISCELLANEOUS



          SECTION 9.1. Notices. All notices, requests and other communications to any party hereunder shall be in
writing (including bank wire, telex, facsimile transmission followed by telephonic confirmation or
similar writing) and shall be given to such party: (x) in the case of each of the Credit Parties,
to AMB LP at its address, telex number or facsimile number set forth on Exhibit G attached hereto, (y)
in the case of the Administrative Agent, at its address, telex number or facsimile number set forth
on Exhibit G attached hereto, or (z) in the case of any Bank, at its address, telex number
or facsimile number set forth in its Administrative Questionnaire. The Administrative Agent agrees
to provide AMB LP with the address, telex number or facsimile number for each Bank. Each such
notice, request or other communication shall be effective (i) if given by telex or facsimile
transmission, when such telex or facsimile is transmitted to the telex number or facsimile number
specified in this Section and the appropriate answerback or facsimile confirmation is received,
(ii) if given by certified registered mail, return receipt requested, with first class postage
prepaid, addressed as aforesaid, upon receipt or refusal to accept delivery, (iii) if given by a
nationally recognized overnight carrier, 48 hours after such communication is deposited with such
carrier with postage prepaid for next day delivery, or (iv) if given by any other means, when
delivered at the address specified in this Section; provided that notices to the Administrative
Agent under Article II or Article VIII shall not be effective until received.




          SECTION 9.2. No Waivers. No failure or delay by the Administrative Agent or any Bank in exercising any
right, power or privilege hereunder or under any Note shall operate as a waiver thereof nor shall
any single or partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein provided shall be
cumulative and not exclusive of any rights or remedies provided by law.




          SECTION 9.3. Expenses; Indemnification.




          (a) The Guarantors and, in the case of clause (iii) below, each Credit Party (provided each
Borrower shall only be liable for the enforcement costs incurred with respect to the Loan
Documents to which such Borrower is a party, provided, further, the Guarantors shall be liable for
all enforcement costs incurred




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with respect to all of the Loan Documents) shall pay within thirty (30) days after written notice from the Administrative Agent, (i) all reasonable out-of-pocket
costs and expenses of the Administrative Agent (including, without limitation, reasonable fees and
disbursements of special counsel Skadden, Arps, Slate, Meagher & Flom LLP ), in connection with the
preparation of this Agreement, the Loan Documents and the documents and instruments referred to
therein, and any waiver or consent hereunder or any amendment hereof or any Default or alleged
Default hereunder, (ii) all reasonable fees and disbursements of special counsel in connection with
the syndication of the Loans, and (iii) if an Event of Default occurs, all reasonable out-of-pocket
expenses incurred by the Administrative Agent and each Bank, including, without limitation, fees
and disbursements of counsel for the Administrative Agent and each of the Banks, in connection with
the enforcement of the Loan Documents including, without limitation, the Notes and Security
Documents and any other instruments referred to therein, and such Event of Default and collection,
bankruptcy, insolvency and other enforcement proceedings resulting therefrom; provided, however,
that the attorneys’ fees and disbursements for which any Credit Party is obligated under this subsection (a)(iii) shall be limited to the reasonable
non-duplicative fees and disbursements of (A) counsel for Administrative Agent and (B) counsel for
all of the Banks as a group; and provided, further, that all other costs and expenses for which any
Credit Party is obligated under this subsection (a)(iii) shall be limited to the reasonable
non-duplicative costs and expenses of Administrative Agent. For purposes of this Section
9.3(a)(iii), (1) counsel for Administrative Agent shall mean a single outside law firm representing
Administrative Agent and (2) counsel for all of the Banks as a group shall mean a single outside
law firm representing such Banks as a group (which law firm may or may not be the same law firm
representing the Administrative Agent).




          (b) Each Borrower agrees to indemnify the Administrative Agent and each Bank, their respective
affiliates and the respective directors, officers, agents and employees of the foregoing (each an
“Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities,
losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees
and disbursements of counsel, which may be incurred by such Indemnitee in connection with any
investigative, administrative or judicial proceeding that may at any time (including, without
limitation, at any time following the payment of the Obligations) be asserted against any
Indemnitee, as a result of, or arising out of, or in any way related to or by reason of, (i) any of
the transactions contemplated by the Loan Documents or the execution, delivery or performance of
any Loan Document, (ii) any violation by such Borrower or its Environmental Affiliates of any
applicable Environmental Law, (iii) any Environmental Claim arising out of the management, use,
control, ownership or operation of property or assets by such Borrower or any of its Environmental
Affiliates, including, without limitation, all on-site and off-site activities of such Borrower or
any of its Environmental Affiliate involving Materials of Environmental Concern, (iv) the breach of
any environmental representation or warranty of such





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Borrower and/or any Guarantor set forth herein, but excluding those liabilities, losses, damages, costs and expenses (a) for which such
Indemnitee has been compensated pursuant to the terms of this Agreement, (b) incurred solely by
reason of the gross negligence, willful misconduct bad faith or fraud of any Indemnitee as finally
determined by a court of competent jurisdiction, (c) arising from violations of Environmental Laws
relating to a Property which are caused by the act or omission of such Indemnitee after such
Indemnitee takes possession of such Property or (d) owing by such Indemnitee to any third party
based upon contractual obligations of such Indemnitee owing to such third party which are not
expressly set forth in the Loan Documents. In addition, the indemnification set forth in this
Section 9.3(b) in favor of any director, officer, agent or employee of Administrative Agent or any
Bank shall be solely in their respective capacities as such director, officer, agent or employee.
Each Borrower’s obligations under this Section shall survive the termination of this Agreement, the
release of a Qualified Borrower pursuant to Section 2.21 and the payment of the Obligations.
Without limitation of the other provisions of this Section 9.3, each Borrower shall indemnify and
hold each of the Administrative Agent and the Banks free and harmless from and against all loss,
costs (including reasonable attorneys’ fees and expenses), expenses, taxes, and damages (including
consequential damages) that the Administrative Agent and the Banks may suffer or incur by reason of the
investigation, defense and settlement of claims and in obtaining any prohibited transaction
exemption under ERISA or the Code necessary in the Administrative Agent’s reasonable judgment by
reason of the inaccuracy of the representations and warranties of such Borrower and/or any
Guarantor.




