Fifth Amended and Restated Revolving Credit Agreement

Exhibit 10.1

EXECUTION VERSION

Fifth Amended and Restated Revolving Credit Agreement
dated as of July 16, 2007

among

The Borrowers Described Herein,

AMB Property, L.P.,
Guarantor

AMB Property Corporation,
Guarantor

The Banks Listed Herein,

Bank of America, N.A.,
as Administrative Agent,

The Bank of Nova Scotia,
as Syndication Agent,

Calyon New York Branch, Citicorp North America, Inc.,
and The Royal Bank of Scotland plc.,
as Co-Documentation Agents,

Banc of America Securities Asia Limited
(formerly BA Asia Limited),
as Hong Kong Dollars Agent,

AND

Bank of America, N.A., Singapore Branch,
as Singapore Dollars Agent

Banc of America Securities LLC,
as Sole Lead Arranger and Sole Book Manager

TABLE OF CONTENTS

ARTICLE I DEFINITIONS			2
Section 1.1 Definitions			2
Section 1.2 Other Interpretive Provisions			31
Section 1.3 Accounting Terms and Determinations			31
Section 1.4 Types of Borrowings			32
ARTICLE II THE CREDITS			32
Section 2.1 Commitments to Lend			32
Section 2.2 Notice of Borrowing			33
Section 2.3 Notice to Banks; Funding of Loans			34
Section 2.4 Notes			36
Section 2.5 Method of Electing Interest Rates			36
Section 2.6 Interest Rates			38
Section 2.7 Fees			38
Section 2.8 Maturity Date; Extensions			39
Section 2.9 Optional Prepayments			40
Section 2.10 Mandatory Prepayments			41
Section 2.11 General Provisions as to Payments			41
Section 2.12 Funding Losses			42
Section 2.13 Computation of Interest and Fees			42
Section 2.14 Use of Proceeds			42
Section 2.15 Increase in Commitments			43
Section 2.16 Special Provisions Regarding Loans Denominated in an Alternate Currency			44
Section 2.17 Letters of Credit			44
Section 2.18 Letter of Credit Usage Absolute			47
Section 2.19 Establishment of a Supplemental Tranche			47
Section 2.20 Letters of Credit Maturing after the Maturity Date			48
ARTICLE III GUARANTY			49
Section 3.1 Guaranty of Payment			49
Section 3.2 Obligations Unconditional			49
Section 3.3 Modifications			50
Section 3.4 Waiver of Rights			50
Section 3.5 Reinstatement			50
Section 3.6 Remedies			50
Section 3.7 Subrogation			51
ARTICLE IV CONDITIONS			51
Section 4.1 Closing			51
Section 4.2 Borrowings			52
ARTICLE V REPRESENTATIONS AND WARRANTIES			53
Section 5.1 Existence and Power			53
Section 5.2 Power and Authority			54
Section 5.3 No Violation			54
Section 5.4 Financial Information			55
Section 5.5 Litigation			55

Section 5.6 Intentionally Omitted			55
Section 5.7 Environmental			55
Section 5.8 Taxes			56
Section 5.9 Full Disclosure			56
Section 5.10 Solvency			56
Section 5.11 Use of Proceeds			56
Section 5.12 Governmental Approvals			56
Section 5.13 Investment Company Act; Public Utility Holding Company Act			56
Section 5.14 Principal Offices			56
Section 5.15 REIT Status			56
Section 5.16 Patents, Trademarks, etc			56
Section 5.17 Judgments			57
Section 5.18 No Default			57
Section 5.19 Licenses, etc			57
Section 5.20 Compliance With Law			57
Section 5.21 No Burdensome Restrictions			57
Section 5.22 Brokers’ Fees			57
Section 5.23 Intentionally Omitted			57
Section 5.24 Insurance			57
Section 5.25 Organizational Documents			57
Section 5.26 Unencumbered Properties			58
ARTICLE VI AFFIRMATIVE AND NEGATIVE COVENANTS			58
Section 6.1 Information			58
Section 6.2 Payment of Obligations			60
Section 6.3 Maintenance of Property; Insurance; Leases			60
Section 6.4 Maintenance of Existence			60
Section 6.5 Compliance with Laws			61
Section 6.6 Inspection of Property, Books and Records			61
Section 6.7 Existence			61
Section 6.8 Financial Covenants			61
Section 6.9 Restriction on Fundamental Changes			62
Section 6.10 Changes in Business			63
Section 6.11 AMB Status			63
Section 6.12 Other Indebtedness			64
Section 6.13 Forward Equity Contracts			64
Section 6.14 Capital Funding Loans			64
Section 6.15 Additional Borrowers and Authorized Borrowers			65
Section 6.16 Other Information			66
ARTICLE VII DEFAULTS			66
Section 7.1 Events of Default			66
Section 7.2 Rights and Remedies			68
Section 7.3 Notice of Default			69
Section 7.4 Actions in Respect of Letters of Credit			69
Section 7.5 Distribution of Proceeds after Default			71
ARTICLE VIII THE AGENTS			71
Section 8.1 Appointment and Authorization			71
Section 8.2 Agency and Affiliates			71

