<PAGE>
                                                                    EXHIBIT 4.15

                          FIFTH SUPPLEMENTAL INDENTURE

         FIFTH SUPPLEMENTAL INDENTURE, dated as of May 7, 2002 (this "Fifth
Supplemental Indenture"), among AMB PROPERTY, L.P., a Delaware limited
partnership (the "Operating Partnership"), AMB PROPERTY CORPORATION (the "Parent
Guarantor") and STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A., as
Trustee hereunder (the "Trustee").

                              W I T N E S S E T H:

         WHEREAS, the Operating Partnership, the Parent Guarantor and the
Trustee executed and delivered an Indenture, dated as of June 30, 1998, as
supplemented by the First Supplemental Indenture, the Second Supplemental
Indenture and the Third Supplemental Indenture, each dated as of June 30, 1998,
and the Fourth Supplemental Indenture, dated as of August 15, 2000 (as further
supplemented hereby, the "Indenture"), to provide for the issuance by the
Operating Partnership of notes evidencing its unsecured indebtedness;

         WHEREAS, pursuant to Board Resolution, the Operating Partnership has
authorized the issuance of up to $400,000,000 of its Series B Medium-Term Notes
due nine months or more from the date of issuance;

         WHEREAS, the Operating Partnership desires to establish the terms of
such notes in accordance with Section 301 of the Indenture and to establish the
form of such notes in accordance with Section 201 of the Indenture.

                                    ARTICLE 1

                                      TERMS

         SECTION 101. TERMS OF SECURITIES. There is hereby established and
authorized for issuance by the Operating Partnership a series of Securities (as
defined in the Indenture), the terms of which shall be as follows:

                  (a) The Securities of the series shall be designated "Series B
         Medium-Term Notes" (the "Notes").

                  (b) The aggregate principal amount of the Notes that may be
         authenticated and delivered under the Indenture from time to time
         (except for Notes authenticated and delivered upon registration of
         transfer of, or in exchange for, or in lieu of, other Notes pursuant to
         Sections 304, 305, 306, 906, or 1107 of the Indenture) shall be up to
         $400,000,000 or the equivalent thereof in other currencies, which
         amount may be increased from time to time by a Board Resolution or a
         supplemental indenture to the Indenture or an Officers' Certificate, in
         either case, pursuant to authority granted under a Board Resolution,
         and in accordance with Section 301 of the Indenture.

                  (c) Each Note shall mature on a date which shall be nine
         months or more from the date of issue of such Note and shall be
         specified by an officer of the Parent Guarantor, as general partner of
         the Operating Partnership, to the Trustee in writing or by telephone
         (telephonic instructions to be promptly confirmed in writing) and
         specified in the applicable prospectus supplement or pricing
         supplement.
<PAGE>
                  (d) The interest rate or rates or the method of determination
         thereof, if any, the date or dates or the method of determination
         thereof from which such interest shall accrue, the date or dates on
         which such interest shall be payable, and the regular record date for
         the interest payable on any interest payment date, in each case for a
         particular Note, shall each be as specified by an officer of the Parent
         Guarantor, as general partner of the Operating Partnership, to the
         Trustee in writing or by telephone (telephonic instructions to be
         promptly confirmed in writing); provided, however, the interest rate or
         rates shall in no event be higher than the maximum rate permitted by
         New York law, as the same may be modified by United States law of
         general application.

                  (e) Unless stated to the contrary in the applicable prospectus
         supplement or pricing supplement, the payment of principal (and
         premium, if any) and interest on, a Note on any day, if the Holder of
         such Note is The Depository Trust Company, a New York corporation (or
         its nominee or other depository, a "Depository"), will be made in
         accordance with any applicable provisions of such written agreement
         between the Operating Partnership, the Trustee and the Depository (or
         its nominee) as may be in effect from time to time. Otherwise payment
         of principal (and premium, if any) and interest on the Notes shall be
         payable, and Notes may be surrendered for the registration of transfer
         or exchange, at the office of the Trustee's affiliate, State Street
         Bank and Trust Company, at 61 Broadway, 15th Floor, New York, New York
         10006, unless the Holder of the Note is notified otherwise; provided,
         however, that at the option of the Operating Partnership, interest may
         be paid by check mailed to the address of the person entitled thereto
         as such address shall appear in the Operating Partnership's security
         register or by wire transfer to an account maintained by the payee
         located in the United States. Unless the Holder of the Note is notified
         otherwise, the place where notices or demands to or upon the Operating
         Partnership in respect of the Notes and the Indenture may be served
         shall be the Corporate Trust Office of the Trustee at 633 West Fifth
         Street, 12th Floor, Los Angeles, California 90071.

                  (f) To receive payment of a U.S. Dollar denominated Note upon
         redemption, if applicable, or at maturity, a Holder must make
         presentation and surrender of such Note on or before the Redemption
         Date or Maturity Date, if any, as specified on the face of any Note and
         in the applicable prospectus supplement or pricing supplement. To
         receive payment of a Note denominated in a Foreign Currency (as
         hereinafter defined) or composite currency upon redemption or at
         maturity, a Holder must make presentation and surrender of such Note
         not less than two Business Days (as defined in the Notes) prior to the
         Redemption Date or Maturity Date, if any, as specified on the face of
         any Note and in the applicable prospectus supplement or pricing
         supplement. Upon presentation and surrender of a Note denominated in a
         Foreign Currency or composite currency at any time after the date two
         Business Days prior to the Redemption Date or Maturity Date, if any, as
         specified on the face of any Note and in the applicable prospectus
         supplement or pricing supplement, the Operating Partnership will pay
         the principal amount (and premium, if any) of such Note, and any
         interest due upon redemption or at maturity (unless the Redemption Date
         or Maturity Date is an Interest Payment Date, as specified on the face
         of the Note and in the applicable prospectus supplement or pricing
         supplement), two Business Days after such presentation and surrender.

                  (g) Unless stated to the contrary on the face of any Note and
         in the applicable prospectus supplement or pricing supplement, a Note
         will not be subject to redemption prior to its Maturity Date. If stated
         on the face of a Note and in the applicable prospectus supplement or
         pricing supplement, such Note will be redeemable in whole or in part at
         the option of the Operating Partnership, in accordance with Article
         Eleven of the Indenture and the terms set forth in such Note and the
         applicable prospectus supplement or pricing supplement.


                                       2
<PAGE>
                  (h) Unless stated to the contrary on the face of any Note and
         in the applicable prospectus supplement or pricing supplement, such
         Note will not be subject to repayment prior to its Maturity Date. If
         stated on the face of a Note and in the applicable prospectus
         supplement or pricing supplement, such Note will be repayable by the
         Operating Partnership in whole or in part at the option of the Holder
         in accordance with the terms set forth in such Note and the applicable
         prospectus supplement or pricing supplement.

                  (i) Unless stated to the contrary on the face of a Note and in
         the applicable prospectus supplement or pricing supplement, Notes shall
         be issuable in minimum denominations of (i) if the Notes are
         denominated in U.S. Dollars, $1,000 and in any larger amount in
         integral multiples of $1,000 and (ii) if the Notes are denominated in a
         currency other than U.S. Dollars (a "Foreign Currency") or in a
         composite currency, the equivalent in such Foreign Currency or
         composite currency determined in accordance with the Market Exchange
         Rate (as defined in the Notes) for such Foreign Currency or composite
         currency on the Business Day immediately preceding the date on which
         the Operating Partnership accepts an offer to purchase the Note, of
         $1000 (rounded to an integral multiple of 1,000 units of the Foreign
         Currency or composite currency), and in any larger amount in integral
         multiples of 1,000 units. The principal amount of any particular Note
         shall be determined by an officer of the Parent Guarantor, as general
         partner of the Operating Partnership, and specified to the Trustee in
         writing or by telephone (telephonic instructions to be promptly
         confirmed in writing).

                  (j) Initially, unless otherwise stated to the contrary on the
         face of any Note and in the applicable prospectus supplement or pricing
         supplement, the Trustee shall be the registrar, transfer agent,
         authenticating agent, exchange rate agent, calculation agent and paying
         agent for the Notes. The Operating Partnership may from time to time
         name other or additional registrars, paying agents, authenticating
         agents, exchange rate agents, calculation agents or transfer agents.

                  (k) Unless stated to the contrary on the face of a Note and in
         the applicable prospectus supplement or pricing supplement, such Note
         shall be issuable only in registered form without coupons in book-entry
         form, represented by one or more global notes recorded in the
         book-entry system maintained by The Depository Trust Company. If
         specified on the face thereof, Notes may be issued in certificated form
         issued to, and registered in the name of, the beneficial owner or its
         nominee.

                  (l) The Notes are not convertible into any other security of
         the Operating Partnership or the Parent Guarantor. The Notes shall
         constitute senior unsecured and unsubordinated obligations of the
         Operating Partnership and will rank equally with all other unsecured
         and unsubordinated indebtedness of the Operating Partnership from time
         to time outstanding.

                  (m) There are no restrictive covenants pertaining to the Notes
         other than those contained in the Indenture. Unless stated to the
         contrary on the face of any Note and in the applicable prospectus
         supplement or pricing supplement, the holders of the Notes shall have
         no special rights in addition to those provided in the Indenture upon
         the occurrence of any particular events. The Notes shall have no
         additional Events of Default in addition to the Events of Default set
         forth in Article Five of the Indenture.

                  (n) The Notes will be unconditionally guaranteed on an
         unsecured basis by the Parent Guarantor and, if required by Section
         1013 of the Indenture, the Subsidiary Guarantors.

         SECTION 102. FORM OF NOTES. The Notes shall be in the form of, and
shall have the terms set forth in, the specimens thereof attached hereto as
Exhibits A and B in fully registered fixed rate and


                                       3
<PAGE>
floating rate form, respectively, with applicable blank terms completed and
additional terms added to reflect settlement and other specific information,
which terms shall be specified by an officer of the Parent Guarantor, as general
partner of the Operating Partnership to the Trustee in writing or by telephone
(telephonic instructions to be promptly confirmed in writing) and specified in
the applicable prospectus supplement or pricing supplement.

         SECTION 103. FORM OF SUBSIDIARY GUARANTEE. The form of the Subsidiary
Guarantee which shall be executed if required pursuant to Section 1013 of the
Indenture is attached hereto as Exhibit C.

         SECTION 104. FORM OF GUARANTEES. There are hereby authorized for
issuance by the Parent Guarantor Guarantees (as defined in the Indenture) of the
Notes, which Guarantees shall be in the form of, and shall have the terms set
forth in, the specimen of "Parent Guarantee" endorsed on the specimen Notes
attached hereto as Exhibits A and B.

         SECTION 105. PROCEDURES. The Trustee is hereby instructed to
authenticate and deliver from time to time the Notes, with Guarantees endorsed
thereon, pursuant to the following procedures:

                  (a) the procedures set forth in the Administrative Procedures
attached as Exhibit B to the Distribution Agreement, as amended from time to
time; and

                  (b) each advice of settlement information with respect to any
of the Notes issued pursuant to (a) above will be deemed an instruction by the
Operating Partnership and the Parent Guarantor to authenticate and deliver such
Notes and Guarantees.

                                   ARTICLE II

                                  MISCELLANEOUS

         SECTION 201. DEFINITIONS. Capitalized terms used but not defined in
this Fifth Supplemental Indenture shall have the meanings ascribed thereto in
the Indenture.

         SECTION 202. CONFIRMATION OF INDENTURE. The Indenture, as heretofore
supplemented and amended by this Fifth Supplemental Indenture, is in all
respects ratified and confirmed, and the Indenture, this Fifth Supplemental
Indenture and all indentures supplemental thereto shall be read, taken and
construed as one and the same instrument.

         SECTION 203. CONCERNING THE TRUSTEE. The Trustee assumes no duties,
responsibilities or liabilities by reason of this Fifth Supplemental Indenture
other than as set forth in the Indenture and, in carrying out its
responsibilities hereunder, shall have all of the rights, protections and
immunities which it possesses under the Indenture.

         SECTION 204. GOVERNING LAW. This Fifth Supplemental Indenture, the
Indenture and the Notes shall be governed by and construed in accordance with
the internal laws of the State of New York.

         SECTION 205. SEPARABILITY. In case any provision in this Fifth
Supplemental Indenture shall for any reason be held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

         SECTION 206. COUNTERPARTS. This Fifth Supplemental Indenture may be
executed in any number of counterparts each of which shall be an original, but
such counterparts shall together constitute but one and the same instrument.


                                       4
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have caused this Fifth
Supplemental Indenture to be duly executed as of the day and year first above
written.

                                AMB PROPERTY, L.P.

                                By: AMB PROPERTY CORPORATION,
                                    as General Partner

                                    By:  /s/ Michael A. Coke
                                         -----------------------------
                                         Name: Michael A. Coke
                                         -----------------------------
                                         Title: Executive Vice President & CFO
                                         -----------------------------


                                AMB PROPERTY CORPORATION

                                By: /s/ Michael A. Coke
                                    --------------------------------------------
                                    Name: Michael A. Coke
                                    --------------------------------------------
                                    Title: Executive Vice President & CFO
                                    --------------------------------------------


                                STATE STREET BANK AND TRUST

                                COMPANY OF CALIFORNIA, N.A., AS TRUSTEE

                                By: /s/ Stephen Rivero
                                    --------------------------------------------
                                    Name: Stephen Rivero
                                    --------------------------------------------
                                    Title: Vice President
                                    --------------------------------------------
<PAGE>
                                                                       EXHIBIT A

                      FORM OF FIXED RATE MEDIUM-TERM NOTES

                                 (FACE OF NOTE)

                                AMB PROPERTY L.P.

                           MEDIUM-TERM NOTE, SERIES B

  REGISTERED                      (FIXED RATE)                        REGISTERED

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE OPERATING
PARTNERSHIP (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

<TABLE>
<S>                                        <C>                                     <C>
NOTE NO:  FXR -__________________________  CUSIP NO.:____________________________  PRINCIPAL AMOUNT:________________________________

ORIGINAL ISSUE DATE:_____________________  REGISTERED HOLDER:____________________  SPECIFIED CURRENCY:______________________________

MATURITY DATE:___________________________  FORM:  [ ]   Book-Entry                 PRINCIPAL FINANCIAL CENTER:______________________
                                                  [ ]   Certificated               (if the Specified Currency is other than U.S.
                                                                                   dollars or Euro)
TRADE DATE:______________________________

                                           AGENT'S DISCOUNT                        AUTHORIZED
EXCHANGE RATE AGENT:_____________________  OR COMMISSION: ______________________%  DENOMINATION:____________________________________
(if other than State Street                (if other than $1,000 or
Bank and Trust Company                     integral multiples
of California, N.A.)                       thereof)

                                           NET PROCEEDS TO
                                           ISSUER:_______________________________

                                           INTEREST RATE:_____________% per annum  INTEREST PAYMENT DATES:__________________________

                                                                                   REGULAR RECORD DATES:____________________________

REDEMPTION:                                REPAYMENT:                              DISCOUNT NOTES:                  [ ] Yes   [ ] No
[ ] The Note cannot be redeemed prior to   [ ] The Note cannot be repaid prior     Issue Price:_____________________________________
    maturity                                   to maturity                         Total Amount of OID:_____________________________
[ ] The Note may be redeemed at the        [ ] The Note may be repaid prior to     Yield to Maturity:_______________________________
    option of the Operating Partnership        maturity at the option of the       Initial Accrual Period:__________________________
    prior to maturity                          Holder of the Note

    Redemption Commencement                    Optional Repayment
    Date:________________________________      Date(s):__________________________

    Initial Redemption
    Percentage:_________________________%      Repayment Price:_________________%
    Annual Redemption
    Percentage Reduction:_______________%

ADDENDUM  ATTACHED:  [ ] Yes   [ ] No          OTHER/ADDITIONAL PROVISIONS:
</TABLE>


                                      A-1
<PAGE>
         AMB PROPERTY, L.P., a Delaware limited partnership (hereinafter called
the "Operating Partnership", which term includes any successor under the
Indenture referred to below), for value received, hereby promises to pay to the
Registered Holder specified on the face hereof, or registered assigns
("Holder"), upon presentation and surrender of this Note, on the Maturity Date
specified on the face hereof (except to the extent repaid or redeemed prior to
the Maturity Date) the Principal Amount specified on the face hereof in the
Specified Currency specified on the face hereof, and to pay interest thereon at
the Interest Rate per annum specified on the face hereof, until the principal
hereof is paid or duly made available for payment.

