EXHIBIT 10.2 GUARANTY OF PAYMENT

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EXHIBIT 10.2

GUARANTY OF PAYMENT

GUARANTY OF PAYMENT (this "Guaranty"), made as of June 29th, 2004,

jointly and severally by AMB PROPERTY, L.P. ("AMB LP"), a Delaware limited

partnership, having an address at Pier 1, Bay 1, San Francisco, California

94111, and AMB PROPERTY CORPORATION ("AMB Corporation"), a Maryland corporation,

having an address at Pier 1, Bay 1, San Francisco, California 94111

(collectively, the "Guarantors"), for the benefit of SUMITOMO MITSUI BANKING

CORPORATION, as Administrative Agent and Sole Lead Arranger and Bookmanager (the

"Administrative Agent"), for the banks (the "Banks") that are from time to time

parties to that certain Revolving Credit Agreement (the "Credit Agreement"),

dated as of the date hereof, among AMB Japan Finance Y.K. (the "Initial

Borrower"), the Guarantors, the Banks and the Administrative Agent.

W I T N E S S E T H:

WHEREAS, the Banks have agreed to make loans to Initial Borrower and

to one or more Qualified Borrowers for so long as such entities remain Qualified

Borrowers under the Credit Agreement (Initial Borrower and such Qualified

Borrowers are hereinafter referred to collectively as the "Borrowers") in the

aggregate principal amount not to exceed Twenty-Four Billion Yen

(JPY24,000,000,000) (hereinafter collectively referred to as the "Loans");

WHEREAS, the Loans are and will be evidenced by (i) certain

promissory notes of Initial Borrower, and each Qualified Borrower that is not a

TMK, made to Administrative Agent or to each of the Banks in accordance with

Section 2.6 of the Credit Agreement and (ii) certain qualified borrower

undertakings of each Qualified Borrower that is a TMK made to Administrative

Agent or to each of the Banks in accordance with Section 2.6 of the Credit

Agreement (collectively, the "Notes");

WHEREAS, the Credit Agreement, the Security Documents, the Notes and

any other documents executed in connection therewith are hereinafter

collectively referred to as the "Loan Documents";

WHEREAS, capitalized terms used herein and not otherwise defined

shall have the meanings ascribed thereto in the Credit Agreement;

WHEREAS, each of AMB LP and AMB Corporation is the direct or

indirect owner of equity interests of the Initial Borrower and each Qualified

Borrower;

WHEREAS, as a condition to the execution and delivery of the Loan

Documents, the Banks have required that the Guarantors execute and deliver this

Guaranty; and

NOW THEREFORE, in consideration of the premises and the benefits to

be derived from the making of the Loans by the Banks to the Borrowers, and in

order to induce the Administrative Agent and the Syndication Agent and the Banks

to enter into the Credit

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Agreement and the other Loan Documents, and for other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the

Guarantors hereby agree as follows:

1. Each Guarantor, on behalf of itself and its successors and

assigns, hereby irrevocably, absolutely and unconditionally guarantees the full

and punctual payment when due, whether at stated maturity or otherwise, of all

Obligations of the Borrowers now or hereafter existing under the Notes and the

Credit Agreement, and any and all reasonable costs and expenses (including,

without limitation, reasonable attorneys' fees and disbursements) incurred by

the Administrative Agent and/or the Banks in enforcing their rights under this

Guaranty (all of the foregoing obligations being the "Guaranteed Obligations").