          SECTION 9.4. Sharing of Set-Offs. In addition to any rights now or hereafter granted under applicable
law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during
the continuance of any Event of Default, each Bank is hereby authorized at any time or from time to
time, without presentment, demand, protest or other notice of any kind to any Credit Party or to
any other Person, any such notice being hereby expressly waived, but subject to the prior consent
of the Administrative Agent, which consent shall not be unreasonably withheld, to set off and to
appropriate and apply any and all deposits (general or special, time or demand, provisional or
final) and any other indebtedness at any time held or owing by such Bank (including, without
limitation, by branches and agencies of such Bank wherever located) to or for the credit or the
account of, any Credit Party against and on account of the Obligations of any Credit Party then due
and payable to such Bank under this Agreement or under any of the other Loan Documents, including,
without limitation, all interests in Obligations purchased by such Bank (provided, however, with
respect to any Borrower Event of Default, each Bank shall have the right to exercise any or all of
the foregoing rights only with respect to the defaulting Borrower and the Obligations of such
defaulting Borrower). Each Bank agrees that if it shall by exercising any right of set-off or
counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and
interest due with respect to any Note held by it or Letter of Credit participated in by it or, in
the case of





109









 







the Fronting Bank, Letter of Credit issued by it, which is greater than the proportion
received by any other Bank or Letter of Credit issued or participated in by such other Bank, the
Bank receiving such proportionately greater payment shall purchase such participations in the Notes
held by the other Banks, and such other adjustments shall be made, as may be required so that all
such payments of principal and interest with respect to the Notes held by the Banks or Letter of
Credit issued or participated in by such other Bank shall be shared by the Banks pro rata; provided
that nothing in this Section shall impair the right of any Bank to exercise any right of set-off or
counterclaim it may have to any deposits not received in connection with the Loans and to apply the
amount subject to such exercise to the payment of indebtedness of any Credit Party other than its
indebtedness under the Notes, the Guaranty or the Letters of Credit. Each Credit Party agrees, to
the fullest extent it may effectively do so under applicable law, that any holder of a
participation in a Note or a Letter of Credit, whether or not acquired pursuant to the foregoing
arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such
participation as fully as if such holder of a participation were a direct creditor of such Credit
Party in the amount of such participation. Notwithstanding anything to the contrary contained
herein, any Bank may, by separate agreement with a Credit Party, waive its right to set off
contained herein or granted by law and any such written waiver shall be effective against such Bank
under this Section 9.4.




          SECTION 9.5. Amendments and Waivers.




          (a) Except as provided below in Section 9.5(b), any provision of this Agreement or the Notes
or the Letters of Credit or other Loan Documents may be amended or waived if, but only if, such
amendment or waiver is in writing and is signed by the Credit Parties and the Majority Banks (and,
if the rights or duties of the Administrative or the Fronting Bank in their capacity as
Administrative Agent or the Fronting Bank, as applicable, including, without limitation, those set
forth in Section 9.16, are affected thereby, by the Administrative Agent or the Fronting Bank, as
applicable); provided that no amendment or waiver with respect to this Agreement, the Notes, the
Letters of Credit or any other Loan Documents shall, unless signed by all the Banks, (i) increase
or decrease the Commitment of any Bank (except for a ratable decrease in the Commitments of all
Banks) or subject any Bank to any additional obligation, (ii) reduce the principal of or rate of
interest on any Loan or any fees hereunder, (iii) postpone the date fixed for any payment of
principal of or interest on any Loan or any fees hereunder or for any reduction or termination of
any Commitment, (iv) change the percentage of the Commitments or of the aggregate unpaid principal
amount of the Notes, or the number of Banks, which shall be required for the Banks or any of them
to take any action under this Section or any other provision of this Agreement, (v) release the
Guaranty or (vi) modify the provisions of this Section 9.5.





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          (b) The provisions in Sections 5.1, 5.8 through 5.14 and 6.1(b) through (i) and (l) through
(r) of this Agreement contain essentially the same provisions with respect to AMB Corporation and
AMB LP as those contained in Sections 5.1, 5.8 through 5.14 and 6.1(b) through (i) and (l) through
(r) of the U.S. Revolving Credit Agreement (the “AMB Revolver Provisions”). In the event
that either Guarantor, Administrative Agent and/or one or more administrative agents under any of
the AMB Credit Agreements propose to modify, waive or restate, or request a consent or approval
with respect to, the AMB Revolver Provisions (and related definitions) in any AMB Credit Agreement
in writing (which may include a written waiver of an existing actual or potential Default or Event
of Default that is intended to be eliminated by such modification, restatement or waiver (other
than an actual Event of Default under Section 6.1(b) with respect to the covenants contained in
Section 5.8 only)) (individually, a “Covenant Modification”) and request corresponding changes to
this Agreement, then any such Covenant Modifications shall be subject to the approval of the
Requisite Lenders and, simultaneously with approval of such Covenant Modifications by the Requisite
Lenders, this Agreement shall be deemed modified or restated, or such waiver, consent or approval
shall be deemed granted, in a manner consistent with such approved Covenant Modifications;
provided, however, that all the Banks shall have received notice of any such proposed Covenant
Modification, together with reasonable time to respond thereto. If requested by a Guarantor or the
Administrative Agent, the Borrower, the Guarantors, the Administrative Agent and each Bank shall
execute and deliver a written amendment to, restatement of, or waiver, consent or approval under,
this Agreement memorializing such modification, restatement, waiver, consent or approval.
Notwithstanding the foregoing, however, nothing in this Section 9.5(b) shall be deemed to affect the rights of
each Bank under subsections (i)-(vi) of the proviso of Section 9.5(a) and no Covenant Modification
shall be deemed to effect a change to such provisions. In addition, the Guarantors will be
obligated to pay to the Administrative Agent and the Banks fees calculated in the same manner as
any and all fees as Guarantors shall pay to the agents and the lenders under the other AMB Credit
Agreements in connection with any such approved Covenant Modification. For the purposes of this
Section 9.5(b), “AMB Credit Agreements” means (i) this Agreement, (ii) the U.S. Revolving
Credit Agreement, (iii) the European Term Credit Agreement, and (iv) any other credit agreement or
loan agreement under which AMB LP is a borrower or guarantor, which contains any financial
covenants applicable to AMB LP that are substantially similar to the financial covenants set forth
in the U.S. Revolving Credit Agreement from the date designated by AMB LP from time to time in a
written notice to the Administrative Agent until the date AMB LP revokes such designation in a
written notice to the Administrative Agent, in each case, as any of the foregoing may be further
amended, amended and restated, replaced, refinanced, supplemented or otherwise modified from time
to time. In addition, for the purposes of this Section 9.5(b) only, “Requisite Lenders”
means at any time the lenders (including the Banks) having at least 51% of the aggregate amount of
(i) all commitments under any Credit Agreement for which the lender commitments are still in
effect, and (ii) the aggregate






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unpaid principal amount of the loans under any Credit Agreement under which the lender commitments have been terminated. For purposes of calculating the Requisite
Lenders, (x) in the case of swingline loans, the amount of each lender’s funded participation
interest in such swingline loans shall be considered as if it were a direct loan and not a
participation interest, and the aggregate amount of swingline loans owing to the swingline lender
shall be considered as reduced by the amount of such funded participation interests, and (y) in the
case of letters of credit, the amount of each lender’s participation. in any such letter of credit
shall be considered as if it were a direct loan from such lender.