         Unless otherwise specified on the face hereof, the Operating
Partnership will pay interest (other than defaulted interest) on each Interest
Payment Date (as defined below), commencing with the first Interest Payment Date
next succeeding the Original Issue Date specified on the face hereof, to the
person who is the Holder of this Note on the applicable Regular Record Date (as
defined below); provided that if the Original Issue Date occurs between a
Regular Record Date and an Interest Payment Date, the Operating Partnership will
make the first payment of interest on the Interest Payment Date following the
next Regular Record Date to the registered owner on that Regular Record Date.

         The Operating Partnership will pay interest due on the Maturity Date,
Redemption Date (as defined on the reverse hereof) or Repayment Date (as defined
on the reverse hereof), as applicable, to the same person to whom it is paying
the principal amount; provided that if the Operating Partnership would have made
a regular interest payment on the Maturity Date, Redemption Date or Repayment
Date, as the case may be, it will make that regular interest payment to the
Holder as of the applicable Regular Record Date, even if it is not the same
person to whom it is paying the principal amount.

         Any such interest not so punctually paid or duly provided for
("Defaulted Interest") will forthwith cease to be payable to the Holder on any
Regular Record Date, and shall be paid, at the election of the Operating
Partnership, to either (i) to the Holder at the close of business on a special
record date (the "Special Record Date") for the payment of such Defaulted
Interest to be fixed by the Trustee (as defined on the reverse hereof), notice
whereof shall be given to the Holder of this Note by the Trustee not less than
10 calendar days prior to such Special Record Date or (ii) at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which this Note may be listed, and upon such notice as may be
required by such exchange, all as more fully provided for in the Indenture.

         Unless specified on the face hereof, payments of interest on this Note
with respect to any Interest Payment Date, Maturity Date, Redemption Date or
Repayment Date, as applicable, will include interest accrued from and including
each immediately preceding Interest Payment Date (or from and including the
Original Date of Issue if no interest has been paid or duly provided for), to,
but excluding, the Interest Payment Date, Maturity Date, Redemption Date or
Repayment Date, as the case may be.

         If an Interest Payment Date, Maturity Date, Redemption Date or
Repayment Date, as applicable, falls on a day that is not a Business Day (as
defined below), interest (or interest and principal) will be paid on the next
Business Day; provided that interest on the payment will not accrue for the
period from the original Interest Payment Date, Maturity Date, Redemption Date
or Repayment Date, as the case may be, to the date of such payment on the next
Business Day.

         Unless otherwise specified on the face hereof, the "Interest Payment
Dates" shall be June 30 and December 30 of each year. The "Regular Record Dates"
shall be June 15 for a June 30 interest payment date, December 15 for a December
30 interest payment date and the date that is 15 calendar days before any other
interest payment date, whether or not those dates are Business Days.

         "Business Day" as used herein means any day, other than a Saturday or
Sunday, (a) that is neither a legal holiday nor a day on which banking
institutions are authorized or required by law or regulation to close (x) in The
City of New York or (y) for notes denominated in a specified currency other than
U.S. dollars, Australian dollars or euro, in the principal financial center of
the country of the specified currency or (z) for notes denominated in Australian
dollars, in Sydney, and (b) for notes denominated in euro, that is also a day on
which the Trans-European


                                      A-2
<PAGE>
Automated Real-time Gross Settlement Express Transfer System, which is commonly
referred to as "TARGET," is operating.

         Payment of principal (and premium, if any) and interest on, this Note
on any day, if the Holder of this Note is DTC (or its nominee or other
depository, a "Depository"), will be made in accordance with any applicable
provisions of such written agreement between the Operating Partnership, the
Trustee and the Depository (or its nominee) as may be in effect from time to
time. Otherwise payment of principal (and premium, if any) and interest on, this
Note on any day shall be payable and this Note may be surrendered for the
registration of transfer or exchange at the Office of the Trustee's affiliate,
State Street Bank and Trust Company, at 61 Broadway, 15th Floor, New York, New
York 10006, unless the Holder of this Note is notified otherwise; provided,
however, that at the option of the Operating Partnership, interest may be paid
by check mailed to the address of the Person entitled thereto as such address
shall appear in the Operating Partnership's Security Register or by wire
transfer, if proper wire instructions are on file with the Trustee or are
received at presentment, to an account maintained by the payee located in the
United States. Unless the Holder of this Note is notified otherwise, the place
where notices or demands to or upon the Operating Partnership in respect of this
Note and the Indenture may be served shall be the Corporate Trust Office of the
Trustee at 633 West Fifth Street, 12th Floor, Los Angeles, California 90071.

         To receive payment of a U.S. dollar denominated Note upon redemption
(if applicable) or at maturity, a Holder must make presentation and surrender of
such Note on or before the Redemption Date or Maturity Date, as applicable. To
receive payment of a Note denominated in a Foreign Currency (as defined on the
reverse hereof) or composite currency upon redemption or at maturity, a Holder
must make presentation and surrender of such Note not less than two Business
Days prior to the Redemption Date or Maturity Date, as applicable. Upon
presentation and surrender of a Note denominated in a Foreign Currency or
composite currency at any time after the date two Business Days prior to the
Redemption Date or Maturity Date, as applicable, the Operating Partnership will
pay the principal amount (and premium, if any) of such Note, and any interest
due upon redemption or at maturity (unless the Redemption Date or Maturity Date
is an Interest Payment Date), two Business Days after such presentation and
surrender.

         For procedures relating to the receipt of payment upon repayment, if
applicable, see the reverse hereof.

         The Operating Partnership will pay any administrative costs imposed by
banks in connection with sending payments by wire transfer, but any tax,
assessment or governmental charge imposed upon payments will be borne by the
Holders of the Notes in respect of which payments are made.

         Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof and, if so specified on the face hereof, in the
Addendum hereto, which further provisions shall for all purposes have the same
force and effect as though fully set forth on the face hereof.

         This Note shall not be entitled to any benefit under the Indenture
referred to on the reverse hereof, or become valid or obligatory for any
purpose, until the certificate of authentication hereon shall have been signed
by or on behalf of the Trustee under such Indenture.

         Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Provisions" apply to this Note as specified on the face
hereof, this Note shall be subject to the terms set forth in such Addendum or
such "Other/Additional Provisions."


                                      A-3
<PAGE>
         IN WITNESS WHEREOF, the Operating Partnership has caused this
Instrument to be duly executed under.

Dated:                               AMB PROPERTY L.P.

                                     By: AMB PROPERTY CORPORATION,
                                     as General Partner

                                            By:
                                                 -------------------------------
                                                 Michael A. Coke
                                                 Executive Vice President and
                                                 Chief Financial Officer


TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Securities of the
series designated and referred to in the within-mentioned Indenture.

STATE STREET BANK AND TRUST
COMPANY OF CALIFORNIA, N.A., as Trustee

By:
    -------------------------------------
            Authorized Signatory



                                      A-4
<PAGE>
                                (REVERSE OF NOTE)

                                AMB PROPERTY L.P.
                           MEDIUM-TERM NOTE, SERIES B
                                  (FIXED RATE)

         This Note is one of a duly authorized issue of debt securities of the
Operating Partnership (hereinafter called the "Securities") of the series
hereinafter specified, unlimited in aggregate principal amount, all issued or to
be issued under or pursuant to an Indenture dated as of June 30, 1998, as
supplemented by the First Supplemental Indenture dated as of June 30, 1998, the
Second Supplemental Indenture dated as of June 30, 1998, the Third Supplemental
Indenture dated as of June 30, 1998, the Fourth Supplemental Indenture dated as
of August 15, 2000 and the Fifth Supplemental Indenture dated as of May 7, 2002,
among the Operating Partnership, AMB Property Corporation, a Maryland
corporation and general partner of the Operating Partnership (the "Guarantor"),
and State Street Bank and Trust Company of California, N.A., as Trustee; to
which Indenture and all indentures supplemental thereto (herein collectively
called the "Indenture") reference is hereby made for a specification of the
rights and limitation of rights thereunder of the Holders of the Securities, the
rights and obligations thereunder of the Operating Partnership and the rights,
duties and immunities thereunder of the Trustee. The Securities may be issued in
one or more series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear interest (if any) at
different rates, may be subject to different redemption or repayment provisions
(if any), may be subject to different covenants and defaults and may otherwise
vary as provided in the Indenture. This Note is one of a series designated as
"Series B Medium-Term Notes" (hereinafter referred to as the "Notes") of the
Operating Partnership, of up to $400,000,000 in aggregate principal amount. All
terms used in this Note which are defined in the Indenture and which are not
otherwise defined in this Note shall have the meanings assigned to them in the
Indenture. The terms of the Notes include those stated in the Indenture and
those made a part of the Indenture by reference to the Trust Indenture Act of
1939, as amended. The Notes are subject to all such terms, and the Holders are
referred to the Indenture and such Act for a statement of such terms. To the
extent any provision of this Note conflicts with the provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling.

         Unless stated to the contrary on the face hereof, this Note is issuable
only in registered form without coupons in Book-Entry form represented by one or
more global notes (each a "Global Note") recorded in the book-entry system
maintained by the Depository. If specified on the face hereof, this Note is
issuable in certificated form issued to, and registered in the name of, the
beneficial owner or its nominee (a "Certificated Note").

         Unless a different minimum Authorized Denomination is set forth on the
face hereof, this Note is issuable in minimum denominations of (i) if the
Specified Currency of this Note is U.S. dollars, U.S. $1,000 and in any larger
amount in integral multiples of $1,000 and (ii) if the Specified Currency of
this Note is a currency other than U.S. dollars (a "Foreign Currency") or is a
composite currency, the equivalent in such Foreign Currency or composite
currency determined in accordance with the Market Exchange Rate (as defined
below) for such Foreign Currency or composite currency on the Business Day
immediately preceding the date on which the Operating Partnership accepts an
offer to purchase a Note, of U.S. $1,000 (rounded to an integral multiple of
1,000 units of the Foreign Currency or composite currency), and in any larger
amount in integral multiples of 1,000 units.

         If this is a Global Note representing Book-Entry Notes, this Note may
be transferred or exchanged only through DTC. In the manner and subject to the
limitations provided in the Indenture, if this is a Certificated Note, it may be
transferred or exchanged, without charge except for any tax or other
governmental charge imposed in relation thereto, for other Notes of authorized
denominations for a like aggregate principal amount, at the office or agency of
the Operating Partnership in the Borough of Manhattan of The City of New York,
or, at the option of the Holder, such office or agency, if any, maintained by
the Operating Partnership in the city in which the principal executive offices
of the Operating Partnership are located or the city in which the principal
corporate trust office of the Trustee is located.

         The principal (and premium, if any) and interest on, this Note is
payable by the Operating Partnership in the Specified Currency.


                                      A-5
<PAGE>
         If this Note is denominated in a Foreign Currency, in the event that
the Foreign Currency is not available for payment at a time at which any payment
is required hereunder due to the imposition of exchange controls or other
circumstances beyond the control of the Operating Partnership or is no longer
used by the government of the country issuing such currency or for the
settlement of transactions by public institutions within the international
banking community, the Operating Partnership may, in full satisfaction of its
obligation to make such payment, make instead a payment in an equivalent amount
of U.S. dollars, determined by the Exchange Rate Agent, as specified on the face
hereof, on the basis of the Market Exchange Rate for such Foreign Currency on
the second Business Day prior to such payment date or, if such Market Exchange
Rate is not then available, on the basis of the most recently available Market
Exchange Rate; provided, however, that if such Specified Currency is replaced by
a single European currency, the payment of principal of (and premium, if any) or
interest, if any, on this Note denominated in such currency shall be effected in
the new single European currency in conformity with legally applicable measures
taken pursuant to, or by virtue of, the treaty establishing the European
Community, as amended by the treaty on European Unity. The "Market Exchange
Rate" for the Specified Currency means the noon dollar buying rate in The City
of New York for cable transfers for the Specified Currency as certified for
customs purposes by (or if not so certified, as otherwise determined by) the
Federal Reserve Bank of New York. Any payment made under such circumstances in
U.S. dollars or a new single European currency where the required payment is in
a Specified Currency other than U.S. dollars or such single European currency,
respectively, will not constitute an Event of Default (as defined in the
Indenture).

         If the Specified Currency is a composite currency and if such composite
currency is unavailable due to the imposition of exchange controls or other
circumstances beyond the control of the Operating Partnership, then the
Operating Partnership will be entitled to satisfy its obligations to the Holder
of this Note by making such payment in U.S. dollars. The amount of each payment
in U.S. dollars shall be computed by the Exchange Rate Agent on the basis of the
equivalent of the composite currency in U.S. dollars. The component currencies
of the composite currency for this purpose (collectively, the "Component
Currencies" and each, a "Component Currency") shall be the currency amounts that
were components of the composite currency as of the last day on which the
composite currency was used. The equivalent of the composite currency in U.S.
dollars shall be calculated by aggregating the U.S. dollar equivalents of the
Component Currencies. The U.S. dollar equivalent of each of the Component
Currencies shall be determined by the Exchange Rate Agent on the basis of the
most recently available Market Exchange Rate for each such Component Currency,
or as otherwise specified on the face hereof.

         If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of the currency as a Component
Currency shall be divided or multiplied in the same proportion. If two or more
Component Currencies are consolidated into a single currency, the amounts of
those currencies as Component Currencies shall be replaced by an amount in such
single currency equal to the sum of the amounts of the consolidated Component
Currencies expressed in such single currency. If any Component Currency is
divided into two or more currencies, the amount of the original Component
Currency shall be replaced by the amounts of such two or more currencies, the
sum of which shall be equal to the amount of the original Component Currency.

         All determinations referred to above made by the Exchange Rate Agent
shall be at its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the Holder of this Note.

         If a Redemption Commencement Date is specified on the face hereof, this
Note may be redeemed, whether or not any other Note is concurrently redeemed, at
the option of the Operating Partnership, in whole, or from time to time in part,
on any Business Day on or after such Redemption Commencement Date and prior to
the Maturity Date, upon mailing by first-class mail, postage prepaid, a notice
of such redemption not less than 30 nor more than 60 days prior to the actual
date of redemption ("Redemption Date"), to the Holder of this Note at such
Holder's address appearing in the Security Register, as provided in the
Indenture (provided that, if the Holder of this Note is a Depository or a
nominee of a Depository, notice of such redemption shall be given in accordance
with any applicable provisions of such written agreement between the Operating
Partnership, the Trustee and such Depository (or its nominee) as may be in
effect from time to time), at the Redemption Price (as defined below), together
in each case with interest accrued to the Redemption Date (subject to the right
of the Holder of record on a Regular Record Date to receive interest due on an
Interest Payment Date). The "Redemption Price" shall be equal to (i) the Initial
Redemption Percentage specified on the face of this Note, as adjusted downward
on each anniversary of the Redemption Commencement Date by the Annual Redemption
Price Reduction, if any, specified on the face hereof, multiplied by (ii) the
unpaid Principal Amount of this Note to be redeemed. In the event of redemption
of this Note

                                      A-6
<PAGE>
in part only, a new Note or Notes of this series, and of like tenor, for the
unredeemed portion hereof will be issued in the name of the Holder hereof upon
the cancellation hereof.