2. It is agreed that the Guaranteed Obligations of each Guarantor

hereunder are primary, and this Guaranty shall be enforceable, jointly and

severally, against each Guarantor and its respective successors and assigns

without the necessity for any suit or proceeding of any kind or nature

whatsoever brought by the Administrative Agent or any of the Banks against one

or more of the Borrowers or their respective successors or assigns or any other

party or against any security for the payment and performance of the Guaranteed

Obligations and without the necessity of any notice of non-payment or

non-observance or of any notice of acceptance of this Guaranty or of any notice

or demand to which the Guarantors might otherwise be entitled (including,

without limitation, diligence, presentment, notice of maturity, extension of

time, change in nature or form of the Guaranteed Obligations, acceptance of

further security, release of further security, imposition or agreement arrived

at as to the amount of or the terms of the Guaranteed Obligations, notice of

adverse change in any Borrower's financial condition and any other fact which

might materially increase the risk to each Guarantor), all of which each

Guarantor hereby expressly waives; and each Guarantor hereby expressly agrees

that the validity of this Guaranty and the obligations of each Guarantor

hereunder shall in no way be terminated, affected, diminished, modified or

impaired by reason of the assertion of or the failure to assert by the

Administrative Agent or any of the Banks against one or more of the Borrowers or

their respective successors or assigns, any of the rights or remedies reserved

to the Administrative Agent or any of the Banks pursuant to the provisions of

the Loan Documents. Each Guarantor agrees that any notice or directive given at

any time to the Administrative Agent or any of the Banks which is inconsistent

with the waiver in the immediately preceding sentence shall be void and may be

ignored by the Administrative Agent and the Banks, and, in addition, may not be

pleaded or introduced as evidence in any litigation relating to this Guaranty

for the reason that such pleading or introduction would be at variance with the

written terms of this Guaranty, unless the Administrative Agent has specifically

agreed otherwise in a writing, signed by a duly authorized officer. Each

Guarantor specifically acknowledges and agrees that the foregoing waivers are of

the essence of this transaction and that, but for this Guaranty and such

waivers, the Administrative Agent and the Banks would not make the requested

Loan to the Borrowers.

3. Each Guarantor waives, and covenants and agrees that it will not

at any time insist upon, plead or in any manner whatsoever claim or take the

benefit or advantage of,

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any and all appraisal, valuation, stay, extension, marshaling-of-assets or

redemption laws, or right of homestead or exemption, whether now or at any time

hereafter in force, which may delay, prevent or otherwise affect the performance

by each Guarantor of its obligations under, or the enforcement by the

Administrative Agent or any of the Banks of, this Guaranty. Each Guarantor

further covenants and agrees not to set up or claim any defense, counterclaim,

offset, setoff or other objection of any kind to any action, suit or proceeding

in law, equity or otherwise, or to any demand or claim that may be instituted or

made by the Administrative Agent or any of the Banks other than the defense of

the actual timely payment and performance by the Borrowers of the Guaranteed

Obligations hereunder; provided, however, that the foregoing shall not be deemed

a waiver of each Guarantor's right to assert any compulsory counterclaim, if

such counterclaim is compelled under local law or rule of procedure, nor shall

the foregoing be deemed a waiver of each Guarantor's right to assert any claim

which would constitute a defense, setoff, counterclaim or crossclaim of any

nature whatsoever against the Administrative Agent or any Bank in any separate

action or proceeding. Each Guarantor represents, warrants and agrees that, as of

the date hereof, its obligations under this Guaranty are not subject to any

counterclaims, offsets or defenses against the Administrative Agent or any Bank

of any kind.

4. The provisions of this Guaranty are for the benefit of the

Administrative Agent and the Banks and their successors and permitted assigns,

and nothing herein contained shall impair as between any Borrower and the

Administrative Agent and the Banks the obligations of any Borrower under the

Loan Documents.