Section 8.3 Action by Administrative Agent			71
Section 8.4 Consultation with Experts			71
Section 8.5 Liability of Administrative Agent			72
Section 8.6 Indemnification			72
Section 8.7 Credit Decision			72
Section 8.8 Successor Agents			72
Section 8.9 Consents and Approvals			73
ARTICLE IX CHANGE IN CIRCUMSTANCES			73
Section 9.1 Basis for Determining Interest Rate Inadequate or Unfair			73
Section 9.2 Illegality			74
Section 9.3 Increased Cost and Reduced Return			75
Section 9.4 Taxes			76
Section 9.5 Base Rate Loans Substituted for Affected Euro-Dollar Loans			79
Section 9.6 Interest Rate Limitation			80
ARTICLE X MISCELLANEOUS			80
Section 10.1 Notices			80
Section 10.2 Electronic Delivery of Certain Documents			81
Section 10.3 No Waivers			81
Section 10.4 Expenses; Indemnification			81
Section 10.5 Sharing of Set-Offs			82
Section 10.6 Amendments and Waivers			83
Section 10.7 Successors and Assigns			83
Section 10.8 Collateral			85
Section 10.9 Governing Law; Submission to Jurisdiction; Judgment Currency			86
Section 10.10 Counterparts; Integration; Effectiveness			86
Section 10.11 Waiver of Jury Trial			87
Section 10.12 Survival			87
Section 10.13 Domicile of Loans			87
Section 10.14 Limitation of Liability			87
Section 10.15 Recourse Obligation			87
Section 10.16 Confidentiality			87
Section 10.17 Bank’s Failure to Fund			88
Section 10.18 Banks’ ERISA Covenant			91
Section 10.19 Several Obligations; Communication with Borrowers			92
Section 10.20 Amendments to AMB Revolving Credit Facility Covenants			92
Section 10.21 Syndication Agent and Co-Documentation Agents			92
Section 10.22 USA Patriot Act			93

SCHEDULE 1.1		Initial Qualifying Unencumbered Properties
SCHEDULE 2.1		Commitments and Currency Commitments
SCHEDULE 2.2		Calculation of Outstandings and Available Commitments
SCHEDULE 5.4(b)		Disclosure of Additional Material Indebtedness
SCHEDULE 6.11(c)(i)		AMB Investment Interests
SCHEDULE 6.11(c)(ii)		AMB Interests in Property
SCHEDULE 6.15		Authorized Borrowers
EXHIBIT A		Form of Note
EXHIBIT B		Form of Qualified Borrower Joinder Agreement
EXHIBIT C		Form of Assignment and Assumption
EXHIBIT D		Addresses for Notices and Account Information
EXHIBIT E		Form of Supplemental Addendum

FIFTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

     THIS FIFTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “ Agreement ”) dated as of July 16, 2007 among each Qualified Borrower (as hereinafter defined and as listed on the signature page hereof), AMB PROPERTY, L.P., a Delaware limited partnership (“ AMB LP ”), AMB PROPERTY CORPORATION, a Maryland corporation qualified as a real estate investment trust (“ AMB ” and, collectively with AMB LP, “ Guarantors ,” and, individually, a “ Guarantor ”), the banks and financial institutions listed on the signature pages hereof as the Initial Banks (the “ Initial Banks ”), BANK OF AMERICA, N.A., a national banking association (in its individual capacity, “ Bank of America ”), as Administrative Agent (as hereinafter defined), THE BANK OF NOVA SCOTIA, a bank listed on Schedule I of the Bank Act (Canada) (in its individual capacity, “ Bank of Nova Scotia ”), as Syndication Agent (as hereinafter defined), CALYON NEW YORK BRANCH, CITICORP NORTH AMERICA, INC., and THE ROYAL BANK OF SCOTLAND PLC., as Co-Documentation Agents (as hereinafter defined), BANC OF AMERICA SECURITIES ASIA LIMITED (formerly BA Asia Limited), a company registered and existing under the laws of Hong Kong, as Hong Kong Dollars Agent (as hereinafter defined), Bank of America, N.A., acting by its Canada branch, as Canadian Administrative Agent and as a Reference Bank (as hereinafter defined), and Bank of America, Singapore branch, as the Singapore Dollars Agent (as hereinafter defined), for the Banks (as hereinafter defined), each of the other lending institutions that becomes a lender hereunder (herein collectively, with the Initial Banks, referred to as the “ Banks ;” and each individually referred to as a “ Bank ”).

