exv10w34






EXHIBIT 10.34




AMENDMENT NO. 1 TO CREDIT AGREEMENT




     THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is made as of January 26,
2009, by and among AMB PROPERTY, L.P., a Delaware limited partnership (the “Borrower”), AMB
PROPERTY CORPORATION, as Guarantor (the “Guarantor”), the BANKS listed on the signature
pages hereof, JPMORGAN CHASE BANK, N.A., as Administrative Agent, SUMITOMO MITSUI BANKING
CORPORATION, as Syndication Agent, J.P. MORGAN SECURITIES INC. and SUMITOMO MITSUI BANKING
CORPORATION, as Joint Lead Arrangers and Joint Bookrunners, and HSBC BANK USA, NATIONAL ASSOCIATION
and U.S. BANK NATIONAL ASSOCIATION, as Documentation Agents.



W I T N E S S E T H:




     WHEREAS, the Borrower and the Banks have entered into the Credit Agreement, as of March 27,
2008 (the “Credit Agreement”); and



     WHEREAS, the parties desire to modify the Credit Agreement upon the terms and conditions set
forth herein.



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



     1. Definitions. All capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Credit Agreement.



     2. Applicable Margin. The grid in the definition of “Applicable Margin” is hereby
deleted and the following substituted therefor:



	 	 	 	 	 	 	 	 	 
	Range of	 	Applicable	 	 
	Borrower's	 	Margin for	 	Applicable
	Credit Rating	 	Base Rate	 	Margin for Euro
	(S&P/Moody’s	 	Loans	 	Dollar Loans
	Ratings)	 	(% per annum)	 	(%
per annum)
	<BBB-/Baa3 or unrated

	 	 	1.00	 	 	 	2.750	 
	BBB-/Baa3

	 	 	0.00	 	 	 	1.425	 
	BBB/Baa2

	 	 	0.00	 	 	 	1.175	 
	BBB+/Baa1

	 	 	0.00	 	 	 	1.000	 
	A-/A3 or better

	 	 	0.00	 	 	 	0.925	 






     3. Extension Option. Section 2.10(b)(iii) is hereby deleted and the following
substituted therefor: “(iii) intentionally omitted”.





     4. Effective Date. This Amendment shall become effective upon receipt by the
Administrative Agent of counterparts hereof signed by the Borrower and the Majority Banks (the date
of such receipt being deemed the “Effective Date”).



     5. Representations and Warranties. Borrower hereby represents and warrants that as of
the Effective Date, all the representations and warranties set forth in the Credit Agreement, as
amended hereby (other than representations and warranties which expressly speak as of a different
date), are true and complete in all material respects.



     6. Entire Agreement. This Amendment constitutes the entire and final agreement among
the parties hereto with respect to the subject matter hereof and there are no other agreements,
understandings, undertakings, representations or warranties among the parties hereto with respect
to the subject matter hereof except as set forth herein.



     7. Governing Law. This Amendment shall be governed by, and construed in accordance
with, the law of the State of New York.



     8. Counterparts. This Amendment may be executed in any number of counterparts, all of
which taken together shall constitute one and the same agreement, and any of the parties hereto may
execute this Amendment by signing any such counterpart.



     9. Headings, Etc. Section or other headings contained in this Amendment are for
reference purposes only and shall not in any way affect the meaning or interpretation of this
Amendment.



     10. No Further Modifications. Except as modified herein, all of the terms and
conditions of the Credit Agreement, as modified hereby shall remain in full force and effect and,
as modified hereby, the Borrower confirms and ratifies all of the terms, covenants and conditions
of the Credit Agreement in all respects.





 









 





     IN WITNESS WHEREOF, this Agreement has been duly executed as of the date first above written.




	 	 	 	 	 	 	 
	BORROWER:	 	AMB PROPERTY, L.P., a Delaware limited partnership
	 
	 	 	 	 	 	 
	 	 	By:	 	AMB PROPERTY CORPORATION, a
Maryland corporation and its sole general
Partner
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Gayle P. Starr 

	 

	 	 	 	 	 	Name: Gayle P. Starr
	 

	 	 	 	 	 	Title: Senior Vice President







FOR PURPOSES OF AGREEING TO BE

BOUND BY THE PROVISIONS OF

THIS AMENDMENT:




AMB PROPERTY CORPORATION




	 	 	 	 	 
	 	 	 
	By:  	/s/
Gayle P. Starr
 	 	 
	 	Name:  	Gayle P. Starr 	 	 
	 	Title:  	Senior Vice President 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as Administrative

Agent and as a Bank

 	 
	 	By:  	/s/
Vanessa Chiu
 	 
	 	 	Name:  	Vanessa Chiu 	 
	 	 	Title:  	Vice President	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SUMITOMO MITSUI BANKING CORPORATION, as

Syndication Agent and as a Bank

 	 
	 	By:  	/s/
William
G. Karl	 
	 	 	Name:  	William
G. Karl	 
	 	 	Title:  	General Manager	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	HSBC BANK USA, NATIONAL ASSOCIATION, as

Documentation Agent and as a Bank

 	 
	 	By:  	/s/
Jason
Alexander Huck	 
	 	 	Name:  	Jason
Alexander Huck	 
	 	 	Title:  	Vice President, Relationship Manager	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION., as

Documentation Agent and as a Bank

 	 
	 	By:  	/s/
Ben Lewis	 
	 	 	Name:  	Ben Lewis	 
	 	 	Title:  	Vice President	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF CHINA, NEW YORK BRANCH., as

a Bank

 	 
	 	By:  	/s/
William Warren Smith	 
	 	 	Name:  	William Warren Smith	 
	 	 	Title:  	Chief Lending Officer	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	PNC BANK, NATIONAL ASSOCIATION,

as a Bank

 	 
	 	By:  	/s/
Karen
Kennedy	 
	 	 	Name:  	Karen Kennedy	 
	 	 	Title:  	Vice President	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA, ACTING

THROUGH ITS SAN FRANCISCO AGENCY,

as a Bank

 	 
	 	By:  	/s/
Annabella
Guo	 
	 	 	Name:  	Annabella Guo	 
	 	 	Title:  	Director