         If an Optional Repayment Date(s) is specified on the face hereof, this
Note will be subject to repayment by the Operating Partnership at the option of
the Holder hereof on such Optional Repayment Date(s), in whole or in part in
increments of U.S. $1,000 or other increments specified on the face hereof (as
long as any remaining principal is at least $1,000 or another specified minimum
denomination), at the Repayment Price specified on the face hereof, together
with unpaid interest accrued hereon to the date of repayment ("Repayment Date").
For this Note to be repaid, this Note must be received, together with the form
hereon entitled "Option to Elect Repayment" duly completed, by the Trustee at
the corporate trust office of the Trustee's Affiliate, State Street Bank and
Trust Company, at 61 Broadway Street, New York, New York (or at such other
address of which the Operating Partnership shall from time to time designate and
notify Holders of the Notes) at least 30 but not more than 60 days prior to the
Repayment Date. Exercise of such repayment option by the Holder hereof will be
irrevocable. In the event of repayment of this Note in part only, a new Note of
like tenor for the unrepaid portion hereof and otherwise having the same terms
as this Note shall be issued in the name of the Holder hereof upon the
presentation and surrender hereof.

         If this is a Global Note representing Book-Entry Notes, only the
Depository may exercise the repayment option in respect of this Note.
Accordingly, if this is a Global Security representing Book-Entry Notes and the
beneficial owner desires to have all or any portion of the Book-Entry Note
represented by this Global Security repaid, the beneficial owner must instruct
the participant through which he owns his interest to direct the Depository to
exercise the repayment option on his behalf by delivering this Note and duly
completed election form to the Trustee as aforesaid.

         If this Note is an Original Issue Discount Note, as specified on the
face hereof, the amount payable to the Holder of this Note in the event of
redemption, repayment or acceleration of maturity will be equal to the sum of
(i) the Issue Price specified on the face hereof (increased by any accruals of
the Discount, as defined below) multiplied, in the event of any redemption or
repayment of this Note (if applicable), by the Redemption Price or Repayment
Price, as the case may be, and (ii) any unpaid interest on this Note accrued
from the Original Issue Date to the Redemption Date, Repayment Date or date of
acceleration of maturity, as the case may be. The difference between the Issue
Price, as specified on the face hereof, and 100% of the principal amount of this
Note is referred to herein as the "Discount".

         For purposes of determining the amount of Discount that has accrued as
of any Redemption Date, Repayment Date or date of acceleration of maturity of
this Note, such Discount will be accrued so as to cause the yield on the Note to
be constant. The constant yield will be calculated using a 30-day month, 360-day
year convention, a compounding period that, except for the Initial Period (as
defined below), corresponds to the shortest period between Interest Payment
Dates (with ratable accruals within a compounding period) and an assumption that
the maturity of this Note will not be accelerated. If the period from the
Original Issue Date to the initial Interest Payment Date (the "Initial Period")
is shorter than the compounding period for this Note, a proportionate amount of
the yield for an entire compounding period will be accrued. If the Initial
Period is longer than the compounding period, then such period will be divided
into a regular compounding period and a short period, with the short period
being treated as provided in the preceding sentence.

         In case a default, as defined in the Indenture, shall occur and be
continuing with respect to the Notes, the principal amount of all Notes then
outstanding under the Indenture may be declared or may become due and payable
upon the conditions and in the manner and with the effect provided in the
Indenture. The Indenture provides that such declaration may in certain events be
annulled by the Holders of a majority in principal amount of the Notes
outstanding.

         To the extent permitted by, and as provided in, the Indenture, the
Operating Partnership may enter into one or more supplements to the Indenture
for the purpose of modifying or altering the Indenture, without the consent of
any Holders of Notes, for the limited purposes described in the Indenture.

         To the extent permitted by, and as provided in, the Indenture, the
Operating Partnership may enter into one or more supplements to the Indenture
for the purpose of modifying or altering the rights and obligations of the


                                      A-7
<PAGE>
Operating Partnership and the Holders of the Securities (as defined in the
Indenture) with the consent of the Holders of not less than a majority in
principal amount of all Outstanding Securities (as defined in the Indenture) of
any series affected, evidenced as provided in the Indenture.

         The Indenture contains provisions for legal defeasance and covenant
defeasance with respect to the Notes, in each case, upon compliance with certain
conditions set forth therein, which provisions apply to the Notes.

         The Operating Partnership, the Trustee, any Authenticating Agent, any
paying agent and any Security registrar may deem and treat the registered Holder
hereof as the absolute owner hereof (whether or not this Note shall be overdue
and notwithstanding any notice of ownership or other writing hereon by anyone
other than the Operating Partnership or any Security registrar) for the purpose
of receiving payment of or on account of the principal hereof (and premium, if
any), and interest hereon, and for all other purposes, and none of the Operating
Partnership, the Trustee, an Authenticating Agent, a paying agent nor the
Security registrar shall be affected by any notice to the contrary. All such
payments shall be valid and effectual to satisfy and discharge the liability
upon this Note to the extent of the sum or sums so paid.

         No recourse under or upon any obligation, covenant or agreement of the
Indenture or of this Note, or for any claim based thereon or otherwise in
respect thereof, shall be had against any incorporator, partner, stockholder,
officer or director, as such, past, present or future, of the Operating
Partnership or the Guarantor or of any successor entity, either directly or
through the Operating Partnership or the Guarantor, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly understood that the Indenture and this
Note are solely corporate obligations, and that no such personal liability
whatever shall attach to, or is or shall be incurred by the incorporators,
partners, stockholders, officers or directors, as such, of the Operating
Partnership or the Guarantor or of any successor entity, or any of them, because
of the creation of the indebtedness authorized by the Indenture, or under or by
reason of the obligations, covenants or agreements contained in the Indenture or
this Note or implied therefrom; and that any and all such personal liability,
either at common law or in equity or by constitution or statute, or any and all
such rights and claims against, every such incorporator, partner, stockholder,
officer or director, as such, because of the creation of the indebtedness
authorized by the Indenture, or under or by reason of the obligations, covenants
or agreements contained in the Indenture or this Note or implied therefrom, are,
by acceptance of this Note, hereby expressly waived and released as a condition
of, and as consideration for, the issue of this Note. In the event of any sale
or transfer of its assets and liabilities substantially as an entirety to a
successor entity, the predecessor entity may be dissolved and liquidated as more
fully set forth in the Indenture.

         All U.S. dollar amounts used in or resulting from calculations referred
to in this Note shall be rounded to the nearest cent (with one half cent being
rounded upwards).

         THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK.


                                      A-8


<PAGE>


                                PARENT GUARANTEE

         FOR VALUE RECEIVED, the undersigned hereby, jointly and severally with
the Subsidiary Guarantors, if any, unconditionally guarantees to the Holder of
the accompanying Series B Medium-Term Note (the "Note") issued by AMB Property,
L.P. (the "Operating Partnership") under an Indenture dated as of June 30, 1998
(together with the First Supplemental Indenture, the Second Supplemental
Indenture and the Third Supplemental Indenture, each dated as of June 30, 1998,
the Fourth Supplemental Indenture dated as of August 15, 2000 and the Fifth
Supplemental Indenture dated as of May 7, 2002, the "Indenture") among the
Operating Partnership, AMB Property Corporation and State Street Bank and Trust
Company of California, N.A., as trustee (the "Trustee"), (a) the full and prompt
payment of the principal of and premium, if any, on such Note when and as the
same shall become due and payable, whether at the Maturity Date (as defined in
the Note), by acceleration, by redemption, repurchase or otherwise, and (b) the
full and prompt payment of the interest on such Note when and as the same shall
become due and payable, according to the terms of such Note and of the
Indenture. In case of the failure of the Operating Partnership punctually to pay
any such principal, premium or interest, the undersigned hereby agrees to cause
any such payment to be made punctually when and as the same shall become due and
payable, whether at the Maturity Date, upon acceleration, by redemption or
repayment or otherwise, and as if such payment were made by the Operating
Partnership. The undersigned hereby agrees, jointly and severally with the
Subsidiary Guarantors, if any, that its obligations hereunder shall be as
principal and not merely as surety, and shall be absolute and unconditional, and
shall not be affected, modified or impaired by the following: (a) the failure to
give notice to the Guarantors of the occurrence of an Event of Default under the
Indenture; (b) the waiver, surrender, compromise, settlement, release or
termination of the payment, performance or observance by the Operating
Partnership or the Guarantors of any or all of the obligations, covenants or
agreements of either of them contained in the Indenture or any Note; (c) the
acceleration, extension or any other changes in the time for payment of any
principal of or interest or any premium on any Note or for any other payment
under the Indenture or of the time for performance of any other obligations,
covenants or agreements under or arising out of the Indenture or any Note; (d)
the modification or amendment (whether material or otherwise) of any obligation,
covenant or agreement set forth in the Indenture or any Note; (e) the taking or
the omission of any of the actions referred to in the Indenture and in any of
the actions under any Note; (f) any failure, omission, delay or lack on the part
of the Trustee to enforce, assert or exercise any right, power or remedy
conferred on the Trustee in the Indenture, or any other action or acts on the
part of the Trustee or any of the Holders from time to time of any Note; (g) the
voluntary or involuntary liquidation, dissolution, sale or other disposition of
all or substantially all the assets, marshaling of assets and liabilities,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition with creditors or readjustment of, or
other similar proceedings affecting the Guarantors or the Operating Partnership
or any of the assets of any of them, or any allegation or contest of the
validity of this Parent Guarantee in any such proceeding; (h) to the extent
permitted by law, the release or discharge by operation of law of the Guarantors
from the performance or observance of any obligation, covenant or agreement
contained in the Indenture; (i) to the extent permitted by law, the release or
discharge by operation of law of the Operating Partnership from the performance
or observance of any obligation, covenant or agreement contained in the
Indenture; (j) the default or failure of the Operating Partnership or the
Trustee fully to perform any of its obligations set forth in the Indenture or
any Note; (k) the invalidity, irregularity or unenforceability of the Indenture
or any Note or any part of any thereof; (l) any judicial or governmental action
affecting the Operating Partnership or any Note or consent or indulgence granted
to the Operating Partnership by the Holders or by the Trustee; or (m) the
recovery of any judgment against the Operating Partnership or any action to
enforce the same or any other circumstance which might constitute a legal or
equitable discharge of a surety or guarantor. The undersigned hereby waives
diligence, presentment, demand of payment, filing of claims with a court in the
event of merger, sale, lease or conveyance of all or substantially all of its
assets, insolvency or bankruptcy of any Guarantor or the Operating Partnership,
any right to require a proceeding first against any other Guarantor or the
Operating Partnership, protest or notice with respect to such Note or the
indebtedness evidenced thereby and all demands whatsoever, and covenants that
this Parent Guarantee will not be discharged except by complete performance of
the obligations contained in such Note and in this Parent Guarantee.

         No reference herein to such Indenture and no provision of this Parent
Guarantee or of such Indenture shall alter or impair the guarantee of the
undersigned, which is absolute and unconditional, of the full and prompt payment
of the principal of and premium, if any, and interest on the Note.



                                      A-9
<PAGE>



         THIS PARENT GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

         This Parent Guarantee shall not be valid or obligatory for any purpose
until the certificate of authentication on the Note shall have been executed by
the Trustee under the Indenture referred to above by the manual signature of one
of its authorized officers. The validity and enforceability of this Parent
Guarantee shall not be affected by the fact that it is not affixed to any
particular Note.

         An Event of Default under the Indenture or any Note shall constitute an
event of default under this Parent Guarantee, and shall entitle the Holder of
the Note to accelerate the obligations of the undersigned hereunder in the same
manner and to the same extent as the obligations of the Operating Partnership.

         Notwithstanding any other provision of this Parent Guarantee to the
contrary, the undersigned hereby waives any claims or other rights which it may
now have or hereafter acquire against any other Guarantor or the Operating
Partnership that arise from the existence or performance of its obligations
under this Parent Guarantee (all such claims and rights are referred to as
"Guarantor's Conditional Rights"), including, without limitation, any right of
subrogation, reimbursement, exoneration, contribution, or indemnification, any
right to participate in any claim or remedy against any Guarantor or the
Operating Partnership, whether or not such claim, remedy or right arises in
equity or under contract, statute or common law, by any payment made hereunder
or otherwise, including without limitation, the right to take or receive from
any Guarantor or the Operating Partnership, directly or indirectly, in cash or
other property or by setoff or in any other manner, payment or security on
account of such claim or other rights. The undersigned hereby agrees not to
exercise any rights which may be acquired by way of contribution under this
Parent Guarantee or any other agreement, by any payment made hereunder or
otherwise, including, without limitation, the right to take or receive from any
other guarantor, directly or indirectly, in cash or other property or by setoff
or in any other manner, payment or security on account of such contribution
rights. If, notwithstanding the foregoing provisions, any amount shall be paid
to the undersigned on account of the Guarantor's Conditional Rights and either
(i) such amount is paid to such undersigned party at any time when the
indebtedness shall not have been paid or performed in full, or (ii) regardless
of when such amount is paid to such undersigned party, any payment made by any
Guarantor or the Operating Partnership to a Holder that is at any time
determined to be a Preferential Payment (as defined below), then such amount
paid to the undersigned shall be held in trust for the benefit of such Holder
and shall forthwith be paid such Holder to be credited and applied upon the
indebtedness, whether matured or unmatured. Any such payment is herein referred
to as a "Preferential Payment" to the extent any Guarantor or the Operating
Partnership makes any payment to such Holder in connection with the Note, and
any or all of such payment is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required to be repaid or paid over to a
trustee, receiver or any other entity, whether under any bankruptcy act or
otherwise.

         To the extent that any of the provisions of the immediately preceding
paragraph shall not be enforceable, the undersigned agrees that until such time
as the indebtedness has been paid and performed in full and the period of time
has expired during which any payment made by any Guarantor, the Operating
Partnership or the undersigned to a Holder may be determined to be a
Preferential Payment, Guarantor's Conditional Rights to the extent not validly
waived shall be subordinate to Holders' right to full payment and performance of
the indebtedness and the undersigned shall not enforce any of Guarantor's
Conditional Rights until such time as the indebtedness has been paid and
performed in full and the period of time has expired during which any payment
made by any Guarantor, the Operating Partnership or the undersigned to Holders
may be determined to be a Preferential Payment.

         The obligations of the undersigned to the Holder of the Note and to the
Trustee pursuant to this Parent Guarantee and the Indenture are expressly set
forth in Article 14 of the Indenture and reference is hereby made to the
Indenture for the precise terms of this Parent Guarantee and all of the other
provisions of the Indenture to which this Parent Guarantee relates.

         Capitalized terms used in this Parent Guarantee which are not defined
herein shall have the meanings assigned to them in the Indenture.



                                      A-10
<PAGE>




         IN WITNESS WHEREOF, the undersigned has caused this Parent Guarantee to
be duly executed.

Dated:
      -------------------
                                        AMB PROPERTY CORPORATION

                                        By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                      A-11
<PAGE>




                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto:

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE:
                                               ---------------------------------




--------------------------------------------------------------------------------
    (Please print or typewrite name and address of Assignee, including postal
                             zip code of assignee)

--------------------------------------------------------------------------------



this Note and all rights thereunder, hereby irrevocably constituting and
appointing:

--------------------------------------------------------------------------------

Attorney, to transfer this Note on the books of the Trustee, with full power of
substitution in the premises.

Dated:
      ---------------------------       ----------------------------------------
                                        Notice: The signature(s) on this
                                                Assignment must correspond with
                                                the name(s) as written upon the
                                                face of this Note in every
                                                particular, without alteration
                                                or enlargement or any change
                                                whatsoever.



                                      A-12
<PAGE>




                            OPTION TO ELECT REPAYMENT

         The undersigned hereby requests and irrevocably instructs the Operating
Partnership to repay the within Note on the Optional Repayment Date specified on
the face hereof occurring at least 30 but not more than 60 days after the date
of receipt of the within Note by the Trustee at the corporate trust office of
the Trustee's Affiliate, State Street Bank and Trust Company, at 61 Broadway
Street, New York, New York (or at such other addresses of which the Operating
Partnership shall notify the registered holders of the Note of this series).