          (c) The parties hereto agree and acknowledge that the Borrower and the Guarantors have
requested, and the Banks have agreed, that this Agreement shall be modified for the following
purposes: (i) to permit, at Borrower’s option, borrowings (including Letters of Credit) denominated
in Hong Kong Dollars and/or Singapore Dollars (and such other alternate currencies in such amounts
as may be agreed upon by Borrower and the applicable Participating Banks (as defined below) in such
alternate currencies) (each, an “Alternate Currency”) as agreed by the Participating Banks
in their sole discretion so long as (i) such currency is freely transferable and freely convertible
to Yen and (ii) AMB LP’s credit rating is investment grade from either S&P or Moody’s, (ii) to
permit the use of the proceeds for the acquisition and development of real estate properties, or
for other real estate purposes, in the countries in which any other Alternate Currency is the
lawful currency, (iii) to permit the admission of one or more entities satisfying the definition of
Qualified Borrower as Qualified Borrowers for the purpose of facilitating real estate investments
in Japan or other regions of Asia in which any Alternate Currency is the lawful currency, (iv) to
provide for the interest rate with respect to borrowings denominated in Hong Kong Dollars to be HIBOR plus the Applicable Margin, the interest rate
with respect to borrowings denominated in Singapore Dollars to be SIBOR plus the Applicable Margin
and, with respect to any other Alternate Currency, to specify the interest types and rates
applicable to borrowings in each other Alternate Currency as agreed to by the Guarantors and the
Participating Banks in such Alternate Currency, (v) to provide that borrowings (including Letters
of Credit) in any Alternate Currency shall be made from the applicable Participating Banks as part
of their existing Commitments so that the Yen equivalent amount of the principal amount of the
Committed Loans by such Bank together with the Yen equivalent amount of such Bank’s Pro Rata Share
of the outstanding Letter of Credit Usage shall not exceed the amount of its Commitment, (vi) to
the extent that borrowings (including Letters of Credit) denominated in Yen or any Alternate
Currency of any Participating Bank would not permit such Bank to participate on a full Pro Rata
Share basis in any borrowings (including Letters of Credit) denominated in Yen, to permit such
borrowings (including Letters of Credit) denominated in Yen to be on a pro rata basis until the
Commitment of any such Participating Bank has been reached and thereafter to be made on a pro rata
basis only among the remaining Banks whose Commitments have not yet been reached, (vii) to the
extent that borrowings (including Letters of






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Credit) denominated in Yen of any Participating Bank would not permit such Bank to fully participate in any borrowings (including Letters of Credit)
denominated in an Alternate Currency, to permit borrowings (including the reallocation of Bank
participations in Letters of Credit) denominated in Yen from the non Participating Banks in order
to repay existing borrowings (including the reduction of any Participating Bank’s participation in
Letters of Credit denominated in Yen) of such Participating Banks in order to permit such
Participating Banks to participate to the fullest extent possible in such borrowings (including
Letters of Credit) denominated in an Alternate Currency, and (viii) to provide that the Yen
equivalent of all outstanding borrowings (including Letters of Credit) denominated in an Alternate
Currency shall be calculated by the Administrative Agent monthly and at the time of each borrowing
and that (A) if at any time the Yen equivalent of all outstanding borrowings (including Letters of
Credit) in any Alternate Currency shall exceed 105% the maximum amount permitted for such Alternate
Currency, then the Guarantors, within three (3) Business Days after notice thereof from the
Administrative Agent, shall repay (or cause the applicable Borrowers to repay) all or a portion of
such borrowings (or reduce the amount of outstanding Letters of Credit denominated in such
Alternate Currency) in such amount so that the aggregate thereof shall not exceed the maximum
permitted, (B) if at any such time the Yen equivalent of the sum of (i) all outstanding Loans, and
(ii) the outstanding Yen equivalent of the Letter 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 the Administrative Agent, shall repay (and cause
the applicable Borrowers to repay) all or a portion of such Loans (or reduce the amount of
outstanding Letters of Credit), otherwise in accordance with the applicable terms of this
Agreement, in such amount so that, following the making of such payment or reduction, the Yen
equivalent outstanding of such Loans and Letter of Credit Usage does not exceed the Facility Amount
(such amendment, the “Amendment”). Any Bank which is a party to this Agreement prior to the Amendment, at its sole discretion, may elect (but shall have no
obligation) to participate in and make available borrowings in any Alternate Currency (each a
“Participating Bank” as to such Alternate Currency). Notwithstanding anything to the
contrary contained in this Agreement, the Amendment shall only require the approval of the
Participating Banks as to any Alternate Currency and the Amendment shall not require the consent of
those Banks who elect to not so participate. Borrower shall reimburse the Banks for all costs
actually incurred by the Banks in connection with the Amendment as contemplated by this Section
9.5(c). With respect to any Alternate Currency, the Borrower and the Banks agree to use good faith
efforts to finalize and execute the Amendment providing for such Alternate Currency within 180 days
of the date that Borrower delivers to the Administrative Agent a request for such Alternate
Currency and shall use commercially reasonable efforts to finalize and execute any additional
agreements reasonably requested by the Administrative Agent to evidence the transactions
contemplated hereby and thereby.




          SECTION 9.6. Successors and Assigns.





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          (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, except that the Credit Parties may not
assign or otherwise transfer any of their rights under this Agreement or the other Loan Documents
without the prior written consent of all Banks and the Administrative Agent and a Bank may not
assign or otherwise transfer any of its interest under this Agreement except as permitted in
subsection (b) and (c) of this Section 9.6.