W I T N E S S E T H

     WHEREAS, AMB LP, AMB, the initial Qualified Borrower, Bank of America, Société Générale, and the Banks entered into that certain Revolving Credit Agreement, dated as of May 8, 2003 (the " Original Credit Agreement ”);

     WHEREAS, the parties to the Original Credit Agreement entered into that certain First Amendment to Revolving Credit Agreement on or about May 21, 2004 (the “ First Amendment to Credit Agreement ”);

     WHEREAS, the parties to the Original Credit Agreement entered into that certain Amended and Restated Revolving Credit Agreement on or about June 29, 2004 (the “ Amended and Restated Credit Agreement ”);

     WHEREAS, the parties to the Amended and Restated Credit Agreement entered into that certain Second Amended and Restated Revolving Credit Agreement dated as of June 22, 2005 (the “ Second Amended and Restated Credit Agreement ”);

     WHEREAS, the parties to the Second Amended and Restated Credit Agreement entered into that certain Third Amended and Restated Revolving Credit Agreement dated as of February 16, 2006 (the " Third Amended and Restated Credit Agreement ”);

     WHEREAS, the parties to the Third Amended and Restated Credit Agreement entered into that certain Fourth Amended and Restated Revolving Credit Agreement dated as of June 13, 2006 (the " Fourth Amended and Restated Credit Agreement ”) pursuant to which, among other things, AMB - SERVICIOS ESTRATÉGICOS, S. DE R.L. DE C.V. ceased to be a Borrower (as hereinafter defined); and

     WHEREAS the parties hereto have agreed to amend and restate the terms and conditions of the Fourth Amended and Restated Credit Agreement.

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

     I. The Fourth Amended and Restated Credit Agreement is hereby modified so that all of the terms and conditions of the aforesaid Fourth Amended and Restated Credit Agreement shall be restated in their entirety as set forth herein, and the Borrowers agree 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 of the parties hereto, and their respective successors and assigns, and shall be deemed to be effective as of the date hereof.

     III. Any reference in the Notes, any other Loan Document or any other document executed in connection with the Original Credit Agreement, the First Amendment to Credit Agreement, the Amended and Restated Credit Agreement, the Second Amended and Restated Credit Agreement, the Third Amended and Restated Credit Agreement or the Fourth Amended and Restated Credit Agreement shall be deemed to refer to this Agreement.

     IV. The parties hereto further agree as follows:

ARTICLE I
DEFINITIONS

     Section 1.1 Definitions .

     The following terms, as used herein, have the following meanings:

     “ 100% AMB Non-US Property Owner ” has the meaning set forth in Section 6.14 .

     “ Additional Amount ” has the meaning set forth in Section 9.4 .

     “ Adjusted EBITDA ” means EBITDA for such period minus an amount equal to appropriate reserves for replacements of Ten Cents ($0.10) (or in the case of any Real Property Asset owned by an Investment Affiliate or by a Consolidated Subsidiary, AMB LP’s Share of Ten Cents ($0.10)) per square foot per annum for each Real Property Asset (provided that, as to any Real Property Asset acquired during such period such Ten Cents ($0.10) per square foot adjustment shall be pro-rated for the period of ownership). Adjusted EBITDA includes rental income actually earned and shall exclude the application of FAS 141, and non-cash expenses related to employee and trustee stock and stock options.

     “ Adjusted Interbank Offered Rate ” as applicable to any Interest Period means a rate per annum equal to the quotient obtained (rounded upward, if necessary, to the next higher 1/100 of 1%) by dividing: (i) the Interbank Offered Rate applicable during such Interest Period by (ii) 1.00 minus the Euro-Dollar Reserve Percentage.

     “ Administrative Agent ” shall mean: (i) with respect to the determination of HIBOR, and the disbursement and re-payment of Loans denominated in Hong Kong Dollars, the Hong Kong Dollars Agent; (ii) with respect to the determination of the Swap Offer Rate, and the disbursement and re-payment of Loans denominated in Singapore Dollars, the Singapore Dollars Agent; (iii) with respect to the determination of Canadian LIBOR, CDOR, or the Canadian Base Rate, the Reference Bank; (iv) with respect to the administration of Canadian Dollar Tranche B, the Canadian Administrative Agent; and (v) for all other purposes under this Agreement (including, without limitation all matters related to Loans denominated in Canadian Dollars except as set forth in clauses (iii) and (iv) above), Bank of America, in each case in its respective capacity as Administrative Agent hereunder, and its

respective permitted successors in such capacity in accordance with the terms of this Agreement.

     “ Administrative Questionnaire ” means with respect to each Bank, an administrative questionnaire in the form prepared by the Administrative Agent and submitted to the Administrative Agent (with a copy to Guarantors) duly completed by such Bank.

     “ Affiliate ,” as applied to any Person, means any other Person that directly or indirectly controls, is controlled by, or is under common control with, that Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to vote ten percent (10.0%) or more of the equity Securities having voting power for the election of directors of such Person or otherwise to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting equity Securities or by contract or otherwise.

     “ Aggregate Loans, ” with respect to any Bank, shall mean the amount equal to (i) the amount of Loans made by such Bank plus (ii) if applicable, the amount of loans made by such Bank pursuant to the Rupee Facility.

     “ Agreement ” shall mean this Fifth Amended and Restated Revolving Credit Agreement as the same may from time to time hereafter be modified, supplemented or amended.