       (     )    In whole

       (     )    In part equal to $_________________ (must be a whole multiple
                  of $1,000 and the remaining principal amount must be at least
                  $1,000; or if the Note is denominated in a Foreign Currency or
                  composite currency, rounded integrals of 1,000 units of the
                  Foreign Currency or composite currency and the remaining
                  principal amount must be at least 1,000 units of the Foreign
                  Currency or composite currency)


at a price equal to the Repayment Price, determined in accordance with the terms
of the Note.


Signature:                             Please print or type name and address:





---------------------------------------   --------------------------------------
Notice: The signature on this Option to
        Elect Repayment must correspond   --------------------------------------
        with the name as written upon
        the face of the within            --------------------------------------
        instrument in every particular
        without alteration or             --------------------------------------
        enlargement or any change
        whatever.



                                      A-13
<PAGE>




                                  ABBREVIATIONS

      The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>

<S>                                                    <C>
TEN COM--as tenants in common                          UNIF GIFT MIN ACT--_____ Custodian_____
                                                                          (Cust)         (Minor)
TEN ENT--as tenants by the entireties                  Under Uniform Gifts to Minors Act ___________
                                                                                           (State)
JT TEN--as joint tenants with right of survivorship
        and not as tenants in common
</TABLE>

   Additional abbreviations may also be used though not in the above list.


                                      A-14
<PAGE>




                                                                       EXHIBIT B

                     FORM OF FLOATING RATE MEDIUM-TERM NOTES

                                 (FACE OF NOTE)

                                AMB PROPERTY L.P.

                           MEDIUM-TERM NOTE, SERIES B

REGISTERED                     (FLOATING RATE)                        REGISTERED

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE OPERATING
PARTNERSHIP (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
<TABLE>

<S>                                             <C>                                       <C>
NOTE NO:  FLR -_____________________________    CUSIP NO.:______________________________  PRINCIPAL AMOUNT:_________________________

ORIGINAL ISSUE DATE:________________________    REGISTERED HOLDER:______________________  SPECIFIED CURRENCY:_______________________

MATURITY DATE:______________________________    FORM:      [ ] Book-Entry                 PRINCIPAL FINANCIAL CENTER:_______________
                                                           [ ] Certificated               (if the Specified Currency is other than
TRADE DATE:_________________________________                                              U.S. Dollars or Euro)

CALCULATION AGENT:__________________________    AGENT'S DISCOUNT OR COMMISSION: _______%  AUTHORIZED DENOMINATION:__________________
(if other than State Street Bank and Trust                                                (if other than $1,000 or integral
Company  of California, N.A.)                   NET PROCEEDS TO ISSUER:_________________  multiples thereof)

EXCHANGE RATE AGENT:________________________    INITIAL INTEREST RATE:_______% per annum  INTEREST PAYMENT DATES:___________________
(if other than State Street Bank and Trust
Company  of California, N.A.)                                                             REGULAR RECORD DATES:_____________________

INTEREST RATE BASIS:                            INDEX MATURITY:                           INTEREST RESET FREQUENCY:
[ ] CD Rate                                     [ ] Daily        [ ] 5 Year               [ ] Daily        [ ] Monthly
[ ] Commercial Paper Rate
[ ] CMT Rate (Telerate Page 7052 unless         [ ] 1 Month      [ ] 7 Year               [ ] Weekly       [ ] Quarterly
       otherwise designated below)
    [ ] Designated CMT Telerate Page:____       [ ] 3 Months     [ ] 10 Year              [ ] Semi-annually during the months of:
    [ ] Designated CMT Maturity Index:____
           (if other than two years)            [ ] 6 Months     [ ] 20 Year              [ ]_________________ and _________________
[ ] EURIBOR                                                                               [ ] Annually during the month of _________
[ ] Federal Funds Rate                          [ ] 1 Year       [ ] 30 Year
[ ] LIBOR
        Designated LIBOR Page:                  [ ] 2 Year       [ ] Other
        [ ] LIBOR Reuters Page:____                                                       MAXIMUM INTEREST RATE:___________________%
        [ ] LIBOR Telerate Page:____            [ ] 3 Year

        Index Currency:_____________________                                              MINIMUM INTEREST RATE:___________________%
[ ] Prime Rate                                  SPREAD:
[ ] Treasury Rate                               [ ] +                                     INITIAL INTEREST RESET DATE:______________
[ ] Other (see attached)                        [ ] - ________________ Basis Points
                                                                                          INTEREST RESET DATE(S):___________________

                                                and /or SPREAD MULTIPLIER:__________      INTEREST DETERMINATION DATE(S):___________





REDEMPTION:                                     REPAYMENT:                                INTEREST CATEGORY:
[ ] The Note cannot be redeemed prior to        [ ] The Note cannot be repaid prior to
    maturity                                        maturity                             [ ] Regular Floating Rate Note
[ ]The Note may be redeemed at the              [ ] The Note may be repaid prior to      [ ] Floating Rate/Fixed Rate Note
   option of the Operating Partnership prior    maturity at the option of the Holder         [ ] Fixed Rate Commencement Date:_____
   to maturity                                  of the Note                                  [ ] Fixed Interest Rate:______________%
Redemption Commencement Date:___________        Optional Repayment Date(s):_________     [ ] Inverse Floating Rate Note
Initial Redemption Percentage:_________%        Repayment Price:___________________%         [ ] Fixed Interest Rate:______________%
Annual Redemption Percentage Reduction:____%
</TABLE>




                                       B-1
<PAGE>




<TABLE>


<S>                                             <C>                                       <C>
DISCOUNT NOTES:       [ ] Yes  [ ] No           ADDENDUM ATTACHED: Yes [ ]  No [ ]        OTHER/ADDITIONAL PROVISIONS:
Issue Price:________________________________
Total Amount of OID:________________________
Yield to Maturity:__________________________
Initial Accrual Period:_____________________
</TABLE>



                                      B-2
<PAGE>



         AMB PROPERTY, L.P., a Delaware limited partnership (hereinafter called
the "Operating Partnership", which term includes any successor under the
Indenture referred to below), for value received, hereby promises to pay to the
Registered Holder specified on the face hereof or registered assigns ("Holder"),
upon presentation and surrender of this Note, on the Maturity Date specified on
the face hereof (except to the extent repaid or redeemed prior to the Maturity
Date) the Principal Amount specified on the face hereof in the Specified
Currency specified on the face hereof, and to pay interest thereon at the
Initial Interest Rate per annum specified on the face hereof until the Initial
Interest Reset Date specified on the face hereof and, thereafter, at the rate
determined in accordance with the provisions on the reverse hereof, depending on
the Interest Rate Basis specified on the face hereof, until the principal hereof
is paid or duly made available for payment.

         The Operating Partnership will pay interest (other than defaulted
interest) on each Interest Payment Date, (as defined below) commencing with the
first Interest Payment Date next succeeding the Original Issue Date specified on
the face hereof, to the person who is the Holder of this Note on the applicable
Regular Record Date (as defined below); provided that if the Original Issue Date
occurs between a Regular Record Date and an Interest Payment Date, the Operating
Partnership will make the first payment of interest on the Interest Payment Date
following the next Regular Record Date to the registered owner on that Regular
Record Date. Unless otherwise specified on the face hereof, the "Regular Record
Date" with respect to this Note shall be the fifteenth calendar day immediately
preceding the related Interest Payment Date or Dates, whether or not such date
shall be a Business Day (as defined below).

         The Operating Partnership will pay interest due on the Maturity Date,
Redemption Date (as defined on the reverse hereof) or Repayment Date (as defined
on the reverse hereof), as applicable, to the same person to whom it is paying
the principal amount; provided that if the Operating Partnership would have made
a regular interest payment on the Maturity Date, Redemption Date or Repayment
Date, as the case may be, it will make that regular interest payment to the
Holder as of the applicable Regular Record Date, even if it is not the same
person to whom it is paying the principal amount.

         Any such interest not so punctually paid or duly provided for
("Defaulted Interest") will forthwith cease to be payable to the Holder on any
Regular Record Date, and shall be paid, at the election of the Operating
Partnership, to either (i) to the Holder at the close of business on a special
record date (the "Special Record Date") for the payment of such Defaulted
Interest to be fixed by the Trustee (as defined on the reverse hereof), notice
whereof shall be given to the Holder of this Note by the Trustee not less than
10 calendar days prior to such Special Record Date or (ii) at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which this Note may be listed, and upon such notice as may be
required by such exchange, all as more fully provided for in the Indenture.

         Unless specified on the face hereof, payments of interest on this Note
with respect to any Interest Payment Date, Maturity Date, Redemption Date or
Repayment Date, as applicable, will include interest accrued from and including
each immediately preceding Interest Payment Date (or from and including the
Original Date of Issue if no interest has been paid or duly provided for), to,
but excluding, the Interest Payment Date, Maturity Date, Redemption Date or
Repayment Date, as the case may be. However, in case the interest rate on this
Note is reset daily or weekly, unless otherwise specified on the face hereof,
the interest payments will include interest accrued only from, but excluding,
the Regular Record Date through which interest has been paid (or from and
including the Original Issue Date, if no interest has been paid with respect to
this Note) through and including the Regular Record Date next preceding the
applicable Interest Payment Date, except that the interest payment on the
Maturity Date, Redemption Date or Repayment Date, as applicable, will include
interest accrued to, but excluding, the Maturity Date, Redemption Date or
Repayment Date, as the case may be.

         Payment of principal (and premium, if any) and interest on, this Note
on any day, if the Holder of this Note is DTC (or its nominee or other
depository, a "Depository"), will be made in accordance with any applicable
provisions of such written agreement between the Operating Partnership, the
Trustee and the Depository (or its nominee) as may be in effect from time to
time. Otherwise payment of principal (and premium, if any) and interest on, this
Note on any day shall be payable and this Note may be surrendered for the
registration of transfer or exchange at the Office of the Trustee's affiliate,
State Street Bank and Trust Company, at 61 Broadway, 15th Floor, New York, New
York 10006, unless the Holder of this Note is notified otherwise; provided,
however, that at the option of the Operating Partnership, interest may be paid
by check mailed to the address of the Person entitled thereto as such address
shall appear in the Operating Partnership's Security Register or by wire
transfer, if proper wire instructions are on file with the Trustee or are
received at presentment, to an account maintained by the payee located in the
United States. Unless the Holder of

                                      B-3
<PAGE>

this Note is notified otherwise, the place where notices or demands to or upon
the Operating Partnership in respect of this Note and the Indenture may be
served shall be the Corporate Trust Office of the Trustee at 633 West Fifth
Street, 12th Floor, Los Angeles, California 90071.

         To receive payment of a U.S. dollar denominated Note upon redemption
(if applicable) or at maturity, a Holder must make presentation and surrender of
such Note on or before the Redemption Date or Maturity Date, as applicable. To
receive payment of a Note denominated in a Foreign Currency (as defined on the
reverse hereof) or composite currency upon redemption or at maturity, a Holder
must make presentation and surrender of such Note not less than two Business
Days prior to the Redemption Date or Maturity Date, as applicable. Upon
presentation and surrender of a Note denominated in a Foreign Currency or
composite currency at any time after the date two Business Days prior to the
Redemption Date or Maturity Date, as applicable, the Operating Partnership will
pay the principal amount (and premium, if any) of such Note, and any interest
due upon redemption or at maturity (unless the Redemption Date or Maturity Date
is an Interest Payment Date), two Business Days after such presentation and
surrender.

         For procedures relating to the receipt of payment upon repayment, if
applicable, see the reverse hereof.

         The Calculation Agent (which shall be State Street Bank and Trust
Company of California, N.A. unless otherwise specified on the face hereof, and
which may be changed by the Operating Partnership from time to time) will
generally determine the Initial Interest Rate as if the Original Issue Date of
the Note were an Interest Reset Date. The Interest Reset Dates and Interest
Payment Dates, each specified on the face hereof, are determined by the
frequency with which the interest rate resents (the "Interest Reset Frequency").
Interest will be payable, in the case of Notes which reset daily, weekly or
monthly, on the third Wednesday of each month or on the third Wednesday of each
March, June, September and December of each year, as specified on the face
hereof; in the case of Notes which reset quarterly, on the third Wednesday of
March, June, September and December of each year; in the case of Notes which
reset semi-annually, on the third Wednesday of the two months of each year
specified on the face hereof; and in the case of Notes which reset annually, on
the third Wednesday of the month specified on the face hereof (each an "Interest
Payment Date"), and in each case, on the Maturity Date.

         The Calculation Agent will compute the interest for each day in the
applicable interest period by dividing the interest rate applicable to each such
day by (i) 360 in the case of CD Rate Notes, Commercial Paper Rate Notes,
EURIBOR Notes, Federal Funds Rate Notes, LIBOR Notes or Prime Rate Notes, or
(ii) by the actual number of days in the year in the case of CMT Rate Notes or
Treasury Rate Notes. The interest factor for Notes for which the interest rate
is calculated with reference to two or more Interest Rate Bases (as described
below) will be calculated in each period in the same manner as if only the
lowest of the applicable Interest Rates Bases applied.

         Except as specified on the face hereof, the Interest Reset Frequency on
this Note will be daily, weekly, monthly, quarterly, semi-annually or annually,
as specified on the face hereof. Except as specified on the face hereof, if this
Note resets daily, the Interest Reset Date will be each Business Day; if this
Note resets weekly, the Interest Reset Date will be the Wednesday of each week
(with the exception of weekly reset Treasury Rate Notes, which reset Tuesday of
each week except as provided below); if this Note resets monthly, the Interest
Reset Date will be the third Wednesday of each month; if this Note resets
quarterly, the Interest Reset Date will be the third Wednesday of each March,
June, September and December of each year; if this Note resets semi-annually,
the Interest Reset Date will be the third Wednesday of each of the two months of
each year specified on the face hereof; and if this Note resets annually, the
Interest Reset Date will be the third Wednesday of the month of each year as
specified on the face hereof.

         The interest rate in effect on each day that is not an Interest Reset
Date will be the interest rate determined as of the Interest Determination Date
(as specified on the face hereof) pertaining to the immediately preceding
Interest Reset Date and the interest rate in effect on any day that is an
Interest Reset Date will be the interest rate determined as of the Interest
Determination Date pertaining to such Interest Reset Date; provided, however,
that the interest rate in effect for the period, if any, from the Original Issue
Date to the Initial Interest Reset Date will be the Initial Interest Rate;
provided, further, that if this Note is a Floating Rate/Fixed Rate Note the
interest rate in effect for the period commencing on the Fixed Rate Commencement
Date specified on the face hereof to the Maturity Date shall be the Fixed
Interest Rate specified on the face hereof or, if no interest rate is specified,
the interest rate in effect on the day immediately preceding the Fixed Rate
Commencement Date.

                                      B-4
<PAGE>

         If any Interest Reset Date would otherwise be a day that is not a
Business Day, the Interest Reset Date shall be postponed to the next succeeding
day that is a Business Day, except that in the case of a LIBOR Note or a Note
for which LIBOR is an applicable Interest Rate Basis and such Business Day falls
in the next succeeding calendar month, such Interest Reset Date will be the
immediately preceding Business Day. In addition, if the Treasury Rate is an
applicable Interest Rate Basis and an auction falls on the day that would be an
Interest Reset Date, then the Interest Reset Date will be postponed to the first
Business Day after the auction.

         If an Interest Payment Date (other than the Maturity Date, Redemption
Date or Repayment Date) for this Note falls on a day that is not a Business Day,
the Interest Payment Date will be postponed to the next Business Day. However,
if the postponement would cause the Interest Payment Date for a LIBOR-based or a
EURIBOR-based Note to be in the next calendar month, the Interest Payment Date
will be moved to the immediately preceding Business Day. If the Maturity Date or
Redemption Date or Repayment Date, if any, for a Note falls on a day that is not
a Business Day, principal and interest will be paid on the next Business Day;
provided that interest on the payment will not accrue for the period from the
original Interest Payment Date, Maturity Date or Redemption Date or Repayment
Date, as the case may be, to the date of such payment on the next Business Day.