          (b) Prior to the occurrence of a Guarantor Event of Default, any Bank may at any time, grant
to an existing Bank, one or more banks, finance companies, insurance companies or other financial
institutions which are Qualified Institutional Investors (a “Participant”) in minimum
amounts of not less than JPY350,000,000 (or any lesser amount in the case of participations to an
existing Bank) participating interests in its Commitment or any or all of its Loans. After the
occurrence and during the continuance of a Guarantor Event of Default, any Bank may at any time
grant to any Person in any amount (also a “Participant”), participating interests in its
Commitment or any or all of its Loans. Any participation made during the continuation of a
Guarantor Event of Default shall not be affected by the subsequent cure of such Guarantor Event of
Default. In the event of any such grant by a Bank of a participating interest to a Participant,
whether or not upon notice to the Credit Parties and the Administrative Agent, such Bank shall
remain responsible for the performance of its obligations hereunder, and the Credit Parties and the
Administrative Agent shall continue to deal solely and directly with such Bank in connection with
such Bank’s rights and obligations under this Agreement. Any agreement pursuant to which any Bank
may grant such a participating interest shall provide that such Bank shall retain the sole right
and responsibility to enforce the obligations of the Credit Parties hereunder including, without
limitation, the right to approve any amendment, modification or waiver of any provision of this
Agreement; provided that such participation agreement may provide that such Bank will not agree
to any modification, amendment or waiver of this Agreement described in clause (i), (ii),
(iii), (iv) or (v) of Section 9.5 without the consent of the Participant. The Credit Parties agree
that each Participant shall, to the extent provided in its participation agreement, be entitled to
the benefits of Article VIII with respect to its participating interest.




          (c) Any Bank may at any time assign to a Qualified Institution (in each case, an
“Assignee”) (i) prior to the occurrence of a Guarantor Event of Default, in minimum amounts
of not less than JPY350,000,000 and integral multiple of JPY1,000,000 thereafter (or any lesser
amount in the case of assignments to an existing Bank) and (ii) after the occurrence and during the
continuance of a Guarantor Event of Default, in any amount, all or a proportionate part of all, of
its rights and obligations under this Agreement, the Notes and the other Loan Documents, and, in
either case, such Assignee shall assume such rights and obligations, pursuant to a Transfer
Supplement in substantially the form of Exhibit H hereto executed by such





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Assignee and such transferor Bank; provided, that such assignment shall be subject to the
Administrative Agent’s, the Fronting Bank’s and, if no Guarantor Event of Default shall have
occurred and be continuing, AMB LP’s consent, which consents shall not be unreasonably withheld or
delayed; and provided further that if an Assignee is an affiliate of such transferor Bank (unless
such transferor Bank is a Defaulting Bank) or was a Bank (unless such Bank is a Defaulting Bank)
immediately prior to such assignment, AMB LP’s consent shall not be required. Upon execution and
delivery of such instrument and payment by such Assignee to such transferor Bank of an amount equal
to the purchase price agreed between such transferor Bank and such Assignee, such Assignee shall be
a Bank party to this Agreement and shall have all the rights and obligations of a Bank with a
Commitment as set forth in such instrument of assumption, and no further consent or action by any
party shall be required and the transferor Bank shall be released from its obligations hereunder to
a corresponding extent. Upon the consummation of any assignment pursuant to this subsection (c),
the transferor Bank, the Administrative Agent and each Borrower shall make appropriate arrangements
so that, if required and in accordance with Section 2.6 hereof, a new Note is issued to the
Assignee. In connection with any such assignment (other than an assignment by a Bank to an
affiliate), the transferor Bank shall pay to the Administrative Agent an administrative fee for
processing such assignment in the amount of US$3,500. If the Assignee is established under the
laws of a jurisdiction other than Japan and is acting hereunder through a Lending Office in Japan,
it shall deliver to AMB LP and the Administrative Agent a certificate from the relevant tax
authorities certifying that any and all payments by a Credit Party to or for the account of the
Assignee constitutes domestic source income (as provided for in Article 180 of the Income Tax Law
(Law No. 33, 1965)) in accordance with Section 8.4. Any assignment made during the continuation of
a Guarantor Event of Default shall not be affected by any subsequent cure of such Guarantor Event
of Default.




          (d) No Assignee, Participant or other transferee of any Bank’s rights shall be entitled to
receive any greater payment under Section 8.3 or 8.4 than such Bank would have been entitled to
receive with respect to the rights transferred, unless such transfer is made with AMB LP’s prior
written consent or by reason of the provisions of Section 8.2, 8.3 or 8.4 requiring such Bank to
designate a different Lending Office under certain circumstances or at a time when the
circumstances giving rise to such greater payment did not exist.



          (e) No Assignee of any rights and obligations under this Agreement shall be permitted to
further assign less than all of such rights and obligations. No participant in any rights and
obligations under this Agreement shall be permitted to sell subparticipations of such rights and
obligations.



          (f) Anything in this Agreement to the contrary notwithstanding, so long as no Guarantor Event
of Default shall have occurred and be continuing, no Bank shall be permitted to enter into an
assignment of, or sell a participation interest in, its



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rights and obligations hereunder which would result in such Bank holding a Commitment without
participants of less than JPY350,000,000 unless as a result of a cancellation or reduction of the
aggregate Commitments (or in the case of the
Administrative Agent, less than the Commitment of any other Bank); provided, however, that no
Bank shall be prohibited from assigning its entire Commitment so long as such assignment is
otherwise permitted under this Section 9.6.




          SECTION
9.7. Collateral. Each of the Banks represents to the Administrative Agent and each of the other
Banks that it in good faith is not relying upon any “margin stock” (as defined in Regulation U) as
collateral in the extension or maintenance of the credit provided for in this Agreement.




          SECTION
9.8. Governing Law; Submission to Jurisdiction; Judgment Currency. (a) THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL
BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK PURSUANT TO
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO
THE PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW).




          (b) Any legal action or proceeding with respect to this Agreement or any other Loan Document
and any action for enforcement of any judgment in respect thereof may be brought in the courts of
the State of New York or of the United States of America for the Southern District of New York,
and, by execution and delivery of this Agreement, each Credit Party hereby accepts for itself and
in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of the
aforesaid courts and appellate courts from any thereof. Each Credit Party irrevocably consents to
the service of process out of any of the aforementioned courts in any such action or proceeding by
the hand delivery, or mailing of copies thereof by registered or certified mail, postage prepaid,
to the Credit Parties at its address set forth below or in the applicable Qualified Borrower
Joinder Agreement. Each Credit Party hereby irrevocably waives any objection which it may now or
hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of
or in connection with this Agreement or any other Loan Document brought in the courts referred to
above and hereby further irrevocably waives and agrees not to plead or claim in any such court that
any such action or proceeding brought in any such court has been brought in an inconvenient forum.
Nothing herein shall affect the right of the Administrative Agent to serve process in any other
manner permitted by law or to commence legal proceedings or otherwise proceed against any Credit
Party in any other jurisdiction.



