AMENDMENT NO. 1 TO CREDIT AGREEMENT

EXHIBIT 10.37

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:

     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 repr