     “ Alternate Currency ” means (a) the lawful currency of: (i) the Republic of Singapore (Singapore Dollars or S$), (ii) Canada (Canadian Dollars or CA$), (iii) the Hong Kong Special Administrative Region of the People’s Republic of China (Hong Kong Dollars or HK$); (iv) the United Kingdom (Pounds Sterling or £); or (v) the European Economic Union (Euros or € ) or (b) a Supplemental Currency. For all purposes of this Agreement, including without limitation the calculation of the Dollar Equivalent Amount at any time and from time to time, each Alternate Currency will be marked-to-market in the manner set forth in Section 2.10 .

     “ Alternate Currency Borrowing ” has the meaning set forth in Section 1.4 .

     “ AMB ” means AMB Property Corporation, a Maryland corporation qualified as a real estate investment trust and the sole general partner of AMB LP.

     “ AMB LP ” means AMB Property, L.P., a Delaware limited partnership.

     “ AMB LP’s Share ” means the Guarantors’ direct or indirect share of a Consolidated Subsidiary, a Joint Venture Subsidiary or an Investment Affiliate as reasonably determined by AMB LP based upon each Guarantor’s economic interest (whether direct or indirect) of such Consolidated Subsidiary, Joint Venture Subsidiary or Investment Affiliate, as of the date of such determination.

     “ AMB Revolver Provisions ” has the meaning set forth in Section 10.20 .

     “ AMB Revolving Credit Agreement ” means that certain Third Amended and Restated Revolving Credit Agreement dated as of June 1, 2006 among AMB Property, L.P., JPMorgan Chase Bank, as Administrative Agent, and the Agents and Banks described therein, as the same may have been and may hereafter be amended from time to time.

     “ AMB Revolving Credit Facility ” means that certain credit facility evidenced by the AMB Revolving Credit Agreement.

     “ Applicable Bank ” means, with regard to a Loan to be made or a Letter of Credit to be issued in respect of a Tranche, a Bank that has a Currency Commitment in such Tranche.

     “ Applicable Fee Percentage ” means the respective percentages per annum determined, at any time, based on the range into which AMB LP’s Credit Rating then falls, in accordance with the table set forth below. Any change in AMB LP’s Credit Rating causing it to move to a different range on the table shall effect an immediate change in the Applicable Fee Percentage. AMB LP shall have not less than two (2) Credit Ratings at all times. In the event that AMB LP receives only two (2) Credit Ratings (one of which must be from S&P or Moody’s), and such Credit Ratings are not equivalent, the Applicable Fee Percentage shall be determined by the higher of such two (2) Credit Ratings. In the event that AMB LP receives more than two (2) Credit Ratings, and such Credit Ratings are not all equivalent, the Applicable Fee Percentage shall be determined by the highest Credit Rating, provided that said highest rating shall be from S&P or Moody’s; provided, further, that if the highest rating is not from S&P or Moody’s, then the Applicable Fee Percentage shall be determined by the highest Credit Rating from either S&P or Moody’s.

Range of AMB LP’s
Credit Rating
(S&P/Moody’s
Ratings)		Applicable Fee Percentage
A-/A3 or better		0.15%
BBB+/Baa1		0.20%
BBB/Baa2		0.20%
BBB-/Baa3		0.25%
<BBB-/Baa3		0.35%

     “ Applicable Interest Rate ” means: (i) with respect to any Fixed Rate Indebtedness, the fixed interest rate applicable to such Fixed Rate Indebtedness at the time in question; and (ii) with respect to any Floating Rate Indebtedness, either: (x) the rate at which the interest rate applicable to such Floating Rate Indebtedness is actually capped (or fixed pursuant to an interest rate hedging device), at the time of calculation, if AMB LP has entered into an interest rate cap agreement or other interest rate hedging device with respect thereto or (y) if AMB LP has not entered into an interest rate cap agreement or other interest rate hedging device with respect to such Floating Rate Indebtedness, the greater of: (A) the rate at which the interest rate applicable to such Floating Rate Indebtedness could be fixed for the remaining term of such Floating Rate Indebtedness, at the time of calculation, by AMB LP’s entering into any unsecured interest rate hedging device either not requiring an upfront payment or if requiring an upfront payment, such upfront payment shall be amortized over the term of such device and included in the calculation of the interest rate (or, if such rate is incapable of being fixed by entering into an unsecured interest rate hedging device at the time of calculation, a fixed rate equivalent reasonably determined by Administrative Agent) or (B) the floating rate applicable to such Floating Rate Indebtedness at the time in question.

     “ Applicable Lending Office ” means with respect to any Bank: (i) in the case of its Base Rate Loans or Euro-Dollar Loans (including Canadian Base Rate Loans) with respect to Canadian Dollar Tranche A, its

Domestic Lending Office; (ii) in the case of Base Rate Loans or Euro-Dollar Loans (including Canadian Base Rate Loans) with respect to Canadian Dollar Tranche B, its Canadian Lending Office; and (iii) in the case of its other Euro-Dollar Loans, its Euro-Dollar Lending Office.