          (c) If for the purpose of obtaining judgment in any court it is necessary to convert a sum due
hereunder in one currency into another currency, the



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parties hereto agree, to the fullest extent that they may effectively do so under applicable
law, that the rate of exchange used shall be the spot rate at which in accordance with normal
banking procedures the first currency could be purchased in New York City with such other currency
by the person obtaining such judgment on the Business Day preceding that on which final judgment is
given.




          (d) The parties agree, to the fullest extent that they may effectively do so under applicable
law, that the obligations of the Credit Parties to make payments in any currency of the principal
of and interest on the Loans of any Borrower and any other amounts due from each Credit Party
hereunder to the Administrative Agent as provided herein (i) shall not be discharged or satisfied
by any tender, or any recovery pursuant to any judgment (whether or not entered in accordance with
Section 9.8(c)), in any currency other than the relevant currency, except to the extent that such
tender or recovery shall result in the actual receipt by the Administrative Agent at its relevant
office on behalf of the Banks of the full amount of the relevant currency expressed to be payable
in respect of the principal of and interest on the Loans and all other amounts due hereunder (it
being assumed for purposes of this clause (i) that the Administrative Agent will convert any amount
tendered or recovered into the relevant currency on the date of such tender or recovery), (ii)
shall be enforceable as an alternative or additional cause of action for the purpose of recovering
in the relevant currency the amount, if any, by which such actual receipt shall fall short of the
full amount of the relevant currency so expressed to be payable and (iii) shall not be affected by
an unrelated judgment being obtained for any other sum due under this Agreement.



          SECTION
9.9. Counterparts; Integration; Effectiveness. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Agreement constitutes the entire agreement and
understanding among the parties hereto and supersedes any and all prior agreements and
understandings, oral or written, relating to the subject matter hereof. This Agreement shall
become effective upon receipt by the Administrative Agent and the Credit Parties of counterparts
hereof signed by each of the parties hereto (or, in the case of any party as to which an executed
counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory
to it of telegraphic, telex or other written confirmation from such party of execution of a
counterpart hereof by such party).




          SECTION
9.10. WAIVER OF JURY TRIAL. EACH CREDIT PARTY, THE ADMINISTRATIVE AGENT AND THE BANKS HEREBY
IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.




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          SECTION
9.11. Survival. All indemnities set forth herein shall survive the execution and delivery of
this Agreement and the other Loan Documents and the making and repayment of the Loans hereunder.




          SECTION
9.12. Intentionally Deleted.




          SECTION
9.13. Limitation of Liability. No claim may be made by any Credit Party or any other Person
acting by or through Borrower against the Administrative Agent or any Bank or the affiliates,
directors, officers, employees, attorneys or agent of any of them for any punitive damages in
respect of any claim for breach of contract or any other theory of liability arising out of or
related to the
transactions contemplated by this Agreement or by the other Loan Documents, or any act, omission or
event occurring in connection therewith; and Borrower hereby waives, releases and agrees not to sue
upon any claim for any such damages, whether or not accrued and whether or not known or suspected
to exist in its favor.




          SECTION
9.14. Recourse Obligation. This Agreement and the Obligations hereunder are fully recourse to
the Credit Parties. Notwithstanding the foregoing, no recourse under or upon any obligation,
covenant, or agreement contained in this Agreement shall be had against any officer, director,
shareholder or employee of any Credit Party or any general partner of any Credit party (other than
AMB Corporation as the General Partner of AMB LP), in each case except in the event of fraud or
misappropriation of funds on the part of such officer, director, shareholder or employee or such
general partner.




          SECTION
9.15. Confidentiality. The Administrative Agent and each Bank shall use reasonable efforts to
assure that information about the Credit Parties and their Subsidiaries and Investment Affiliates,
and the Properties thereof and their operations, affairs and financial condition, not generally
disclosed to the public, which is furnished to Administrative Agent or any Bank pursuant to the
provisions hereof or any other Loan Document is used only for the purposes of this Agreement and
shall not be divulged to any Person other than the Administrative Agent, the Banks, and their
affiliates and respective officers, directors, employees and agents who are actively and directly
participating in the evaluation, administration or enforcement of the Loan and other transactions
between such Bank and the Credit Parties, except: (a) to their attorneys and accountants, (b) in
connection with the enforcement of the rights and exercise of any remedies of the Administrative
Agent and the Banks hereunder and under the other Loan Documents, (c) in connection with
assignments and participations and the solicitation of prospective assignees and participants
referred to in Section 9.6 hereof, who have agreed in writing to be bound by a confidentiality
agreement substantially equivalent to the terms of this Section 9.15, and (d) as may otherwise be
required or requested by any regulatory authority having jurisdiction over the Administrative Agent
or any Bank or by any applicable law, rule, regulation or judicial process (but only to the extent
not in violation, conflict or inconsistent with





118









 







the applicable regulatory requirement, request, summons or subpoena); provided, however, that in
the event a Bank receives a summons or subpoena to disclose confidential information to any party,
such Bank shall, if legally permitted, endeavor to notify AMB LP thereof as soon as possible after
receipt of such request, summons or subpoena and the Credit Parties shall be afforded an
opportunity to seek protective orders, or such other confidential treatment of such disclosed
information, as the Credit Parties and Administrative Agent may deem reasonable.




          SECTION
9.16. Defaulting Banks. Notwithstanding any provision of this Agreement to the contrary, if any
Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank
is a Defaulting Bank:




          (a) fees shall cease to accrue on the Commitment of such Defaulting Bank pursuant to Section
2.9(a);



          (b) the Commitment of such Defaulting Bank shall not be included in determining whether the
Majority Banks have taken or may take any action hereunder (including any consent to any amendment,
waiver or other modification pursuant to Section 9.5); except (i) such Defaulting Bank’s Commitment
may not be increased or extended without its consent and (ii) the principal amount of, or interest
or fees payable on, Loans or Letters of Credit may not be reduced or excused or the scheduled date
of payment may not be postponed as to such Defaulting Bank (except as otherwise provided herein)
without such Defaulting Bank’s consent; and



          (c) if any Letters of Credit are outstanding at the time such Bank becomes a Defaulting Bank
then:




(i) provided that no Default or Event of Default shall have occurred and be
outstanding as of the date on which the applicable Bank becomes a Defaulting
Lenders, all or any part of the obligations of such Defaulting Bank under any
such Letter of Credit shall be reallocated among the non-Defaulting Banks in
accordance with their respective Pro Rata Share but only to the extent the sum
of all non-Defaulting Banks’ outstanding Commitments (it being understood that
under no circumstances shall any Bank at any time be liable for any amounts in
excess of its Commitment) plus such Defaulting Bank’s obligations under such
Letters of Credit does not exceed the total of all non-Defaulting Banks’
Commitments;




(ii) if the reallocation described in clause (i) above cannot, or can only
partially, be effected, the Borrower shall within five (5) Business Day
following notice by the Administrative Agent cash collateralize for the benefit
of the Fronting Bank only the Borrower’s obligations corresponding to such
Defaulting Bank’s Pro Rata Share of all outstanding Letters of Credit (such
Defaulting Bank’s “LC



119









 






Exposure”) (after giving effect to any partial reallocation pursuant to clause
(i) above) (such Defaulting Bank’s “Collateralized LC Exposure”) by paying to
the Administrative Agent on behalf of the Fronting Bank, for deposit in the
Letter of Credit Collateral Account, Letter of Credit Collateral in an amount
equal to the Defaulting Bank’s Collaterized LC Exposure. Interest shall accrue
on such Letter of Credit Collateral in accordance with the provisions of Section
6.7. Such Letter of Credit Collateral shall be held and applied for the benefit
of the Fronting Bank only and otherwise in accordance with the provisions of
Section 6.7 for so long as such Letters of Credit are outstanding;




(iii) if the Borrower cash collateralizes any portion of such Defaulting Bank’s
LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to
pay any fees to such Defaulting Bank pursuant to Section 2.9(b) with respect to
such Defaulting Bank’s Pro Rata Share of the Letters of Credit during the period
such
Defaulting Bank’s Pro Rata Share of the Letters of Credit is cash
collateralized;




(iv) if the LC Exposure of the non-Defaulting Banks is reallocated pursuant to
clause (i) above, then the fees payable to the Banks pursuant to Section 2.9(a)
and Section 2.9(b) shall be adjusted in accordance with such non-Defaulting
Banks’ Pro Rata Shares; and




(v) if all or any portion of such Defaulting Bank’s Pro Rata Share of all
outstanding Letters of Credit is neither reallocated nor cash collateralized
pursuant to clause (i) or (ii) above, then, without prejudice to any rights or
remedies of the Fronting Bank or any other Bank hereunder, all Facility Fees
that otherwise would have been payable to such Defaulting Bank (solely with
respect to the portion of such Defaulting Bank’s Commitment that was utilized by
such Letters of Credit) and Letter of Credit Fees payable under Section 2.9(b)
with respect to such Defaulting Bank’s obligations under the Letters of Credit
shall be payable to the Fronting Bank until and to the extent that such
obligations under the Letters of Credit are reallocated and/or cash
collateralized; and




(vi) so long as such Bank is a Defaulting Bank, the Fronting Bank shall not be
required to issue, amend or increase any Letter of Credit, unless it is
satisfied that the related LC Exposure of the Defaulting Bank will be 100%
covered by the Commitments of the non-Defaulting Banks and/or cash
collateralized in accordance with this Section 9.16(c)(ii), and participating
interests in any newly



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issued or increased Letter of Credit shall be allocated among non-Defaulting
Banks in a manner consistent with Section 9.16(c)(i) (and such Defaulting Bank
shall not participate therein).



          (d) In the event that the Administrative Agent, the Borrower and the Fronting Bank each agrees
that a Defaulting Bank has adequately remedied all matters that caused such Bank to be a Defaulting
Bank, then the obligations under the Letters of Credit of the Banks shall be readjusted to reflect
the inclusion of such Bank’s Commitment and on such date such Bank shall purchase at par such of
the Loans of the other Banks as the Administrative Agent shall determine may be necessary in order
for such Bank to hold such Loans in accordance with its Pro Rata Share and all Letter of Credit
Collateral deposited or then held with respect to such Bank’s LC Exposure shall be delivered to the
Borrower.



          (e) If at any time any Bank becomes a Defaulting Bank, then until such time as such Defaulting
Bank has adequately remedied all matters required under and in accordance with Section 9.16(d), the
Borrower shall have the right, upon five (5) Business Days’ notice to the Administrative Agent to
either (x) cause a bank, reasonably acceptable to the Administrative Agent, to offer to purchase
the Commitments of such Defaulting Bank for an amount equal to such Defaulting Bank’s outstanding
Loans, and to become a Bank hereunder, or to obtain the agreement of one
or more existing Banks to offer to purchase the Commitments of such Defaulting Bank for such
amount, which offer such Defaulting Bank is hereby required to accept, or (y) to repay in full all
Loans then outstanding of such Defaulting Bank, together with interest and all other amounts due
thereon, upon which event, such Defaulting Bank’s Commitment shall be deemed to be cancelled
pursuant to Section 2.11(e).



          (f) Without limitation of any other provision of this Agreement, each Bank hereby irrevocably
appoints the Administrative Agent and its officers and agents, until the expiration of the Term, as
such Bank’s true and lawful attorney-in-fact (which appointment is coupled with an interest and is
irrevocable), with full power of substitution, to, after any Bank has become a Defaulting Bank,
sign the name of such Defaulting Bank on any Consent and to deliver such Consent to any Qualified
Borrower that is a TMK if such Consent is required to be delivered pursuant to the terms of this
Agreement.



          SECTION
9.17. Banks’ ERISA Covenant. Each Bank, by its signature hereto or on the applicable Transfer
Supplement, hereby agrees (a) that on the date any Loan is disbursed hereunder no portion of such
Bank’s Pro Rata Share of such Loan will constitute “assets” within the meaning of 29 C.F.R. §
2510.3-101 of an “employee benefit plan” within the meaning of Section 3(3) of ERISA or a “plan”
within the meaning of Section 4975(e)(1) of the Code, and (b) that following such date such Bank
shall not allocate such Bank’s Pro Rata Share of any Loan to an account of such Bank if such
allocation (i) by itself would cause such Pro Rata Share of such Loan to





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then constitute “assets” (within the meaning of 29 C.F.R. § 2510.3-101) of an “employee benefit
plan” within the meaning of Section 3(3) of ERISA or a “plan” within the meaning of Section
4975(e)(1) of the Code and (ii) by itself would cause such Loan to constitute a prohibited
transaction under ERISA or the Code (which is not exempt from the restrictions of Section 406 of
ERISA and Section 4975 of the Code and the taxes and penalties imposed by Section 4975 of the Code
and Section 502(i) of ERISA) or Administrative Agent or any Bank being deemed in violation of
Section 404 of ERISA.