         "Business Day" as used herein means any day, other than a Saturday or
Sunday, (a) that is neither a legal holiday nor a day on which banking
institutions are authorized or required by law or regulation to close (x) in The
City of New York or (y) for notes denominated in a specified currency other than
U.S. dollars, Australian dollars or euro, in the principal financial center of
the country of the specified currency or (z) for notes denominated in Australian
dollars, in Sydney, and (b) for notes denominated in euro, that is also a day on
which the Trans-European Automated Real-time Gross Settlement Express Transfer
System, which is commonly referred to as "TARGET," is operating.

         The Calculation Agent shall calculate the interest rate on this Note on
or before each Calculation Date (as defined below) and, upon request, provide
the Holder of this Note the interest rate (the "Floating Interest Rate") then in
effect and, if different, the Floating Interest Rate which will become effective
as a result of a determination made for the next Interest Reset Date with
respect to this Note. The Calculation Agent's determination of any Floating
Interest Rate will be final and binding in the absence of manifest error. Unless
otherwise specified on the face hereof or in an Addendum hereto, the
"Calculation Date", where applicable, pertaining to any Interest Determination
Date will be the earlier of (a) the tenth calendar day after such Determination
Date, or if any such day is not a Business Day, the next succeeding Business
Day, or (b) the Business Day immediately preceding the applicable Interest
Payment Date or Maturity Date, as the case may be.

         Interest on this Note will be calculated by reference to the Interest
Rate Basis or Bases, specified on the face hereof, (a) plus or minus the Spread,
if any, specified on the face hereof, and/or (b) multiplied by the Spread
Multiplier, if any, specified on the face hereof. The Interest Rate Basis may be
one or more of: (1) the CD Rate, (2) the CMT Rate, (3) the Commercial Paper
Rate, (4) EURIBOR, (5) the Federal Funds Rate, (6) LIBOR, (7) the Treasury Rate,
(8) the Prime Rate or (9) such other Interest Rate Basis or interest rate
formula as is specified on the face hereof. The "Index Maturity" is the period
to maturity of the instrument or obligation with respect to which the related
Interest Rate Basis or Bases are calculated. Except as otherwise provided
herein, all percentages resulting from any interest rate calculation will be
rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of a percentage point rounded upwards (e.g.,
9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)), and all
U.S. dollar amounts used in or resulting from such calculation with be rounded
to the nearest cent or, in the case of a foreign currency or composite currency,
to the nearest unit (with one-half cent being rounded upward).

         Notwithstanding the other provisions herein, the Floating Interest Rate
hereon which may accrue during any interest period shall not be greater than the
Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any,
each as set forth on the face hereof, and, in addition, the Floating Interest
Rate shall in no event be higher than the maximum rate permitted by New York
law, as the same may be modified by United States law of general application.

         The interest rate borne by this Note will be determined as follows:

                  (i) Unless the Interest Category of this Note is specified on
         the face hereof as a "Floating Rate/Fixed Rate Note" or an "Inverse
         Floating Rate Note", this Note shall be designated as a "Regular
         Floating Rate Note" and, except as set forth below or on the face
         hereof, shall bear interest at the rate determined by

                                      B-5
<PAGE>

         reference to the applicable Interest Rate Basis or Bases (a) plus or
         minus the Spread, if any, and/or (b) multiplied by the Spread
         Multiplier, if any, in each case as specified on the face hereof.
         Commencing on the Initial Interest Reset Date, the rate at which
         interest on this Note shall be payable shall be reset as of each
         Interest Rate Date specified on the face hereof; provided, however,
         that the interest rate in effect for the period, if any, from the
         Original Issue Date to the Initial Interest Reset Date shall be the
         Initial Interest Rate.

                  (ii) If the Interest Category of this Note is specified on the
         face hereof as a "Floating Rate/Fixed Rate Note", then, except as set
         forth below or on the face hereof, this Note shall bear interest at the
         rate determined by reference to the applicable Interest Rate Basis or
         Bases (a) plus or minus the Spread, if any, and/or (b) multiplied by
         the Spread Multiplier, if any. Commencing on the Initial Interest Reset
         Date, the rate at which interest on this Note shall be payable shall be
         reset as of each Interest Reset Date; provided, however, that (y) the
         interest rate in effect for the period, if any, from the Original Issue
         Date to the Initial Interest Reset Date shall be the Initial Interest
         Rate and (z) the interest rate in effect for the period commencing on
         the Fixed Rate Commencement Date specified on the face hereof to the
         Maturity Date shall be the Fixed Interest Rate specified on the face
         hereof or, if no such Fixed Interest Rate is specified, the interest
         rate in effect hereon on the day immediately preceding the Fixed Rate
         Commencement Date.

                  (iii) If the Interest Category of this Note is specified on
         the face hereof as an "Inverse Floating Rate Note", then, except as set
         forth below or on the face hereof, this Note shall bear interest at the
         Fixed Interest Rate minus the rate determined by reference to the
         applicable Interest Rate Basis or Bases (a) plus or minus the Spread,
         if any, and/or (b) multiplied by the Spread Multiplier, if any;
         provided, however, that, unless otherwise specified on the face hereof,
         the interest rate hereon shall not be less than zero. Commencing on the
         Initial Reset Date, the rate at which interest on this Note shall be
         payable shall be reset as of each Interest Reset Date; provided,
         however, that the interest rate in effect for the period, if any, from
         the Original Issue Date to the Initial Interest Reset Date shall be the
         Initial Interest Rate.

Determination of CD Rate.

         "CD rate" means, for any Interest Determination Date, the rate on that
date for negotiable certificates of deposit having the Index Maturity specified
on the face hereof as published by the Board of Governors of the Federal Reserve
System in "Statistical Release H.15(519), Selected Interest Rates," or any
successor publication of the Board of Governors of the Federal Reserve System
("H.15(519)") under the heading "CDs (Secondary Market)."

         The following procedures will be followed if the CD rate cannot be
determined as described above:

         -        If the above rate is not published in H.15(519) by 9:00 a.m.,
                  New York City time, on the Calculation Date, the CD rate will
                  be the rate on that Interest Determination Date set forth in
                  the daily update of H.15(519), available through the world
                  wide website of the Board of Governors of the Federal Reserve
                  System at http://www.bog.frb.fed.us/releases/h15/update, or
                  any successor site or publication, which is commonly referred
                  to as the "H.15 Daily Update," for the Interest Determination
                  Date for certificates of deposit having the Index Maturity
                  specified on the face hereof, under the caption "CDs
                  (Secondary Market)."

         -        If the above rate is not yet published in either H.15(519) or
                  the H.15 Daily Update by 3:00 p.m., New York City time, on the
                  Calculation Date, the Calculation Agent will determine the CD
                  rate to be the arithmetic mean of the secondary market offered
                  rates as of 10:00 a.m., New York City time, on that Interest
                  Determination Date of three leading nonbank dealers in
                  negotiable U.S. dollar certificates of deposit in The City of
                  New York selected by the Calculation Agent, after consultation
                  with the Operating Partnership, for negotiable certificates of
                  deposit of major United States money center banks of the
                  highest credit standing in the market for negotiable
                  certificates of deposit with a remaining maturity closest to
                  the Index Maturity specified on the face hereof in an amount
                  that is representative for a single transaction in that market
                  at that time.

         -        If the dealers selected by the Calculation Agent are not
                  quoting as set forth above, the CD rate will remain the CD
                  rate for the immediately preceding Interest Reset Period, or,
                  if there was no Interest Reset Period, the rate of interest
                  payable will be the Initial Interest Rate.

                                       B-6
<PAGE>

Determination of CMT Rate.

      The "CMT rate" means, for any Interest Determination Date, the rate
displayed on the Designated CMT Telerate Page, as defined below, under the
caption "... Treasury Constant Maturities ... Federal Reserve Board Release
H.15... Mondays Approximately 3:45 p.m.," under the column for the Designated
CMT Maturity Index, as defined below, for:

            (1) the rate on that Interest Determination Date, if the Designated
      CMT Telerate Page is 7051; and

            (2) the week or the month, as applicable, ended immediately
      preceding the week in which the related Interest Determination Date
      occurs, if the Designated CMT Telerate Page is 7052.

      The following procedures will be followed if the CMT rate cannot be
determined as described above:

      -     If that rate is no longer displayed on the relevant page, or if not
            displayed by 3:00 p.m., New York City time, on the related
            Calculation Date, then the CMT rate will be the Treasury Constant
            Maturity rate for the Designated CMT Maturity Index as published in
            the relevant H.15(519).

      -     If the rate described in the immediately preceding sentence is no
            longer published, or if not published by 3:00 p.m., New York City
            time, on the related Calculation Date, then the CMT rate will be the
            Treasury Constant Maturity rate for the Designated CMT Maturity
            Index or other United States Treasury rate for the Designated CMT
            Maturity Index on the Interest Determination Date as may then be
            published by either the Board of Governors of the Federal Reserve
            System or the United States Department of the Treasury that the
            Calculation Agent determines to be comparable to the rate formerly
            displayed on the Designated CMT Telerate Page and published in the
            relevant H.15(519).

      -     If the information described in the immediately preceding sentence
            is not provided by 3:00 p.m., New York City time, on the related
            Calculation Date, then the Calculation Agent will determine the CMT
            rate to be a yield to maturity, based on the arithmetic mean of the
            secondary market closing offer side prices as of approximately 3:30
            p.m., New York City time, on the Interest Determination Date,
            reported, according to their written records, by three leading
            primary United States government securities dealers, which is
            referred to as a "reference dealer," in The City of New York, which
            may include an agent or other affiliates of ours, selected by the
            Calculation Agent as described in the following sentence. The
            Calculation Agent will select five reference dealers, after
            consultation with the Operating Partnership, and will eliminate the
            highest quotation or, in the event of equality, one of the highest,
            and the lowest quotation or, in the event of equality, one of the
            lowest, for the most recently issued direct noncallable fixed rate
            obligations of the United States, which are commonly referred to as
            "Treasury notes," with an original maturity of approximately the
            Designated CMT Maturity Index and a remaining term to maturity of
            not less than that Designated CMT Maturity Index minus one year. If
            two Treasury notes with an original maturity as described above have
            remaining terms to maturity equally close to the Designated CMT
            Maturity Index, the quotes for the Treasury note with the shorter
            remaining term to maturity will be used.

      -     If the Calculation Agent cannot obtain three Treasury notes
            quotations as described in the immediately preceding sentence, the
            Calculation Agent will determine the CMT rate to be a yield to
            maturity based on the arithmetic mean of the secondary market offer
            side prices as of approximately 3:30 p.m., New York City time, on
            the Interest Determination Date of three reference dealers in The
            City of New York, selected using the same method described in the
            immediately preceding sentence, for Treasury notes with an original
            maturity equal to the number of years closest to but not less than
            the Designated CMT Maturity Index and a remaining term to maturity
            closest to the Designated CMT Maturity Index and in an amount of at
            least $100,000,000.

      -     If three or four (and not five) of the reference dealers are quoting
            as described above, then the CMT rate will be based on the
            arithmetic mean of the offer prices obtained and neither the highest
            nor the lowest of those quotes will be eliminated.

                                      B-7
<PAGE>
      -     If fewer than three reference dealers selected by the Calculation
            Agent are quoting as described above, the CMT rate will be the CMT
            rate for the immediately preceding Interest Reset Period, or, if
            there was no Interest Reset Period, the rate of interest payable
            will be the Initial Interest Rate.

      "Designated CMT Telerate Page" means the display on Bridge Telerate, Inc.,
or any successor service, on the page designated on the face hereof or any other
page as may replace that page on that service for the purpose of displaying
Treasury Constant Maturities as reported in H.15(519). If no page is specified
on the face hereof, the Designated CMT Telerate Page will be 7052, or its
successor, for the most recent week.

      "Designated CMT Maturity Index" means the original period to maturity of
the U.S. Treasury securities, which is either one, two, three, five, seven, ten,
20 or 30 years, specified on the face hereof for which the CMT rate will be
calculated. If no maturity is specified on the face hereof, the Designated CMT
Maturity Index will be two years.

Determination of Commercial Paper Rate.

      The "commercial paper rate" means, for any Interest Determination Date,
the money market yield, calculated as described below, of the rate on that date
for commercial paper having the Index Maturity specified on the face hereof, as
that rate is published in H.15(519), under the heading "Commercial Paper --
Nonfinancial."

      The following procedures will be followed if the commercial paper rate
cannot be determined as described above:

      -     If the above rate is not published by 9:00 a.m., New York City time,
            on the Calculation Date, then the commercial paper rate will be the
            money market yield of the rate on that Interest Determination Date
            for commercial paper of the Index Maturity specified on the face
            hereof as published in the H.15 Daily Update under the heading
            "Commercial Paper -- Nonfinancial."

      -     If by 3:00 p.m., New York City time, on that Calculation Date the
            rate is not yet published in either H.15(519) or the H.15 Daily
            Update, then the Calculation Agent will determine the commercial
            paper rate to be the money market yield of the arithmetic mean of
            the offered rates as of 11:00 a.m., New York City time, on that
            Interest Determination Date of three leading dealers of commercial
            paper in The City of New York selected by the Calculation Agent,
            after consultation with the Operating Partnership, for commercial
            paper of the Index Maturity specified on the face hereof, placed for
            an industrial issuer whose bond rating is "AA," or the equivalent,
            from a nationally recognized statistical rating agency.

      -     If the dealers selected by the Calculation Agent are not quoting as
            mentioned above, the commercial paper rate for that Interest
            Determination Date will remain the commercial paper rate for the
            immediately preceding Interest Reset Period, or, if there was no
            Interest Reset Period, the rate of interest payable will be the
            Initial Interest Rate.

      The "money market yield" will be a yield calculated in accordance with the
following formula and expressed as a percentage:

                                               D x 360
                      Money Market Yield = --------------- x 100
                                            360 - (D x M)

where "D" refers to the applicable per year rate for commercial paper quoted on
a bank discount basis and expressed as a decimal and "M" refers to the actual
number of days in the interest period for which interest is being calculated.

EURIBOR Notes

      "EURIBOR" means, for any Interest Determination Date, the rate for
deposits in euros as sponsored, calculated and published jointly by the European
Banking Federation and ACI - The Financial Market Association, or any company
established by the joint sponsors for purposes of compiling and publishing those
rates, for the Index Maturity specified on the face hereof as that rate appears
on the display on Bridge Telerate, Inc., or any successor

                                      B-8
<PAGE>
service, on page 248 or any other page as may replace page 248 on that service,
which is commonly referred to as "Telerate Page 248," as of 11:00 a.m. (Brussels
time).

      The following procedures will be followed if the rate cannot be determined
as described above:

      -     If the above rate does not appear, the Calculation Agent will
            request the principal Euro-zone office of each of four major banks
            in the Euro-zone interbank market, as selected by the Calculation
            Agent, after consultation with the Operating Partnership, to provide
            the Calculation Agent with its offered rate for deposits in euros,
            at approximately 11:00 a.m. (Brussels time) on the interest
            determination date, to prime banks in the Euro-zone interbank market
            for the Index Maturity specified on the face hereof on the
            applicable Interest Reset Date, and in a principal amount not less
            than the equivalent of U.S.$1 million in euro that is representative
            of a single transaction in euro, in that market at that time. If at
            least two quotations are provided, EURIBOR will be the arithmetic
            mean of those quotations.

      -     If fewer than two quotations are provided, EURIBOR will be the
            arithmetic mean of the rates quoted by four major banks in the
            Euro-zone, as selected by the Calculation Agent, after consultation
            with the Operating Partnership, at approximately 11:00 a.m.
            (Brussels time), on the applicable Interest Reset Date for loans in
            euro to leading European banks for a period of time equivalent to
            the Index Maturity specified on the face hereof commencing on that
            Interest Reset Date in a principal amount not less than the
            equivalent of U.S.$1 million in euro.

      -     If the banks so selected by the Calculation Agent are not quoting as
            mentioned in the previous bullet point, the EURIBOR rate in effect
            for the applicable period will be the same as EURIBOR for the
            immediately preceding Interest Reset Period, or, if there was no
            Interest Reset Period, the rate of interest will be the Initial
            Interest Rate.

