and Reduced Return
101
SECTION 8.4. Taxes
103
SECTION 8.5. Base Rate Loans Substituted for Affected Yen LIBOR Loans
106
ARTICLE IX
MISCELLANEOUS
SECTION 9.1. Notices
107
SECTION 9.2. No Waivers
107
SECTION 9.3. Expenses; Indemnification
107
SECTION 9.4. Sharing of Set-Offs
109
SECTION 9.5. Amendments and Waivers
110
SECTION 9.6. Successors and Assigns
113
SECTION 9.7. Collateral
116
SECTION 9.8. Governing Law; Submission to Jurisdiction; Judgment Currency
116
SECTION 9.9. Counterparts; Integration; Effectiveness
117
SECTION 9.10. WAIVER OF JURY TRIAL
117
SECTION 9.11. Survival
118
SECTION 9.12. Intentionally Deleted
118
SECTION 9.13. Limitation of Liability
118
SECTION 9.14. Recourse Obligation
118
SECTION 9.15. Confidentiality
118
SECTION 9.16. Defaulting Banks
119
SECTION 9.17. Banks' ERISA Covenant
121
SECTION 9.18. Bank Ceasing to be a Qualified Institutional Investor
122
SECTION 9.19. Intentionally Deleted
123
SECTION 9.20. Intentionally Deleted
123
iii
SECTION 9.21. USA Patriot Act
123
SECTION 9.22. OFAC List
124
SCHEDULE 1.1(a)
Initial Qualified Borrowers
SCHEDULE 1.1(b)
Initial Unencumbered Properties
SCHEDULE 2.2(a)
Project Information
SCHEDULE 2.18
Outstanding Letters of Credit
SCHEDULE 4.4 (b)
Disclosure of Additional Material Indebtedness
SCHEDULE 5.11(c)(1)
AMB Corporation Investments
SCHEDULE 5.11(c)(2)
AMB Corporation Properties
EXHIBIT A-1
Form of Note
EXHIBIT A-2
Form of Qualified Borrower Undertaking
EXHIBIT B
Qualified Borrower Joinder Agreement
EXHIBIT C
Form of Mortgage
EXHIBIT D
Form of TBI Pledge
EXHIBIT E
Form of Share Pledge
EXHIBIT F
Form of Consent
EXHIBIT G
Notices
EXHIBIT H
Form of Transfer Supplement
EXHIBIT I-1
Organizational and Structural Chart for AMB Japan Finance Y.K.
EXHIBIT I-2
Organizational and Structure Chart for Initial Qualified Borrowers
EXHIBIT J
Bank Commitment Increase Agreement
EXHIBIT K
New Bank Joinder Agreement
EXHIBIT L
Qualified Borrower Removal Notice/Form
iv
SECOND AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this
"Agreement"), dated as of December 1, 2010, among AMB JAPAN FINANCE Y.K., as
Initial Borrower (the "Initial Borrower"), AMB PROPERTY, L.P., as Guarantor
("AMB LP"), AMB PROPERTY CORPORATION, as Guarantor ("AMB Corporation" and
together with AMB LP, each a "Guarantor" and collectively, the "Guarantors"),
the BANKS listed on the signature pages hereof, SUMITOMO MITSUI BANKING
CORPORATION, as Administrative Agent and Sole Lead Arranger and Bookrunner.
WHEREAS, the Initial Borrower, the Initial Qualified Borrowers, the
Administrative Agent and certain of the Banks entered into the Existing
Revolving Credit Agreement; and
WHEREAS, the parties hereto have agreed to amend and restate the terms
and conditions contained in the Existing Revolving Credit Agreement in their
entirety as hereinafter set forth,
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
I. The Existing Revolving Credit Agreement is hereby modified so that
all of the terms and conditions of the aforesaid Existing Revolving Credit
Agreement shall be restated in their entirety as set forth herein, and the
Borrower agrees to comply with and be subject to all of the terms, covenants and
conditions of this Agreement.
II. This Agreement shall be binding upon and inure to the benefit