          SECTION
9.18. Bank Ceasing to be a Qualified Institutional Investor.




          (a) Each Bank agrees that it shall immediately provide notice to the Administrative Agent and
AMB LP upon its receipt of knowledge that it will cease to be a Qualified Institutional Investor
pursuant to the applicable laws of Japan.



          (b) In the event that during the Term any Bank ceases to be a Qualified Institutional Investor
(such Bank, the “Non-QII Bank”), (i) the Non-QII Bank shall immediately provide notice thereof to
the Administrative Agent and AMB LP (to the extent the Non-QII Bank has not already provided such
notice pursuant to 9.18(a) above) and (ii) regardless of whether the Non-QII Bank has actually
delivered any such notice to the Administrative Agent and/or AMB LP, the Administrative Agent shall
have the immediate right, and shall use best efforts, to cause the Non-QII Bank to assign to a
Qualified Institution all of the Non-QII Bank’s rights and obligations under this Agreement, the
Notes and the other Loan Documents in
accordance with Section 9.6(c), subject to the terms and conditions of Article 9.6, as
applicable.



          (c) In the event the Administrative Agent is unable to cause the assignment of the Non-QII
Bank’s rights and obligations under this Agreement, the Notes and the other Loan Documents, and
provided that the total amount of Commitments outstanding with respect all of the Banks other than
the Non-QII Bank (such Banks, the “QII Banks”) exceeds the total outstanding Loans of the Non-QII
Bank as of such date, each of the Borrowers shall be deemed to have made a Base Rate Borrowing for
the amount of such outstanding Commitments necessary to pay in full the total outstanding Loans of
the Non-QII Bank (and each of the Borrowers shall be deemed to have timely given a Notice of
Borrowing pursuant to Section 2.2 and all other conditions to such Borrowing shall be deemed waived
or satisfied) (unless any Bank has previously advised the Administrative Agent and Borrower that it
is unable to make a Base Rate Loan and such notice has not been withdrawn, in which event each of
the Borrowers shall be deemed to have made a Yen LIBOR Borrowing with an Interest Period of 7 days
(provided if such Interest Period is not available from all Banks, such Borrower shall be deemed to
have elected an Interest Period of 30 days) for the amount of such outstanding Commitments
necessary to pay in full the total outstanding Loans of the Non-QII Bank (and each of the Borrowers
shall be deemed



122









 




to have timely given a Notice of Borrowing pursuant to Section 2.2 and all other conditions to
such Borrowing shall be deemed waived or satisfied)). Such Borrowings shall be used to pay the
Non-QII Bank’s Loans in full. Upon payment in full of the Loans of the Non-QII Bank, the Non-QII
Bank shall cease to be a Bank hereunder.




          (d) In the event the Administrative Agent is unable to cause the assignment of the Non-QII
Bank’s rights and obligations under this Agreement, the Notes and the other Loan Documents, and the
total outstanding Loans of the Non-QII Bank exceed the total amount of Commitments outstanding with
respect all of the QII Banks as of such date, each of the Borrowers shall be deemed to have made a
Base Rate Borrowing for the total amount of such outstanding Commitments (and each of the Borrowers
shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.2 and all other
conditions to such Borrowing shall be deemed waived or satisfied) (unless any Bank has previously
advised the Administrative Agent and Borrower that it is unable to make a Base Rate Loan and such
notice has not been withdrawn, in which event each of the Borrowers shall be deemed to have made a
Yen LIBOR Borrowing with an Interest Period of 7 days (provided if such Interest Period is not
available from all Banks, such Borrower shall be deemed to have elected an Interest Period of 30
days) for the total amount of such outstanding Commitments (and each of the Borrowers shall be
deemed to have timely given a Notice of Borrowing pursuant to Section 2.2 and all other conditions
to such Borrowing shall be deemed waived or satisfied)). Such Borrowings shall be applied toward
the payment of the Non-QII Bank’s Loans and AMB LP shall pay the balance of the Non-QII Bank’s
Loans to the extent AMB LP has funds available. To the extent AMB LP does not have funds available
to pay the balance of the Non-QII Bank’s Loans, the Administrative Agent and the Banks shall use
reasonable efforts in accordance with
applicable laws to reallocate among the Borrowers the remaining outstanding Loans of the
Non-QII Bank in such a manner as to minimize the tax liability to the Credit Parties. Upon payment
in full of the Loans of the Non-QII Bank, the Non-QII Bank shall cease to be a Bank hereunder.



          (e) Notwithstanding anything to the contrary contained herein, AMB LP shall have the right at
any time to pay in full the Loans of any Non-QII Bank.



          SECTION
9.19. Intentionally Deleted.




          SECTION
9.20. Intentionally Deleted.




          SECTION
9.21. USA Patriot Act. Each Bank hereby notifies each Borrower that pursuant to the requirements
of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the
“Act”), it is required to obtain, verify and record information that identifies the Credit
Parties, which information includes the name and address of each Credit Party and other information
that will allow such Bank to identify each Credit Party in accordance with the Act.




123









 








          SECTION
9.22. OFAC List.




          (a) The Guarantors certify to the Administrative Agent and each Bank that neither they nor any
Borrower has been designated as a “specially designated national and blocked person” on the most
current list published by the U.S. Treasury Department Office of Foreign Assets Control at its
official website, http://www.treas.gov/ofac/t11sdn.pdf or at any replacement website or
other replacement official publication of such list (the “OFAC List”). Upon the request of
Administrative Agent given at reasonable intervals, each Guarantor will update the foregoing
information.



          (b) Each of the Administrative Agent and each Bank certify to the Guarantors and each Borrower
that it has not been designated as a “specially designated national and blocked person” on the OFAC
list. Upon the request of any Guarantor or Borrower given at reasonable intervals, the
Administrative Agent or any Bank will update the foregoing information.



124









 





          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers outside of Japan as of the day and year first above written.






