exv10w1






Exhibit 10.1









To: AMB Fund Management S.Á.R.L.

acting in its own name but on behalf of AMB Europe Fund I FCP-FIS as AMB Agent for the Borrowers

Attention: The managers of AMB Fund Management S.Á.R.L.

5, allée Scheffer

L-2520 Luxembourg




Cc: AMB Europe Fund I FCP-FIS

Zuidplein 108

1077 XV Amsterdam

the Netherlands

Attention: Cash management




Cc: AMB Property, L.P.

Pier 1, Bay 1

San Francisco, California 94111

United States

Fax: 1-415-394-9001

Attention: SVP, Capital Markets

cc: General Counsel




29 December 2008




Ladies and Gentlemen,



Termination letter €142,000,000 AMB LP Guaranteed Facility Agreement between inter alios, AMB Fund
Management S.Á.R.L., AMB Property, L.P. and ING Real Estate Finance N.V. dated 30 May 2008 (the AMB
LP Guaranteed Facility Agreement)





	1.	 	We refer to the AMB LP Guaranteed Facility Agreement.
	 
	2.	 	Capitalised terms used but not defined in this letter shall have the same meanings assigned
to them in the AMB LP Guaranteed Facility Agreement. References to a Clause in this letter is
to that clause in the AMB LP Guaranteed Facility Agreement.
	 
	3.	 	It is acknowledged that:
	 
	(a)	 	Pursuant to Clause 29.1 (Amendments and Waivers), the Facility Agent is authorised to effect
on behalf of any Finance Party, any amendment or waiver to the Finance Documents; and




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	(b)	 	Pursuant to Clause 29.1 (Amendments and Waivers), each Obligor has irrevocably appointed the
AMB Agent to act on its behalf as its agent in relation to the Finance Documents.
	 
	4.	 	It is noted that:
	 
	(a)	 	The Loans made to each of AMB Bremerhaven Distribution Center 1 B.V., AMB Hausbruch
Industrial Center 1 B.V., AMB Hausbruch Industrial Center 6 GmbH and MB Altenwerder
Distribution Center Holding 1 B.V. have been repaid in full on or prior to the date of this
letter pursuant to Clause 8.4(a) (Voluntary prepayment), together with all interest thereon
and all other amounts payable by the Obligors under the AMB LP Guaranteed Facility Agreement,
with the Facility Agent having waived any notice period required for such prepayment pursuant
to Clause 29.1 (Amendments and Waivers); and
	 
	(b)	 	As a result, no amounts are outstanding under the AMB LP Guaranteed Facility Agreement.
	 
	5.	 	Accordingly, with effect from the date of this letter:
	 
	(a)	 	The Facility Agent acknowledges receipt of all funds required to repay all Loans made under
the AMB LP Guaranteed Facility Agreement and all other amounts payable by the Obligors under
the AMB LP Guaranteed Facility Agreement;
	 
	(b)	 	The Facility Agent agrees and acknowledges on its own behalf and on behalf of each other
Finance Party that (i) each Obligor is released from all of its obligations and liabilities
under the AMB LP Guaranteed Facility Agreement, the Loan Guarantee and all other Finance
Documents; and (ii) the AMB LP Guaranteed Facility Agreement, the Loan Guarantee and all other
Finance Documents shall have no further force or effect and is terminated; and
	 
	(c)	 	The AMB Agent agrees and acknowledges on its own behalf and on behalf of each Obligor that
(i) the Obligors shall no longer have any rights under the AMB LP Guaranteed Facility
Agreement and (ii) the AMB LP Guaranteed Facility Agreement shall have no further force or
effect and is terminated and, for the avoidance of doubt, any and all Commitments thereunder
are cancelled.
	 
	6.	 	This letter may be executed in any number of counterparts. This has the same legal effect as
if the signatories on each counterpart were on a single copy of the letter.
	 
	7.	 	This letter is governed by, and shall be construed in accordance with, the laws of England
and Wales. Each of the parties hereto agrees that the courts of England and Wales shall have
exclusive jurisdiction to hear and determine any suit, action or proceedings, and to settle
any dispute, which arises out of or in connection with this letter and, for such purposes,
irrevocably submits to the jurisdiction of such courts.




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	8.	 	A person who is not a party to this letter shall have no right under the Contracts (Rights of
Third Parties) Act 1999 to enforce any of its terms but this does not affect any right or
remedy of a third party which exists or is available apart from the Contracts (Rights of Third
Parties) Act 1999. The consent of any person who is not a Party is not required to rescind or
vary this letter at any time.




We should be grateful if you would indicate your acknowledgment and acceptance of the above by
countersigning and returning the attached copy of this letter.




Yours sincerely,




/s/ M.C. Vincentie /s/ M. van Teijlingen               

a duly authorised signatory

for and on behalf of

ING Real Estate Finance N.V.

acting in its capacity as Facility Agent




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We hereby acknowledge and agree to the terms of this letter.




/s/ Jeroen Smit   
                
                
                
                
        

a duly authorised signatory

for and on behalf of

AMB Fund Management S.Á.R.L.

acting in its own name but on behalf of

AMB Europe Fund I FCP-FIS as AMB Agent for the Obligors





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