     “ Applicable Margin ” means with respect to each Loan, the respective percentages per annum determined, at any time, based on the range into which AMB LP’s Credit Rating then falls, in accordance with the table set forth below. Any change in AMB LP’s Credit Rating causing it to move to a different range on the table shall effect an immediate change in the Applicable Margin. AMB LP shall have not less than two (2) Credit Ratings at all times. In the event that AMB LP receives only two (2) Credit Ratings (one of which must be from S&P or Moody’s), and such Credit Ratings are not equivalent, the Applicable Margin shall be determined by the higher of such two (2) Credit Ratings. In the event that AMB LP receives more than two (2) Credit Ratings, and such Credit Ratings are not all equivalent, the Applicable Margin shall be determined by the highest Credit Rating, provided that said highest rating shall be from S&P or Moody’s; provided, further, that if the highest rating is not from S&P or Moody’s, then the Applicable Margin shall be determined by the highest Credit Rating from either S&P or Moody’s.

		Applicable Margin
Range of AMB LP’s		Euro-Dollar Loans
Credit Rating		(other than Canadian		Base Rate Loans and Canadian
(S&P/Moody’s		Dollar Loans utilizing the		Dollar Loans utilizing the
Ratings)		Canadian Base Rate)		Canadian Base Rate
A-/A3 or better		0.60%		0%
BBB+/Baa1		0.60%		0%
BBB/Baa2		0.70%		0%
BBB-/Baa3		0.85%		0%
<BBB-/Baa3		1.15%		0%

     “ Assignee ” has the meaning set forth in Section 10.7(b) .

     “ Assignment and Assumption ” means an Assignment and Assumption substantially in the form of Exhibit C .

     “ Authorized Borrower ” means, with regard to the Borrowing in a Tranche, the following:

          (a) for Dollar Tranche A, a Dollar Tranche A Borrower;

          (b) for Dollar Tranche B, a Dollar Tranche B Borrower;

          (c) for the Canadian Dollar Tranche A, a Canadian Dollar Tranche A Borrower;

          (d) for the Canadian Dollar Tranche B, a Canadian Dollar Tranche B Borrower;

          (e) for the Euro Tranche, a Euro Borrower;

          (f) for the Hong Kong Dollars Tranche, a Hong Kong Borrower;

          (g) for the Pounds Sterling Tranche, a Pounds Sterling Borrower;

          (h) for the Singapore Dollars Tranche, a Singapore Borrower; and

          (i) for a Supplemental Tranche, a Supplemental Borrower.

     “ Balance Sheet Indebtedness ” means with respect to any Person and assuming such Person is required to prepare financial statements in accordance with GAAP, without duplication, the Indebtedness of such Person which would be required to be included on the liabilities side of the balance sheet of such Person in accordance with GAAP excluding, in the case of AMB or AMB LP, the Balance Sheet Indebtedness of any Consolidated Subsidiary. Notwithstanding the foregoing, Balance Sheet Indebtedness shall include current liabilities and all guarantees of Indebtedness of any Person.

     “ Balloon Payments ” shall mean with respect to any loan constituting Balance Sheet Indebtedness, any required principal payment of such loan which is either: (i) payable at the maturity of such Indebtedness or (ii) in an amount which exceeds fifteen percent (15%) of the original principal amount of such loan; provided , however, that the final payment of a fully amortizing loan shall not constitute a Balloon Payment.

     “ Bank ” means each entity (other than Guarantors or any Borrower) listed on the signature pages hereof, each Assignee which becomes a Bank pursuant to Section 10.7(c) , and their respective successors.

     “ Bank Reply Period ” has the meaning given to such term in Section 8.9 .

     “ Bankruptcy Code ” shall mean Title 11 of the United States Code, entitled “Bankruptcy,” as amended from time to time, and any successor statute or statutes.

     “ Base Rate ” means, for any day, a rate per annum equal to the higher of: (i) the Prime Rate for such day; and (ii) the sum of 0.50% plus the Federal Funds Rate for such day. Each change in the Base Rate shall become effective automatically as of the opening of business on the date of such change in the Base Rate, without prior written notice to Guarantors, Borrowers or Banks.

     “ Base Rate Loan ” means a Loan to be made by a Bank as a Base Rate Loan in accordance with the provisions of this Agreement.

     “ Benefit Arrangement ” means at any time an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and which is maintained or otherwise contributed to by any member of the ERISA Group.

     “ Borrower ” means at any date, a Qualified Borrower that has duly executed and delivered the Qualified Borrower Joinder Documents to the Administrative Agent and has satisfied all of the conditions precedent contained therein in accordance with Section 6.15 , and “ Borrowers ” means two or more of them, collectively.

     “ Borrowing ” has the meaning set forth in Section 1.4 .

     “ Business Day ” means any day except a Saturday, Sunday or other day on which commercial banks in New York City are authorized by law to close.