      "Euro-zone" means the region comprised of member states of the European
Union that adopt the single currency in accordance with the treaty establishing
the European Community, as amended by the treaty on European Union.

Determination of Federal Funds Rate.

      The "federal funds rate" means, for any Interest Determination Date, the
rate on that date for federal funds as published in H.15(519) under the heading
"Federal Funds (Effective)" as displayed on Bridge Telerate, Inc., or any
successor service, on page 120 or any other page as may replace the applicable
page on that service, which is commonly referred to as "Telerate Page 120."

      The following procedures will be followed if the federal funds rate cannot
be determined as described above:

      -     If the above rate is not published by 9:00 a.m., New York City time,
            on the Calculation Date, the federal funds rate will be the rate on
            that Interest Determination Date as published in the H.15 Daily
            Update under the heading "Federal Funds/Effective Rate."

      -     If that rate is not yet published in either H.15(519) or the H.15
            Daily Update by 3:00 p.m., New York City time, on the Calculation
            Date, the Calculation Agent will determine the federal funds rate to
            be the arithmetic mean of the rates for the last transaction in
            overnight federal funds by each of three leading brokers of federal
            funds transactions in The City of New York selected by the
            Calculation Agent, after consultation with the Operating
            Partnership, prior to 9:00 a.m., New York City time, on that
            Interest Determination Date.

      -     If the brokers selected by the Calculation Agent are not quoting as
            mentioned above, the federal funds rate relating to that Interest
            Determination Date will remain the federal funds rate for the
            immediately preceding Interest Reset Period, or, if there was no
            Interest Reset Period, the rate of interest payable will be the
            Initial Interest Rate.

                                      B-9
<PAGE>
Determination of LIBOR.

      The Calculation Agent will determine "LIBOR" for each Interest
Determination Date as follows:

      -     As of the Interest Determination Date, LIBOR will be either:

      -     if "LIBOR Reuters" is specified on the face hereof, the arithmetic
            mean of the offered rates for deposits in the index currency having
            the Index Maturity designated on the face hereof, commencing on the
            second London banking day immediately following that Interest
            Determination Date, that appear on the Designated LIBOR Page, as
            defined below, as of 11:00 a.m., London time, on that Interest
            Determination Date, if at least two offered rates appear on the
            Designated LIBOR Page; except that if the specified Designated LIBOR
            Page, by its terms provides only for a single rate, that single rate
            will be used; or

      -     if "LIBOR Telerate" is specified on the face hereof, the rate for
            deposits in the index currency having the Index Maturity designated
            on the face hereof, commencing on the second London banking day
            immediately following that Interest Determination Date or, if pounds
            sterling is the index currency, commencing on that Interest
            Determination Date, that appears on the Designated LIBOR Page at
            approximately 11:00 a.m., London time, on that Interest
            Determination Date.

      -     If (1) fewer than two offered rates appear and "LIBOR Reuters" is
            specified on the face hereof, or (2) no rate appears and the face
            hereof specifies either (x) "LIBOR Telerate" or (y) "LIBOR Reuters"
            and the Designated LIBOR Page by its terms provides only for a
            single rate, then the Calculation Agent will request the principal
            London offices of each of four major reference banks in the London
            interbank market, as selected by the Calculation Agent after
            consultation with the Operating Partnership, to provide the
            Calculation Agent with its offered quotation for deposits in the
            index currency for the period of the Index Maturity specified on the
            face hereof commencing on the second London banking day immediately
            following the Interest Determination Date or, if pounds sterling is
            the index currency, commencing on that Interest Determination Date,
            to prime banks in the London interbank market at approximately 11:00
            a.m., London time, on that Interest Determination Date and in a
            principal amount that is representative of a single transaction in
            that index currency in that market at that time.

      -     If at least two quotations are provided, LIBOR determined on that
            Interest Determination Date will be the arithmetic mean of those
            quotations. If fewer than two quotations are provided, LIBOR will be
            determined for the applicable interest reset date as the arithmetic
            mean of the rates quoted at approximately 11:00 a.m., London time,
            or some other time specified on the face hereof, in the applicable
            principal financial center for the country of the index currency on
            that interest reset date, by three major banks in that principal
            financial center selected by the Calculation Agent, after
            consultation with the Operating Partnership, for loans in the index
            currency to leading European banks, having the Index Maturity
            specified on the face hereof and in a principal amount that is
            representative of a single transaction in that index currency in
            that market at that time.

      -     If the banks so selected by the Calculation Agent are not quoting as
            mentioned in the previous bullet point, LIBOR in effect for the
            applicable period will be the same as LIBOR for the immediately
            preceding Interest Reset Period, or, if there was no Interest Reset
            Period, the rate of interest payable will be the Initial Interest
            Rate.

      The "index currency" means the currency specified on the face hereof as
the currency for which LIBOR will be calculated, or, if the euro is substituted
for that currency, the index currency will be the euro. If that currency is not
specified on the face hereof, the index currency will be U.S. dollars.

      "Designated LIBOR Page" means either (a) if "LIBOR Reuters" is designated
on the face hereof, the display on the Reuters Monitor Money Rates Service, or
any successor service, on the page specified on the face hereof (or any other
page as may replace the page on the service) for the purpose of displaying the
London interbank rates of major banks for the applicable index currency, or (b)
if "LIBOR Telerate" is designated on the face hereof or neither "LIBOR Reuters"
nor "LIBOR Telerate" is designated on the face hereof, the display on Bridge
Telerate Inc., or any successor

                                      B-10
<PAGE>
service, on the page specified on the face hereof, or any other page as may
replace that page on that service, for the purpose of displaying the London
interbank rates of major banks for the applicable index currency.

Determination of Prime Rate.

      The "prime rate" means, for any Interest Determination Date, the rate on
that date as published in H.15(519) under the heading "Bank Prime Loan."

      The following procedures will be followed if the prime rate cannot be
determined as described above:

      -     If the rate is not published prior to 9:00 a.m., New York City time,
            on the Calculation Date, then the prime rate will be the rate on
            that Interest Determination Date as published in H.15 Daily Update
            under the heading "Bank Prime Loan."

      -     If the rate is not published prior to 3:00 p.m., New York City time,
            on the Calculation Date in either H.15(519) or the H.15 Daily
            Update, then the Calculation Agent will determine the prime rate to
            be the arithmetic mean of the rates of interest publicly announced
            by each bank that appears on the Reuters Screen USPRIME 1 Page, as
            defined below, as that bank's prime rate or base lending rate as in
            effect for that Interest Determination Date.

      -     If fewer than four rates appear on the Reuters Screen USPRIME 1 Page
            for that Interest Determination Date, the Calculation Agent will
            determine the prime rate to be the arithmetic mean of the prime
            rates quoted on the basis of the actual number of days in the year
            divided by 360 as of the close of business on that Interest
            Determination Date by at least three major banks in The City of New
            York selected by the Calculation Agent, after consultation with the
            Operating Partnership.

      -     If the banks selected are not quoting as mentioned above, the prime
            rate will remain the prime rate for the immediately preceding
            Interest Reset Period, or, if there was no Interest Reset Period,
            the rate of interest payable will be the Initial Interest Rate.

      "Reuters Screen USPRIME 1 Page" means the display designated as page
"USPRIME 1" on the Reuters Monitor Money Rates Service, or any successor
service, or any other page as may replace the USPRIME 1 Page on that service for
the purpose of displaying prime rates or base lending rates of major United
States banks.

Determination of Treasury Rate.

      "Treasury rate" means:

      -     the rate from the auction held on the applicable Interest
            Determination Date, which is referred to as the "auction," of direct
            obligations of the United States, which are commonly referred to as
            "Treasury Bills," having the Index Maturity specified on the face
            hereof as that rate appears under the caption "INVESTMENT RATE" on
            the display on Bridge Telerate, Inc., or any successor service, on
            page 56 or any other page as may replace page 56 on that service,
            which is referred to as "Telerate Page 56," or page 57 or any other
            page as may replace page 57 on that service, which is referred to as
            "Telerate Page 57," or

      -     if the rate described in the first bullet point is not published by
            3:00 p.m., New York City time, on the Calculation Date, the bond
            equivalent yield of the rate for the applicable Treasury Bills as
            published in the H.15 Daily Update, or other recognized electronic
            source used for the purpose of displaying the applicable rate, under
            the caption "U.S. Government Securities/Treasury Bills/Auction
            High," or

      -     if the rate described in the second bullet point is not published by
            3:00 p.m., New York City time, on the related Calculation Date, the
            bond equivalent yield of the auction rate of the applicable Treasury
            Bills, announced by the United States Department of the Treasury, or

                                      B-11
<PAGE>
      -     in the event that the rate referred to in the third bullet point is
            not announced by the United States Department of the Treasury, or if
            the auction is not held, the bond equivalent yield of the rate on
            the applicable Interest Determination Date of Treasury Bills having
            the Index Maturity specified on the face hereof published in
            H.15(519) under the caption "U.S. Government Securities/Treasury
            Bills/Secondary Market," or

      -     if the rate referred to in the fourth bullet point is not so
            published by 3:00 p.m., New York City time, on the related
            Calculation Date, the rate on the applicable Interest Determination
            Date of the applicable Treasury Bills as published in H.15 Daily
            Update, or other recognized electronic source used for the purpose
            of displaying the applicable rate, under the caption "U.S.
            Government Securities/Treasury Bills/Secondary Market," or

      -     if the rate referred to in the fifth bullet point is not so
            published by 3:00 p.m., New York City time, on the related
            Calculation Date, the rate on the applicable Interest Determination
            Date calculated by the Calculation Agent as the bond equivalent
            yield of the arithmetic mean of the secondary market bid rates, as
            of approximately 3:30 p.m., New York City time, on the applicable
            Interest Determination Date, of three primary United States
            government securities dealers, which may include the agent or its
            affiliates, selected by the Calculation Agent, for the issue of
            Treasury Bills with a remaining maturity closest to the Index
            Maturity specified on the face hereof, or

      -     if the dealers selected by the Calculation Agent are not quoting as
            mentioned in the sixth bullet point, the Treasury rate for the
            immediately preceding Interest Reset Period, or, if there was no
            Interest Reset Period, the rate of interest payable will be the
            Initial Interest Rate.

      The "bond equivalent yield" means a yield calculated in accordance with
the following formula and expressed as a percentage:

                                                  D x N
                     Bond Equivalent Yield = --------------- x 100
                                              360 - (D x M)

where "D" refers to the applicable per annum rate for Treasury Bills quoted on a
bank discount basis, "N" refers to 365 or 366, as the case may be, and "M"
refers to the actual number of days in the interest period for which interest is
being calculated.

      The Operating Partnership will pay any administrative costs imposed by
banks in connection with sending payments by wire transfer, but any tax,
assessment or governmental charge imposed upon payments will be borne by the
Holders of the Notes in respect of which payments are made.

      Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof and, if so specified on the face hereof, in the Addendum
hereto, which further provisions shall for all purposes have the same force and
effect as though fully set forth on the face hereof.

      This Note shall not be entitled to any benefit under the Indenture
referred to on the reverse hereof, or become valid or obligatory for any
purpose, until the certificate of authentication hereon shall have been signed
by or on behalf of the Trustee under such Indenture.

      Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Provisions" apply to this Note as specified on the face
hereof, this Note shall be subject to the terms set forth in such Addendum or
such "Other/Additional Provisions."

                                      B-12
<PAGE>
      IN WITNESS WHEREOF, the Operating Partnership has caused this Instrument
to be duly executed.

Dated:                                     AMB PROPERTY L.P.
      -------------------
                                           By: AMB PROPERTY CORPORATION,
                                           as General Partner


                                                By:
                                                    ----------------------------
                                                    Michael A. Coke
                                                    Executive Vice President and
                                                    Chief Financial Officer


TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
and referred to in the within-mentioned Indenture.

STATE STREET BANK AND TRUST
COMPANY OF CALIFORNIA, N.A., as Trustee


By:
    ----------------------------
         Authorized Signatory

                                      B-13
<PAGE>
                                    (REVERSE)

                                AMB PROPERTY L.P.
                           MEDIUM-TERM NOTE, SERIES B
                                 (FLOATING RATE)

      This Note is one of a duly authorized issue of debt securities of the
Operating Partnership (hereinafter called the "Securities") of the series
hereinafter specified, unlimited in aggregate principal amount, all issued or to
be issued under or pursuant to an Indenture dated as of June 30, 1998, as
supplemented by the First Supplemental Indenture, the Second Supplemental
Indenture and the Third Supplemental Indenture, each dated as of June 30, 1998,
the Fourth Supplemental Indenture dated as of August 15, 2000 and the Fifth
Supplemental Indenture dated as of May 7, 2002, among the Operating Partnership,
AMB Property Corporation, a Maryland corporation and general partner of the
Operating Partnership (the "Guarantor"), and State Street Bank and Trust Company
of California, N.A., as Trustee; to which Indenture and all indentures
supplemental thereto (herein collectively called the "Indenture") reference is
hereby made for a specification of the rights and limitation of rights
thereunder of the Holders of the Securities, the rights and obligations
thereunder of the Operating Partnership and the rights, duties and immunities
thereunder of the Trustee. The Securities may be issued in one or more series,
which different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest (if any) at different rates, may be
subject to different redemption or repayment provisions (if any), may be subject
to different covenants and defaults and may otherwise vary as provided in the
Indenture. This Note is one of a series designated as "Series B Medium-Term
Notes" (hereinafter referred to as the "Notes") of the Operating Partnership, of
up to $400,000,000 in aggregate principal amount. All terms used in this Note
which are defined in the Indenture and which are not otherwise defined in this
Note shall have the meanings assigned to them in the Indenture. The terms of the
Notes include those stated in the Indenture and those made a part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended. The Notes
are subject to all such terms, and the Holders are referred to the Indenture and
such Act for a statement of such terms. To the extent any provision of this Note
conflicts with the provisions of the Indenture, the provisions of the Indenture
shall govern and be controlling.

      Unless stated to the contrary on the face hereof, this Note is issuable
only in registered form without coupons in Book-Entry form represented by one or
more global notes (each a "Global Note") recorded in the book-entry system
maintained by the Depository. If specified on the face hereof, this Note is
issuable in certificated form issued to, and registered in the name of, the
beneficial owner or its nominee (a "Certificated Note").

      Unless a different minimum Authorized Denomination is set forth on the
face hereof, this Note is issuable in minimum denominations of (i) if the
Specified Currency of this Note is U.S. dollars, U.S. $1,000 and in any larger
amount in integral multiples of $1,000 and (ii) if the Specified Currency of
this Note is a currency other than U.S. dollars (a "Foreign Currency") or is a
composite currency, the equivalent in such Foreign Currency or composite
currency determined in accordance with the Market Exchange Rate (as defined
below) for such Foreign Currency or composite currency on the Business Day
immediately preceding the date on which the Operating Partnership accepts an
offer to purchase a Note, of U.S. $1,000 (rounded to an integral multiple of
1,000 units of the Foreign Currency or composite currency), and in any larger
amount in integral multiples of 1,000 units.

      If this is a Global Note representing Book-Entry Notes, this Note may be
transferred or exchanged only through DTC. In the manner and subject to the
limitations provided in the Indenture, if this is a Certificated Note, it may be
transferred or exchanged, without charge except for any tax or other
governmental charge imposed in relation thereto, for other Notes of authorized
denominations for a like aggregate principal amount, at the office or agency of
the Operating Partnership in the Borough of Manhattan of The City of New York,
or, at the option of the Holder, such office or agency, if any, maintained by
the Operating Partnership in the city in which the principal executive offices
of the Operating Partnership are located or the city in which the principal
corporate trust office of the Trustee is located.

      The principal (and premium, if any) and interest on, this Note is payable
by the Operating Partnership in the Specified Currency.