5. This Guaranty shall be a continuing, unconditional and absolute

guaranty and the liability of each Guarantor hereunder shall in no way be

terminated, affected, modified, impaired or diminished by reason of the

happening, from time to time, of any of the following, all without notice or the

further consent of the Guarantors:

(a) any assignment, amendment, modification or waiver of or change

in any of the terms, covenants, conditions or provisions of any of the

Guaranteed Obligations or the Loan Documents or the invalidity or

unenforceability of any of the foregoing; or

(b) any extension of time that may be granted by the Administrative

Agent to any Borrower, any Guarantor, or their respective successors or

assigns, heirs, executors, administrators or personal representatives; or

(c) any action which the Administrative Agent may take or fail to

take under or in respect of any of the Loan Documents or by reason of any

waiver of, or failure to enforce any of the rights, remedies, powers or

privileges available to the Administrative Agent under this Guaranty or

available to the Administrative Agent at law, equity or otherwise, or any

action on the part of the Administrative Agent granting indulgence or

extension in any form whatsoever; or

(d) any sale, exchange, release, or other disposition of any

property pledged,

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mortgaged or conveyed, or any property in which the Administrative Agent

and/or the Banks have been granted a lien or security interest to secure

any indebtedness of any Borrower to the Administrative Agent and/or the

Banks; or

(e) any release of any person or entity who may be liable in any

manner for the payment and collection of any amounts owed by any Borrower

to the Administrative Agent and/or the Banks; or

(f) the application of any sums by whomsoever paid or however

realized to any amounts owing by any Borrower to the Administrative Agent

and/or the Banks under the Loan Documents in such manner as the

Administrative Agent shall determine in its sole discretion; or

(g) any Borrower's or any Guarantor's voluntary or involuntary

liquidation, dissolution, sale of all or substantially all of their

respective assets and liabilities, appointment of a trustee, receiver,

liquidator, sequestrator or conservator for all or any part of any

Borrower's or any Guarantor's assets, insolvency, bankruptcy, assignment

for the benefit of creditors, reorganization, arrangement, composition or

readjustment, or the commencement of other similar proceedings affecting

any Borrower or any Guarantor or any of the assets of any of them,

including, without limitation, (i) the release or discharge of any

Borrower or any Guarantor from the payment and performance of their

respective obligations under any of the Loan Documents by operation of

law, or (ii) the impairment, limitation or modification of the liability

of any Borrower or any Guarantor in bankruptcy, or of any remedy for the

enforcement of the Guaranteed Obligations under any of the Loan Documents,

or any Guarantor's liability under this Guaranty, resulting from the

operation of any present or future provisions of the Bankruptcy Code or

other present or future federal, state or applicable statute or law or

from the decision in any court; or

(h) any improper disposition by any Borrower of the proceeds of the

Loans, it being acknowledged by each Guarantor that the Administrative

Agent or any Bank shall be entitled to honor any request made by any

Borrower for a disbursement of such proceeds and that neither the

Administrative Agent nor any Bank shall have any obligation to see the

proper disposition by any Borrower of such proceeds.

6. Each Guarantor agrees that if at any time all or any part of any

payment at any time received by the Administrative Agent from any Borrower or

any Guarantor under or with respect to this Guaranty is or must be rescinded or

returned by the Administrative Agent or any Bank for any reason whatsoever

(including, without limitation, the insolvency, bankruptcy or reorganization of

any Borrower or any Guarantor), then such Guarantor's obligations hereunder

shall, to the extent of the payment rescinded or returned, be deemed to have

continued in existence notwithstanding such previous receipt by such party, and

such Guarantor's obligations hereunder shall continue to be effective or

reinstated, as the case may be, as to such payment, as

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though such previous payment had never been made.

7. Until this Guaranty is terminated pursuant to the terms hereof,

each Guarantor (i) shall have no right of subrogation against any Borrower or

any entity comprising same by reason of any payments or acts of performance by

such Guarantor in compliance with the obligations of such Guarantor hereunder,

(ii) waives any right to enforce any remedy which such Guarantor now or

hereafter shall have against any Borrower or any entity comprising same by

reason of any one or more payment or acts of performance in compliance with the

obligations of such Guarantor hereunder and (iii) from and after an Event of

Default (as defined in the Credit Agreement), subordinates any liability or

indebtedness of any Borrower or any entity comprising same now o