     “ Canadian Administrative Agent ” means Bank of America, N.A., acting through its Canada branch with its registered office at 200 Front Street West, Toronto, Ontario, M5V 3L2, Canada, in its capacity as Canadian Administrative Agent.

     “ Canadian Base Rate ” means, for any day, a fluctuating rate of interest equal to the higher of (a) the rate of interest, expressed on a per annum basis, that would apply to a one month bankers’ acceptance accepted by the Reference Bank if made on such day plus 0.75%; and (b) the Canadian Prime Rate.

     “ Canadian Base Rate Loan ” means any Loan denominated in Canadian Dollars and bearing interest at the Canadian Base Rate.

     “ Canadian Dollar ” and “ CA$ ” means the lawful money of Canada.

     “ Canadian Dollar Loan ” means any Euro-Dollar Loan denominated in Canadian Dollars.

     “ Canadian Dollar Tranche A ” means the aggregate principal amount or face amount of all Loans and Letters of Credit denominated in Canadian Dollars funded and repaid outside Canada as committed, loaned or issued, as applicable, to Canadian Dollar Tranche A Borrowers.

     “ Canadian Dollar Tranche A Borrower ” means a Borrower listed under the heading “Canadian Dollar Tranche A Borrower” on Schedule 6.15.

     “ Canadian Dollar Tranche B ” means the aggregate principal amount or face amount of all Loans and Letters of Credit denominated in Canadian Dollars funded and repaid inside Canada as committed, loaned or issued, as applicable, to Canadian Dollar Tranche B Borrowers.

     “ Canadian Dollar Tranche B Borrower ” means a Borrower listed under the heading “Canadian Dollar Tranche B Borrower” on Schedule 6.15.

     “ Canadian Interest Period ” has the meaning set forth in Section 2.13 .

     “ Canadian Lending Office ” means, as to each Bank with respect to Canadian Dollar Tranche B, its office located at its address in Canada set forth in its Administrative Questionnaire (or identified in its Administrative Questionnaire as its Canadian Lending Office) or such other office located in Canada as such Bank may hereafter designate as its Canadian Lending Office by notice to Guarantors and the Administrative Agent.

     “ Canadian LIBOR ” shall mean, with respect to any Euro-Dollar Loan or Borrowing denominated in Canadian Dollars: (a) the interest rate per annum (carried out to the fifth decimal place) equal to the rate determined by the Administrative Agent to be the offered rate that appears on the “LIBOR01” page of the Reuters screen that displays the average British Bankers Association Interest Settlement Rates (such page currently being page number 3000 Xtra) for deposits in Canadian Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period; or (b) in the event that the rate referenced in the preceding clause (a) does not appear on such page or service or such page or service shall cease to be available, the rate per annum (carried to the fifth decimal place) equal to the rate determined by the Administrative Agent to be the offered rate on such other page or other service that displays an average British Bankers Association Interest Settlement Rates for deposits in Canadian Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period.

     “ Canadian Prime Rate ” means the rate of interest in effect for such day as publicly announced from time to time by the Reference Bank as its “Prime Rate” in Canada. The Canadian Prime Rate is based upon various factors including the Reference Bank’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by the Reference Bank shall take effect at the opening of business on the day specified and the public announcement of such change.

     “ Capital Funding Loan ” has the meaning set forth in Section 6.14 hereof.

     “ Capital Leases ” as applied to any Person, means any lease of any property (whether real, personal or mixed) by that Person as lessee which, in conformity with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person.

     “ Cash or Cash Equivalents ” shall mean (a) cash; (b) marketable direct obligations issued or unconditionally guaranteed by the United States Government or issued by an agency thereof and backed by the full faith and credit of the United States, in each case maturing within one (1) year after the date of acquisition thereof; (c) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within ninety (90) days after the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from any two of S&P, Moody’s or Fitch (or, if at any time no two of the foregoing shall be rating such obligations, then from such other nationally recognized rating services acceptable to Administrative Agent ); (d) domestic corporate bonds, other than domestic corporate bonds issued by AMB LP or any of its Affiliates, maturing no more than two (2) years after the date of acquisition thereof and, at the time of acquisition, having a rating of at least A or the equivalent from any two (2) of S&P, Moody’s or Fitch (or, if at any time no two of the foregoing shall be rating such obligations, then from such other nationally recognized rating services acceptable to Administrative Agent); (e) variable-rate domestic corporate notes or medium term corporate notes, other than notes issued by AMB LP or any of its Affiliates, maturing or resetting no more than one (1) year after the date of acquisition thereof and having a rating of at least AA or the equivalent from two of S&P, Moody’s or Fitch (or, if at any time no two of the foregoing shall be rating such obligations, then from such other nationally recognized rating services acceptable to Administrative Agent); (f) commercial paper (foreign and domestic) or master notes, other than commercial paper or master notes issued by AMB LP or any of its Affiliates, and, at the time of acquisition, having a long-term rating of at least A or the equivalent from S&P, Moody’s or Fitch and having a short-term rating of at least A-1 and P-1 from S&P and Moody’s, respectively (or, if at any time neither S&P nor Moody’s shall be rating such obligations, then the highest rating from such other nationally recognized rating services acceptable to Administrative Agent); (g) domestic and foreign certificates of deposit or domestic time deposits or foreign deposits or bankers’ acceptances (foreign or domestic) in Dollars, Pounds Sterling, Euros, Yen or an Alternate Currency that are issued by a bank: (I) which has, at the time of acquisition, a long-term rating of at least A or the equivalent from S&P, Moody’s or Fitch and (II) if a domestic bank, which is a member of the Federal Deposit Insurance Corporation; (h) overnight securities repurchase agreements, or reverse repurchase agreements secured by any of the foregoing types of securities or debt instruments, provided that the collateral supporting such repurchase agreements shall have a value not less than 101% of the principal amount of the repurchase agreement plus accrued interest; and (i) money market funds invested in investments substantially all of which consist of the items described in clauses (a) through (h) foregoing.