                                      B-14
<PAGE>
      If this Note is denominated in a Foreign Currency, in the event that the
Foreign Currency is not available for payment at a time at which any payment is
required hereunder due to the imposition of exchange controls or other
circumstances beyond the control of the Operating Partnership or is no longer
used by the government of the country issuing such currency or for the
settlement of transactions by public institutions within the international
banking community, the Operating Partnership may, in full satisfaction of its
obligation to make such payment, make instead a payment in an equivalent amount
of U.S. dollars, determined by the Exchange Rate Agent, as specified on the face
hereof, on the basis of the Market Exchange Rate for such Foreign Currency on
the second Business Day prior to such payment date or, if such Market Exchange
Rate is not then available, on the basis of the most recently available Market
Exchange Rate; provided, however, that if such Specified Currency is replaced by
a single European currency, the payment of principal of (and premium, if any) or
interest, if any, on this Note denominated in such currency shall be effected in
the new single European currency in conformity with legally applicable measures
taken pursuant to, or by virtue of, the treaty establishing the European
Community, as amended by the treaty on European Unity. The "Market Exchange
Rate" for the Specified Currency means the noon dollar buying rate in The City
of New York for cable transfers for the Specified Currency as certified for
customs purposes by (or if not so certified, as otherwise determined by) the
Federal Reserve Bank of New York. Any payment made under such circumstances in
U.S. dollars or a new single European currency where the required payment is in
a Specified Currency other than U.S. dollars or such single European currency,
respectively, will not constitute an Event of Default (as defined in the
Indenture).

      If the Specified Currency is a composite currency and if such composite
currency is unavailable due to the imposition of exchange controls or other
circumstances beyond the control of the Operating Partnership, then the
Operating Partnership will be entitled to satisfy its obligations to the Holder
of this Note by making such payment in U.S. dollars. The amount of each payment
in U.S. dollars shall be computed by the Exchange Rate Agent on the basis of the
equivalent of the composite currency in U.S. dollars. The component currencies
of the composite currency for this purpose (collectively, the "Component
Currencies" and each, a "Component Currency") shall be the currency amounts that
were components of the composite currency as of the last day on which the
composite currency was used. The equivalent of the composite currency in U.S.
dollars shall be calculated by aggregating the U.S. dollar equivalents of the
Component Currencies. The U.S. dollar equivalent of each of the Component
Currencies shall be determined by the Exchange Rate Agent on the basis of the
most recently available Market Exchange Rate for each such Component Currency,
or as otherwise specified on the face hereof.

      If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of the currency as a Component
Currency shall be divided or multiplied in the same proportion. If two or more
Component Currencies are consolidated into a single currency, the amounts of
those currencies as Component Currencies shall be replaced by an amount in such
single currency equal to the sum of the amounts of the consolidated Component
Currencies expressed in such single currency. If any Component Currency is
divided into two or more currencies, the amount of the original Component
Currency shall be replaced by the amounts of such two or more currencies, the
sum of which shall be equal to the amount of the original Component Currency.

      All determinations referred to above made by the Exchange Rate Agent shall
be at its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the Holder of this Note.

      If a Redemption Commencement Date is specified on the face hereof, this
Note may be redeemed, whether or not any other Note is concurrently redeemed, at
the option of the Operating Partnership, in whole, or from time to time in part,
on any Business Day on or after such Redemption Commencement Date and prior to
the Maturity Date, upon mailing by first-class mail, postage prepaid, a notice
of such redemption not less than 30 nor more than 60 days prior to the actual
date of redemption ("Redemption Date"), to the Holder of this Note at such
Holder's address appearing in the Security Register, as provided in the
Indenture (provided that, if the Holder of this Note is a Depository or a
nominee of a Depository, notice of such redemption shall be given in accordance
with any applicable provisions of such written agreement between the Operating
Partnership, the Trustee and such Depository (or its nominee) as may be in
effect from time to time), at the Redemption Price (as defined below), together
in each case with interest accrued to the Redemption Date (subject to the right
of the Holder of record on a Regular Record Date to receive interest due on an
Interest Payment Date). The "Redemption Price" shall be equal to (i) the Initial
Redemption Percentage specified on the face of this Note, as adjusted downward
on each anniversary of the Redemption Commencement Date by the Annual Redemption
Price Reduction, if any, specified on the face hereof,

                                      B-15
<PAGE>
multiplied by (ii) the unpaid Principal Amount of this Note to be redeemed. In
the event of redemption of this Note in part only, a new Note or Notes of this
series, and of like tenor, for the unredeemed portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.

      If an Optional Repayment Date(s) is specified on the face hereof, this
Note will be subject to repayment by the Operating Partnership at the option of
the Holder hereof on such Optional Repayment Date(s), in whole or in part in
increments of U.S. $1,000 or other increments specified on the face hereof (as
long as any remaining principal is at least $1,000 or another specified minimum
denomination), at the Repayment Price specified on the face hereof, together
with unpaid interest accrued hereon to the date of repayment ("Repayment Date").
For this Note to be repaid, this Note must be received, together with the form
hereon entitled "Option to Elect Repayment" duly completed, by the Trustee at
the corporate trust office of the Trustee's Affiliate, State Street Bank and
Trust Company, at 61 Broadway Street, New York, New York (or at such other
address of which the Operating Partnership shall from time to time designate and
notify Holders of the Notes) at least 30 but not more than 60 days prior to the
Repayment Date. Exercise of such repayment option by the Holder hereof will be
irrevocable. In the event of repayment of this Note in part only, a new Note of
like tenor for the unrepaid portion hereof and otherwise having the same terms
as this Note shall be issued in the name of the Holder hereof upon the
presentation and surrender hereof.

      If this is a Global Note representing Book-Entry Notes, only the
Depository may exercise the repayment option in respect of this Note.
Accordingly, if this is a Global Security representing Book-Entry Notes and the
beneficial owner desires to have all or any portion of the Book-Entry Note
represented by this Global Security repaid, the beneficial owner must instruct
the participant through which he owns his interest to direct the Depository to
exercise the repayment option on his behalf by delivering this Note and duly
completed election form to the Trustee as aforesaid.

      If this Note is an Original Issue Discount Note, as specified on the face
hereof, the amount payable to the Holder of this Note in the event of
redemption, repayment or acceleration of maturity will be equal to the sum of
(i) the Issue Price specified on the face hereof (increased by any accruals of
the Discount, as defined below) multiplied, in the event of any redemption or
repayment of this Note (if applicable), by the Redemption Price or Repayment
Price, as the case may be, and (ii) any unpaid interest on this Note accrued
from the Original Issue Date to the Redemption Date, Repayment Date or date of
acceleration of maturity, as the case may be. The difference between the Issue
Price, as specified on the face hereof, and 100% of the principal amount of this
Note is referred to herein as the "Discount".

      For purposes of determining the amount of Discount that has accrued as of
any Redemption Date, Repayment Date or date of acceleration of maturity of this
Note, such Discount will be accrued so as to cause the yield on the Note to be
constant. The constant yield will be calculated using a 30-day month, 360-day
year convention, a compounding period that, except for the Initial Period (as
defined below), corresponds to the shortest period between Interest Payment
Dates (with ratable accruals within a compounding period) and an assumption that
the maturity of this Note will not be accelerated. If the period from the
Original Issue Date to the initial Interest Payment Date (the "Initial Period")
is shorter than the compounding period for this Note, a proportionate amount of
the yield for an entire compounding period will be accrued. If the Initial
Period is longer than the compounding period, then such period will be divided
into a regular compounding period and a short period, with the short period
being treated as provided in the preceding sentence.

      In case a default, as defined in the Indenture, shall occur and be
continuing with respect to the Notes, the principal amount of all Notes then
outstanding under the Indenture may be declared or may become due and payable
upon the conditions and in the manner and with the effect provided in the
Indenture. The Indenture provides that such declaration may in certain events be
annulled by the Holders of a majority in principal amount of the Notes
outstanding.

      To the extent permitted by, and as provided in, the Indenture, the
Operating Partnership may enter into one or more supplements to the Indenture
for the purpose of modifying or altering the Indenture, without the consent of
any Holders of Notes, for the limited purposes described in the Indenture.

                                      B-16
<PAGE>
      To the extent permitted by, and as provided in, the Indenture, the
Operating Partnership may enter into one or more supplements to the Indenture
for the purpose of modifying or altering the rights and obligations of the
Operating Partnership and the Holders of the Securities (as defined in the
Indenture) with the consent of the Holders of not less than a majority in
principal amount of all Outstanding Securities (as defined in the Indenture) of
any series affected, evidenced as provided in the Indenture.

      The Indenture contains provisions for legal defeasance and covenant
defeasance with respect to the Notes, in each case, upon compliance with certain
conditions set forth therein, which provisions apply to the Notes.

      The Operating Partnership, the Trustee, any Authenticating Agent, any
paying agent and any Security registrar may deem and treat the registered Holder
hereof as the absolute owner hereof (whether or not this Note shall be overdue
and notwithstanding any notice of ownership or other writing hereon by anyone
other than the Operating Partnership or any Security registrar) for the purpose
of receiving payment of or on account of the principal hereof (and premium, if
any), and interest hereon, and for all other purposes, and none of the Operating
Partnership, the Trustee, an Authenticating Agent, a paying agent nor the
Security registrar shall be affected by any notice to the contrary. All such
payments shall be valid and effectual to satisfy and discharge the liability
upon this Note to the extent of the sum or sums so paid.

      No recourse under or upon any obligation, covenant or agreement of the
Indenture or of this Note, or for any claim based thereon or otherwise in
respect thereof, shall be had against any incorporator, partner, stockholder,
officer or director, as such, past, present or future, of the Operating
Partnership or the Guarantor or of any successor entity, either directly or
through the Operating Partnership or the Guarantor, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly understood that the Indenture and this
Note are solely corporate obligations, and that no such personal liability
whatever shall attach to, or is or shall be incurred by the incorporators,
partners, stockholders, officers or directors, as such, of the Operating
Partnership or the Guarantor or of any successor entity, or any of them, because
of the creation of the indebtedness authorized by the Indenture, or under or by
reason of the obligations, covenants or agreements contained in the Indenture or
this Note or implied therefrom; and that any and all such personal liability,
either at common law or in equity or by constitution or statute, or any and all
such rights and claims against, every such incorporator, partner, stockholder,
officer or director, as such, because of the creation of the indebtedness
authorized by the Indenture, or under or by reason of the obligations, covenants
or agreements contained in the Indenture or this Note or implied therefrom, are,
by acceptance of this Note, hereby expressly waived and released as a condition
of, and as consideration for, the issue of this Note. In the event of any sale
or transfer of its assets and liabilities substantially as an entirety to a
successor entity, the predecessor entity may be dissolved and liquidated as more
fully set forth in the Indenture.

      All U.S. dollar amounts used in or resulting from calculations referred to
in this Note shall be rounded to the nearest cent (with one half cent being
rounded upwards).

      THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK.

                                      B-17
<PAGE>
                                PARENT GUARANTEE

      FOR VALUE RECEIVED, the undersigned hereby, jointly and severally with the
Subsidiary Guarantors, if any, unconditionally guarantees to the Holder of the
accompanying Series B Medium-Term Note (the "Note") issued by AMB Property, L.P.
(the "Operating Partnership") under an Indenture dated as of June 30, 1998
(together with the First Supplemental Indenture, the Second Supplemental
Indenture and the Third Supplemental Indenture, each dated as of June 30, 1998,
the Fourth Supplemental Indenture dated as of August 15, 2000 and the Fifth
Supplemental Indenture dated as of May 7, 2002, the "Indenture") among the
Operating Partnership, AMB Property Corporation and State Street Bank and Trust
Company of California, N.A., as trustee (the "Trustee"), (a) the full and prompt
payment of the principal of and premium, if any, on such Note when and as the
same shall become due and payable, whether at the Maturity Date (as defined in
the Note), by acceleration, by redemption, repurchase or otherwise, and (b) the
full and prompt payment of the interest on such Note when and as the same shall
become due and payable, according to the terms of such Note and of the
Indenture. In case of the failure of the Operating Partnership punctually to pay
any such principal, premium or interest, the undersigned hereby agrees to cause
any such payment to be made punctually when and as the same shall become due and
payable, whether at the Maturity Date, upon acceleration, by redemption or
repayment or otherwise, and as if such payment were made by the Operating
Partnership. The undersigned hereby agrees, jointly and severally with the
Subsidiary Guarantors, if any, that its obligations hereunder shall be as
principal and not merely as surety, and shall be absolute and unconditional, and
shall not be affected, modified or impaired by the following: (a) the failure to
give notice to the Guarantors of the occurrence of an Event of Default under the
Indenture; (b) the waiver, surrender, compromise, settlement, release or
termination of the payment, performance or observance by the Operating
Partnership or the Guarantors of any or all of the obligations, covenants or
agreements of either of them contained in the Indenture or any Note; (c) the
acceleration, extension or any other changes in the time for payment of any
principal of or interest or any premium on any Note or for any other payment
under the Indenture or of the time for performance of any other obligations,
covenants or agreements under or arising out of the Indenture or any Note; (d)
the modification or amendment (whether material or otherwise) of any obligation,
covenant or agreement set forth in the Indenture or any Note; (e) the taking or
the omission of any of the actions referred to in the Indenture and in any of
the actions under any Note; (f) any failure, omission, delay or lack on the part
of the Trustee to enforce, assert or exercise any right, power or remedy
conferred on the Trustee in the Indenture, or any other action or acts on the
part of the Trustee or any of the Holders from time to time of any Note; (g) the
voluntary or involuntary liquidation, dissolution, sale or other disposition of
all or substantially all the assets, marshaling of assets and liabilities,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition with creditors or readjustment of, or
other similar proceedings affecting the Guarantors or the Operating Partnership
or any of the assets of any of them, or any allegation or contest of the
validity of this Parent Guarantee in any such proceeding; (h) to the extent
permitted by law, the release or discharge by operation of law of the Guarantors
from the performance or observance of any obligation, covenant or agreement
contained in the Indenture; (i) to the extent permitted by law, the release or
discharge by operation of law of the Operating Partnership from the performance
or observance of any obligation, covenant or agreement contained in the
Indenture; (j) the default or failure of the Operating Partnership or the
Trustee fully to perform any of its obligations set forth in the Indenture or
any Note; (k) the invalidity, irregularity or unenforceability of the Indenture
or any Note or any part of any thereof; (l) any judicial or governmental action
affecting the Operating Partnership or any Note or consent or indulgence granted
to the Operating Partnership by the Holders or by the Trustee; or (m) the
recovery of any judgment against the Operating Partnership or any action to
enforce the same or any other circumstance which might constitute a legal or
equitable discharge of a surety or guarantor. The undersigned hereby waives
diligence, presentment, demand of payment, filing of claims with a court in the
event of merger, sale, lease or conveyance of all or substantially all of its
assets, insolvency or bankruptcy of any Guarantor or the Operating Partnership,
any right to require a proceeding first against any other Guarantor or the
Operating Partnership, protest or notice with respect to such Note or the
indebtedness evidenced thereby and all demands whatsoever, and covenants that
this Parent Guarantee will not be discharged except by complete performance of
the obligations contained in such Note and in this Parent Guarantee.

      No reference herein to such Indenture and no provision of this Parent
Guarantee or of such Indenture shall alter or impair the guarantee of the
undersigned, which is absolute and unconditional, of the full and prompt payment
of the principal of and premium, if any, and interest on the Note.

                                      B-18
<PAGE>
      THIS PARENT GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

      This Parent Guarantee shall not be valid or obligatory for any purpose
until the certificate of authentication on the Note shall have been executed by
the Trustee under the Indenture referred to above by the manual signature of one
of its authorized officers. The validity and enforceability of this Parent
Guarantee shall not be affected by the fact that it is not affixed to any
particular Note.

      An Event of Default under the Indenture or any Note shall constitute an
event of default under this Parent Guarantee, and shall entitle the Holder of
the Note to accelerate the obligations of the undersigned hereunder in the same
manner and to the same extent as the obligations of the Operating Partnership.