INITIAL BORROWER:



AMB JAPAN FINANCE Y.K.,

a Japan tokurei yugen kaisha

Sanno Park Tower

11-1 Nagatacho 2-chome

Chiyoda-ku, Tokyo

Michael Augustus Evans

Director





















Signature Page to Revolving Credit Agreement







 









 








	 	 	 	 	 
	 	GUARANTORS:


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

 	 
	 	By: 	AMB PROPERTY CORPORATION, a Maryland	 
	 	 	corporation and its sole general partner 	 



	 	 	 	 	 
	 	By:  	/s/
Thomas S. Olinger 
 	 
	 	 	Name:  	Thomas S. Olinger 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	AMB PROPERTY CORPORATION, a Maryland corporation

 	 
	 	By:  	/s/
Thomas S. Olinger 	 
	 	 	Name:  	Thomas S. Olinger 	 
	 	 	Title:  	Chief Financial Officer 	 



Signature Page to Revolving Credit Agreement




 









 






	 	 	 	 	 
	 	SUMITOMO MITSUI BANKING CORPORATION, 

as Administrative
Agent and a Bank

 	 
	 	By:  	/s/
William G. Karl	 
	 	 	Name:  	William G. Karl	 
	 	 	Title:  	General Manager	 
	 
	 	TOTAL COMMITMENT: JPY8,500,000,000 	 



Signature Page to Revolving Credit Agreement




 









 






	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA, as Documentation 
Agent and a
Bank

 	 
	 	By:  	/s/
William
G. Said	 
	 	 	Name:  	William
G. Said	 
	 	 	Title:  	Vice President & Country Head	 
	 
	 	TOTAL COMMITMENT: JPY5,500,000,000 	 



Signature Page to Revolving Credit Agreement




 









 






	 	 	 	 	 
	 	MIZUHO CORPORATE BANK, LTD, as Documentation 

Agent and a Bank

 	 
	 	By:  	/s/
Noel Purcell	 
	 	 	Name:  	Noel Purcell	 
	 	 	Title:  	Authorized Signatory	 
	 
	 	TOTAL COMMITMENT: JPY5,500,000,000 	 




Signature Page to Revolving Credit Agreement




 











 





	 	 	 	 	 
	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as

Documentation Agent and a Bank

 	 
	 	By:  	/s/
John Feeney	 
	 	 	Name:  	John Feeney	 
	 	 	Title:  	Vice President	 
	 
	 	TOTAL COMMITMENT: JPY5,000,000,000
 	 



Signature Page to Revolving Credit Agreement








 









 








	 	 	 	 	 
	 	SOCIETE GENERALE, as Documentation 

Agent and a Bank

 	 
	 	By:  	/s/
Daniel Hwang	 
	 	 	Name:  	Daniel Hwang	 
	 	 	Title:  	Director	 
	 
	 	TOTAL COMMITMENT: JPY5,000,000,000
 	 



Signature Page to Revolving Credit Agreement







 









 








	 	 	 	 	 
	 	ING BANK N.V., as Managing 

Agent and a Bank

 	 
	 	By:  	/s/ Riko Kikuchi
	 
	 	 	Name:  	Riko Kikuchi	 
	 	 	Title:  	Vice President	 
	 
	 	By:  	/s/
Tomomichi Kageyama
	 
	 	 	Name:  	Tomomichi Kageyama	 
	 	 	Title:  	Director	 
	 
	 	TOTAL COMMITMENT: JPY4,000,000,000
 	 



Signature Page to Revolving Credit Agreement







 









 








	 	 	 	 	 
	 	BANK OF CHINA LIMITED, TOKYO
BRANCH, 
as Managing Agent and a Bank

 	 
	 	By:  	/s/
Ruan Sheng Lin 	 
	 	 	Name:  	Ruan Sheng Lin 	 
	 	 	Title:  	General Manager 	 
	 
	 	TOTAL COMMITMENT: JPY4,000,000,000
 	 



Signature Page to Revolving Credit Agreement







 









 








	 	 	 	 	 
	 	AOZORA BANK, LTD, as Managing 

Agent and a Bank

 	 
	 	By:  	/s/
Geoffrey Crum 	 
	 	 	Name:  	Geoffrey Crum 	 
	 	 	Title:  	General Manager 	 
	 
	 	TOTAL COMMITMENT: JPY3,500,000,000
 	 



Signature Page to Revolving Credit Agreement







 









 








	 	 	 	 	 
	 	CREDIT AGRICOLE CIB, as a Bank

 	 
	 	By:  	/s/
Jeremy Bayfield 	 
	 	 	Name:  	Jeremy Bayfield 	 
	 	 	Title:  	Managing Director 	 
	 
	 	By:  	/s/
Hiroyuki Ueno 	 
	 	 	Name:  	Hiroyuki Ueno 	 
	 	 	Title:  	Managing Director 	 
	 
	 	TOTAL COMMITMENT: JPY2,800,000,000
 	 



Signature Page to Revolving Credit Agreement







 









 








	 	 	 	 	 
	 	UNITED OVERSEAS BANK LIMITED, LOS

ANGELES AGENCY, as a Bank

 	 
	 	By:  	/s/
Hoong Chen 	 
	 	 	Name:  	Hoong Chen 	 
	 	 	Title:  	Senior Vice President & General Manager 	 
	 
	 	TOTAL COMMITMENT: JPY1,200,000,000
 	 



Signature Page to Revolving Credit Agreement





 









 








Schedule 1.1(a)




Initial Qualified Borrowers



 









 





Schedule 1.1(b)




Initial Qualifying Unencumbered Properties



(see attached)



 









 





Schedule 2.2(a)




Project Information


Borrower: _______________________________________________________________




Date of Borrowing: ________________________________________________________




Name of Entity to which proceeds will be on-lent (if applicable): ____________________




Project:





	 	A.	 	Project Name: ______________________________________________________

	 
	 	B.	 	Project Location: ____________________________________________________

	 
	 	C.	 	Land Size, if known (estimate): _________________________________________
	 
	 	D.	 	Building Size, if known (estimate): ______________________________________
	 
	 	E.	 	Estimated Substantial Completion Date: __________________________________
	 
	 	F.	 	Estimated Preliminary Project Budget: ___________________________________




 









 











Schedule 4.4(b)




Disclosure of

Additional Material Indebtedness



 









 





Schedule 5.11(c)(1)




AMB Corporation Investments



 









 





Schedule 5.11(c)(2)




AMB Corporation Properties



 









 





EXHIBIT G




NOTICE ADDRESSES



Administrative Agent:

Sumitomo Mitsui Banking Corporation

277 Park Avenue

New York, NY 10172

Attn: Charles Sullivan

Phone: 212-224-4178

Facsimile: 212-224-4887




with respect to any notice provided to the Administrative

Agent pursuant to Section 2.21(b), with a copy to:




Skadden, Arps, Slate, Meagher & Flom LLP

155 North Wacker Drive

Chicago, Illinois 60606

Attn: Nancy M. Olson

Phone: 312-407-0532

Facsimile: 312-407-8584