     “ CDOR ” means, with respect to any Euro-Dollar Loan or Borrowing denominated in Canadian Dollars, the per annum rate of interest which is the rate based on an average rate applicable to Canadian dollar bankers’ acceptances for a term equivalent to the term of the relevant requested Interest Period appearing on the “Reuters Screen CDOR Page” (as defined in the International Swap Dealer Association, Inc. definitions, as modified and amended from time to time) as of 10:00 a.m., Toronto time, on the first day of such Interest

Period, or if such date is not a Euro-Dollar Business Day, then on the immediately preceding Euro-Dollar Business Day.

     “ Closing Date ” means the date on or after the Effective Date on which the conditions set forth in Section 4.1 shall have been satisfied to the satisfaction of the Administrative Agent.

     “ Co-Documentation Agent ” shall mean Calyon New York Branch, Citicorp North America, Inc., and The Royal Bank of Scotland plc., each in its capacity as co-documentation agent hereunder, and its permitted successors in such capacity in accordance with the terms of this Agreement.

     “ Code ” shall mean the Internal Revenue Code of 1986, as amended, and as it may be further amended from time to time, any successor statutes thereto, and applicable U.S. Department of Treasury Regulations issued pursuant thereto in temporary or final form.

     “ Commitment ” means with respect to each Bank, the amount set forth on Schedule 2.1 hereof opposite such Bank’s name as its “ Commitment ” (and, for each Bank which is an Assignee, the aggregate of the amounts set forth in the Assignment and Assumption entered into pursuant to Section 10. 7(c) as the Assignee’s Commitment), as such amount may be reduced from time to time pursuant to Section 2. 9(e) or in connection with an assignment to an Assignee, and as such amount may be increased pursuant to Section 2.15 or in connection with an assignment from an Assignor.

     “ Confidential Information ” has the meaning assigned in Section 10.16 .

     “ Consolidated Subsidiary ” means at any date any Subsidiary or other entity which is consolidated with either Guarantor in accordance with GAAP.

     “ Consolidated Tangible Net Worth ” means, at any time, the tangible net worth of AMB LP, on a consolidated basis, determined in accordance with GAAP, plus preferred units issued by Consolidated Subsidiaries, plus all accumulated depreciation and amortization of AMB LP plus AMB LP’s Share of accumulated depreciation and amortization of Investment Affiliates, deducted, in either case, from earnings in calculating Net Income.

     “ Constituent Documents ” means, for any entity, its constituent or organizational documents, including: (i) in the case of a limited partnership, its certificate of limited partnership and its limited partnership agreement; (ii) in the case of a limited liability company, its certificate of formation or organization and its operating agreement or limited liability company agreement (to the extent applicable); (iii) in the case of a corporation, its articles or certificate of incorporation and its bylaws, and (iv) in the case of each such entity, its certificate of good standing (to the extent available); or correlative documents if such entity is not a limited partnership, limited liability company, or corporation.

     “ Construction Asset ” has the meaning set forth in the definition of “ Construction Asset Cost .”

     “ Construction Asset Cost ” shall mean, with respect to a Real Property Asset (or, in the case of any Real Property Asset to be developed in phases, any phase thereof) in which Development Activity has begun (as evidenced by obtaining a permit to commence construction of the applicable industrial or retail improvements by the applicable governmental authority) but has not yet been substantially completed (substantial completion shall be deemed to mean not less than 90% completion, as such completion shall be evidenced by a certificate of occupancy or its equivalent and the commencement of the payment of rent by tenants of such Real Property Asset or phase) (“ Construction Asset ”): (i) in the case of the development and construction by AMB LP in clause (a) of the definition of Development Activity, the aggregate, good faith estimate of the total cost to be incurred by AMB LP in the construction of such improvements (including land acquisition costs); (ii) in the case of the development and construction by a Joint Venture Subsidiary or a Consolidated Subsidiary of AMB LP described in clause (a) of the definition of Development Activity, an amount equal to AMB LP’s Share of the aggregate, good faith estimate of the total cost to be incurred by such Joint Venture Subsidiary or such Consolidated Subsidiary, as applicable, in the construction of such improvements (including land