      Notwithstanding any other provision of this Parent Guarantee to the
contrary, the undersigned hereby waives any claims or other rights which it may
now have or hereafter acquire against any other Guarantor or the Operating
Partnership that arise from the existence or performance of its obligations
under this Parent Guarantee (all such claims and rights are referred to as
"Guarantor's Conditional Rights"), including, without limitation, any right of
subrogation, reimbursement, exoneration, contribution, or indemnification, any
right to participate in any claim or remedy against any Guarantor or the
Operating Partnership, whether or not such claim, remedy or right arises in
equity or under contract, statute or common law, by any payment made hereunder
or otherwise, including without limitation, the right to take or receive from
any Guarantor or the Operating Partnership, directly or indirectly, in cash or
other property or by setoff or in any other manner, payment or security on
account of such claim or other rights. The undersigned hereby agrees not to
exercise any rights which may be acquired by way of contribution under this
Parent Guarantee or any other agreement, by any payment made hereunder or
otherwise, including, without limitation, the right to take or receive from any
other guarantor, directly or indirectly, in cash or other property or by setoff
or in any other manner, payment or security on account of such contribution
rights. If, notwithstanding the foregoing provisions, any amount shall be paid
to the undersigned on account of the Guarantor's Conditional Rights and either
(i) such amount is paid to such undersigned party at any time when the
indebtedness shall not have been paid or performed in full, or (ii) regardless
of when such amount is paid to such undersigned party, any payment made by any
Guarantor or the Operating Partnership to a Holder that is at any time
determined to be a Preferential Payment (as defined below), then such amount
paid to the undersigned shall be held in trust for the benefit of such Holder
and shall forthwith be paid such Holder to be credited and applied upon the
indebtedness, whether matured or unmatured. Any such payment is herein referred
to as a "Preferential Payment" to the extent any Guarantor or the Operating
Partnership makes any payment to such Holder in connection with the Note, and
any or all of such payment is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required to be repaid or paid over to a
trustee, receiver or any other entity, whether under any bankruptcy act or
otherwise.

      To the extent that any of the provisions of the immediately preceding
paragraph shall not be enforceable, the undersigned agrees that until such time
as the indebtedness has been paid and performed in full and the period of time
has expired during which any payment made by any Guarantor, the Operating
Partnership or the undersigned to a Holder may be determined to be a
Preferential Payment, Guarantor's Conditional Rights to the extent not validly
waived shall be subordinate to Holders' right to full payment and performance of
the indebtedness and the undersigned shall not enforce any of Guarantor's
Conditional Rights until such time as the indebtedness has been paid and
performed in full and the period of time has expired during which any payment
made by any Guarantor, the Operating Partnership or the undersigned to Holders
may be determined to be a Preferential Payment.

      The obligations of the undersigned to the Holder of the Note and to the
Trustee pursuant to this Parent Guarantee and the Indenture are expressly set
forth in Article 14 of the Indenture and reference is hereby made to the
Indenture for the precise terms of this Parent Guarantee and all of the other
provisions of the Indenture to which this Parent Guarantee relates.

      Capitalized terms used in this Parent Guarantee which are not defined
herein shall have the meanings assigned to them in the Indenture.

                                      B-19
<PAGE>
      IN WITNESS WHEREOF, the undersigned has caused this Parent Guarantee to be
duly executed.

      Dated:
             -------------------

                                                AMB PROPERTY CORPORATION

                                                By:
                                                    ----------------------------
                                                    Name:
                                                    Title:

                                      B-20
<PAGE>
                                   ASSIGNMENT


FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto:


PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE:
                                          --------------------------------


--------------------------------------------------------------------------------
            (Please print or typewrite name and address of Assignee,
                     including postal zip code of assignee)


--------------------------------------------------------------------------------


this Note and all rights thereunder, hereby irrevocably constituting and
appointing:

--------------------------------------------------------------------------------

Attorney, to transfer this Note on the books of the Trustee, with full power of
substitution in the premises.





Dated:
      ---------------------          -------------------------------------------
                                     Notice: The signature(s) on this Assignment
                                             must correspond with the name(s) as
                                             written upon the face of this Note
                                             in every particular, without
                                             alteration or enlargement or any
                                             change whatsoever.

                                      B-21
<PAGE>
                            OPTION TO ELECT REPAYMENT


      The undersigned hereby requests and irrevocably instructs the Operating
Partnership to repay the within Note on the Optional Repayment Date specified on
the face hereof occurring at least 30 but not more than 60 days after the date
of receipt of the within Note by the Trustee at the corporate trust office of
the Trustee's Affiliate, State Street Bank and Trust Company, at 61 Broadway
Street, New York, New York (or at such other addresses of which the Operating
Partnership shall notify the Registered holders of the Note of this series).

      (    ) In whole

      (    ) In part equal to $_________________ (must be a whole multiple of
             $1,000 and the remaining principal amount must be at least $1,000;
             or if the Note is denominated in a Foreign Currency or composite
             currency, rounded integrals of 1,000 units of the Foreign Currency
             or composite currency and the remaining principal amount must be
             at least 1,000 units of the Foreign Currency or composite currency)


at a price equal to the Repayment Price, determined in accordance with the terms
of the Note.


Signature:                                Please print or type name and address:


---------------------------------------   --------------------------------------
Notice: The signature on this Option to
        Elect Repayment must correspond   --------------------------------------
        with the name as written upon
        the face of the within            --------------------------------------
        instrument in every particular
        without alteration or             --------------------------------------
        enlargement or any change
        whatever.

                                      B-22
<PAGE>
                                  ABBREVIATIONS

      The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:



TEN COM--as tenants in common

TEN ENT--as tenants by the entireties

JT TEN--as joint tenants with right of survivorship and not as tenants in common

UNIF GIFT MIN ACT--       Custodian
                   ------          -------
                   (Cust)          (Minor)

Under Uniform Gifts to Minors Act
                                  -----------
                                    (State)

Additional abbreviations may also be used though not in the above list.

                                      B-23
<PAGE>
                                                                       EXHIBIT C

                              SUBSIDIARY GUARANTEE

      FOR VALUE RECEIVED, the undersigned hereby jointly and severally with the
Parent Guarantor pursuant to the Parent Guarantee and any other Subsidiary
Guarantors under their respective Subsidiary Guarantees, unconditionally
guarantees to the Holder of the accompanying Series B Medium-Term Note (the
"Note") issued by AMB Property, L.P. (the "Operating Partnership") under an
Indenture dated as of June 30, 1998 (together with the First Supplemental
Indenture, the Second Supplemental Indenture and the Third Supplemental
Indenture, each dated as of June 30, 1998, the Fourth Supplemental Indenture
dated as of August 15, 2000 and the Fifth Supplemental Indenture dated as of May
7, 2002, the "Indenture") among the Operating Partnership, AMB Property
Corporation, and State Street Bank and Trust Company of California, N.A., as
trustee (the "Trustee"), (a) the full and prompt payment of the principal of and
premium, if any, on such Note when and as the same shall become due and payable,
whether at the Maturity Date (as defined in the Note), by acceleration, by
redemption, repurchase or otherwise, and (b) the full and prompt payment of the
interest on such Note when and as the same shall become due and payable,
according to the terms of such Note and of the Indenture. In case of the failure
of the Operating Partnership punctually to pay any such principal, premium or
interest, the undersigned hereby agrees to cause any such payment to be made
punctually when and as the same shall become due and payable, whether at the
Maturity Date, upon acceleration, by redemption or repayment or otherwise, and
as if such payment were made by the Operating Partnership. The undersigned
hereby agrees, jointly and severally with the Parent Guarantor pursuant to the
Parent Guarantee and any other Subsidiary Guarantors under their respective
Subsidiary Guarantees, that its obligations hereunder shall be as principal and
not merely as surety, and shall be absolute and unconditional, and shall not be
affected, modified or impaired by the following: (a) the failure to give notice
to the Guarantors of the occurrence of an Event of Default under the Indenture;
(b) the waiver, surrender, compromise, settlement, release or termination of the
payment, performance or observance by the Operating Partnership or the
Guarantors of any or all of the obligations, covenants or agreements of any of
them contained in the Indenture or any Note; (c) the acceleration, extension or
any other changes in the time for payment of any principal of or interest or any
premium on any Note or for any other payment under the Indenture or of the time
for performance of any other obligations, covenants or agreements under or
arising out of the Indenture or any Note; (d) the modification or amendment
(whether material or otherwise) of any obligation, covenant or agreement set
forth in the Indenture or any Note; (e) the taking or the omission of any of the
actions referred to in the Indenture and in any of the actions under any Note;
(f) any failure, omission, delay or lack on the part of the Trustee to enforce,
assert or exercise any right, power or remedy conferred on the Trustee in the
Indenture, or any other action or acts on the part of the Trustee or any of the
Holders from time to time of any Note; (g) the voluntary or involuntary
liquidation, dissolution, sale or other disposition of all or substantially all
the assets, marshaling of assets and liabilities, receivership, insolvency,
bankruptcy, assignment for the benefit of creditors, reorganization,
arrangement, composition with creditors or readjustment of, or other similar
proceedings affecting the Guarantors or the Operating Partnership or any of the
assets of any of them, or any allegation or contest of the validity of this
Subsidiary Guarantee in any such proceeding; (h) to the extent permitted by law,
the release or discharge by operation of law of the Guarantors from the
performance or observance of any obligation, covenant or agreement contained in
the Indenture; (i) to the extent permitted by law, the release or discharge by
operation of law of the Operating Partnership from the performance or observance
of any obligation, covenant or agreement contained in the Indenture; (j) the
default or failure of the Operating Partnership Trustee fully to perform any of
its obligations set forth in the Indenture or any Note; (k) the invalidity,
irregularity or unenforceability of the Indenture or any Note or any part of any
thereof; (l) any judicial or governmental action affecting the Operating
Partnership or any Note or consent or indulgence granted to the Operating
Partnership by the Holders or by the Trustee; or (m) the recovery of any
judgment against the Operating Partnership or any action to enforce the same or
any other circumstance which might constitute a legal or equitable discharge of
a surety or guarantor. The undersigned hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of merger, sale,
lease or conveyance of all or substantially all of its assets, insolvency or
bankruptcy of any Guarantor or the Operating Partnership, any right to require a
proceeding first against any other Guarantor or the Operating Partnership,
protest or notice with respect to such Note or the indebtedness evidenced
thereby and all demands whatsoever, and covenants that this Subsidiary Guarantee
will not be discharged except by complete performance of the obligations
contained in such Note and in this Subsidiary Guarantee.

      No reference herein to such Indenture and no provision of this Subsidiary
Guarantee or of such Indenture shall alter or impair the guarantee of the
undersigned, which is absolute and unconditional, of the full and prompt payment
of the principal of and premium, if any, and interest on the Note.

      THIS SUBSIDIARY GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.

                                      C-1
<PAGE>
      The validity and enforceability of this Subsidiary Guarantee shall not be
affected by the fact that it is not affixed to any particular Note.

      An Event of Default under the Indenture or any Note shall constitute an
event of default under this Subsidiary Guarantee, and shall entitle the Holder
of any Note to accelerate the obligations of the undersigned hereunder in the
same manner and to the same extent as the obligations of the Operating
Partnership.

      Notwithstanding any other provision of this Subsidiary Guarantee to the
contrary, the undersigned hereby waives any claims or other rights which it may
now have or hereafter acquire against any Guarantor or the Operating Partnership
that arise from the existence or performance of its obligations under this
Subsidiary Guarantee (all such claims and rights are referred to as "Guarantor's
Conditional Rights"), including, without limitation, any right of subrogation,
reimbursement, exoneration, contribution, or indemnification, any right to
participate in any claim or remedy against any Guarantor or the Operating
Partnership, whether or not such claim, remedy or right arises in equity or
under contract, statute or common law, by any payment made hereunder or
otherwise, including without limitation, the right to take or receive from any
Guarantor or the Operating Partnership, directly or indirectly, in cash or other
property or by setoff or in any other manner, payment or security on account of
such claim or other rights. The undersigned hereby agrees not to exercise any
rights which may be acquired by way of contribution under this Subsidiary
Guarantee or any other agreement, by any payment made hereunder or otherwise,
including, without limitation, the right to take or receive from any other
guarantor, directly or indirectly, in cash or other property or by setoff or in
any other manner, payment or security on account of such contribution rights.
If, notwithstanding the foregoing provisions, any amount shall be paid to the
undersigned party on account of any such Guarantor's Conditional Rights and
either (i) such amount is paid to such undersigned party at any time when the
indebtedness shall not have been paid or performed in full, or (ii) regardless
of when such amount is paid to the undersigned, any payment made by any
Guarantor or the Operating Partnership to a Holder that is at any time
determined to be a Preferential Payment (as defined below), then such amount
paid to the undersigned shall be held in trust for the benefit of the Holders
and shall forthwith be paid such Holder to be credited and applied upon the
indebtedness, whether matured or unmatured. Any such payment is herein referred
to as a "Preferential Payment" to the extent any Guarantor or the Operating
Partnership makes any payment to Holder in connection with the Note, and any or
all of such payment is subsequently invalidated, declared to be fraudulent or
preferential, set aside or required to be repaid or paid over to a trustee,
receiver or any other entity, whether under any bankruptcy act or otherwise.

      To the extent that any of the provisions of the immediately preceding
paragraph shall not be enforceable, the undersigned agrees that until such time
as the indebtedness has been paid and performed in full and the period of time
has expired during which any payment made by any Guarantor or the Operating
Partnership or the undersigned to a Holder may be determined to be a
Preferential Payment, Guarantor's Conditional Rights to the extent not validly
waived shall be subordinate to Holders' right to full payment and performance of
the indebtedness and the undersigned shall not enforce any of its respective
portion of the Guarantors' Conditional Rights until such time as the
indebtedness has been paid and performed in full and the period of time has
expired during which any payment made by any Guarantor or the Operating
Partnership or the undersigned to Holders may be determined to be a Preferential
Payment.

      The undersigned's liability (the "Base Guaranty Liability") shall be that
amount from time to time equal to the aggregate liability of the undersigned
hereunder, but shall be limited to the lesser of (A) the aggregate amount of the
obligation as stated in the second sentence of Section 1401 of the Indenture,
and (B) the amount, if any, which would not have (i) rendered the undersigned
"insolvent" (as such term is defined in Section 101(29) of the Federal
Bankruptcy Code and in Section 271 of the Debtor and Creditor Law of the State
of New York, as each is in effect at the date of the Indenture) or (ii) left the
undersigned with unreasonably small capital at the time this Subsidiary
Guarantee was entered into, after giving effect to the incurrence of existing
Debt (as defined in the Indenture) immediately prior to such time, provided
that, it shall be a presumption in any lawsuit or other proceeding in which the
undersigned is a party that the amount guaranteed is the amount set forth in (A)
above unless a creditor, or representative of creditors of the undersigned or a
trustee in bankruptcy of the undersigned, as debtor in possession, otherwise
proves in such a lawsuit that the aggregate liability of the undersigned is
limited to the amount set forth in (B). In making any determination as to the
solvency or sufficiency of capital of the undersigned in accordance with the
previous sentence, the right of the undersigned to contribution from the other
Guarantors, to subrogation and any other rights the undersigned may have,
contractual or otherwise, shall be taken into account.

      The obligations of the undersigned to the Holder of any Note and to the
Trustee pursuant to this Subsidiary Guarantee and the Indenture are expressly
set forth in Article 14 of the Indenture and reference is hereby made to the

                                      C-2
<PAGE>
Indenture for the precise terms of the Subsidiary Guarantee and all of the other
provisions of the Indenture to which this Subsidiary Guarantee relates.

      Capitalized terms in this Subsidiary Guarantee which are not defined
herein shall have the meanings assigned to them in the Indenture.

      IN WITNESS WHEREOF, the undersigned has caused this Subsidiary Guarantee
to be duly executed.

Dated:
       --------------------



                                             [NAME OF SUBSIDIARY]



                                             By:
                                                 -------------------------------

                                      C-3