acquisition costs); (iii) in the case of the financing of any development and construction by AMB LP, the amount AMB LP has committed to fund to pay the cost to complete such development and construction; (iv) in the case of the financing of any development and construction by a Joint Venture Subsidiary or a Consolidated Subsidiary of AMB LP, an amount equal to AMB LP’s Share of the amount such Joint Venture Subsidiary or such Consolidated Subsidiary, as applicable, has committed to fund to pay the cost to complete such development and construction; (v) in the case of the incurrence of any Contingent Obligations in connection with any development and construction by AMB LP, the amount of such Contingent Obligation of AMB LP; and (vi) in the case of the incurrence of any Contingent Obligations in connection with any development and construction by a Joint Venture Subsidiary (or a Consolidated Subsidiary) of AMB LP, an amount equal to AMB LP’s Share of the amount of such Contingent Obligation of such Joint Venture Subsidiary or such Consolidated Subsidiary, as applicable.

     “ Contingent Obligation ” as to any Person means, without duplication: (i) any contingent obligation of such Person required to be shown on such Person’s balance sheet in accordance with GAAP; and (ii) any obligation required to be disclosed in the footnotes to such Person’s financial statements, guaranteeing partially or in whole any Non-Recourse Indebtedness, lease, dividend or other obligation, exclusive of contractual indemnities (including, without limitation, any indemnity or price-adjustment provision relating to the purchase or sale of securities or other assets) and guarantees of non-monetary obligations (other than guarantees of completion) which have not yet been called on or quantified, of such Person or of any other Person. The amount of any Contingent Obligation described in clause (ii) shall be deemed to be: (a) with respect to a guaranty of interest or interest and principal, or operating income guaranty, the Net Present Value of the sum of all payments required to be made thereunder (which in the case of an operating income guaranty shall be deemed to be equal to the debt service for the note secured thereby), calculated at the Applicable Interest Rate, through: (i) in the case of an interest or interest and principal guaranty, the stated date of maturity of the obligation (and commencing on the date interest could first be payable thereunder); or (ii) in the case of an operating income guaranty, the date through which such guaranty will remain in effect; and (b) with respect to all guarantees not covered by the preceding clause (a) , an amount equal to the stated or determinable amount of the primary obligation in respect of which such guaranty is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as recorded on the balance sheet and on the footnotes to the most recent financial statements of AMB LP required to be delivered pursuant to Section 6.1 hereof. Notwithstanding anything contained herein to the contrary, guarantees of completion shall not be deemed to be Contingent Obligations unless and until a claim for payment or performance has been made thereunder, at which time any such guaranty of completion shall be deemed to be a Contingent Obligation in an amount equal to any such claim. Subject to the preceding sentence: (i) in the case of a joint and several guaranty given by such Person and another Person (but only to the extent such guaranty is recourse, directly or indirectly to AMB LP), the amount of the guaranty shall be deemed to be 100% thereof unless and only to the extent that such other Person has delivered Cash or Cash Equivalents to secure all or any part of such Person’s guaranteed obligations; (ii) in the case of joint and several guarantees given by a Person in whom AMB LP owns an interest (which guarantees are non-recourse to AMB LP), to the extent the guarantees, in the aggregate, exceed 15% of Total Asset Value, the amount which is the lesser of: (x) the amount in excess of 15% or (y) the amount of AMB LP’s interest therein shall be deemed to be a Contingent Obligation of AMB LP; and (iii) in the case of a guaranty (whether or not joint and several) of an obligation otherwise constituting Indebtedness of such Person, the amount of such guaranty shall be deemed to be only that amount in excess of the amount of the obligation constituting Indebtedness of such Person. Notwithstanding anything contained herein to the contrary, Contingent Obligations shall be deemed not to include guarantees of Unused

Commitments or of construction loans to the extent the same have not been drawn. All matters constituting Contingent Obligations shall be calculated without duplication.

     “ Controlling Requirement ” has the meaning set forth in the definition of Qualified Borrower.

     “ Convertible Securities ” means evidences of shares of stock, limited or general partnership interests or other ownership interests, warrants, options, or other rights or securities which are convertible into or exchangeable for, with or without payment of additional consideration, common shares of beneficial interest of AMB or partnership interests of AMB LP, as the case may be, either immediately or upon the arrival of a specified date or the happening of a specified event.

     “ Covenant Modification ” has the meaning set forth in Section 10.20 .

     “ Credit Parties ” means each Borrower and each Guarantor and “ Credit Party ” means any one of them.

     “ Credit Rating ” means the rating assigned by the Rating Agencies to AMB LP’s senior unsecured long term indebtedness.

     “ Currency Commitment ” means, with respect to each Bank, the amount set forth on Schedule 2.1 hereof opposite such Bank’s name as its commitment for Loans in Dollars or one or more Alternate Currencies (and, for each Bank which is an Assignee, the amounts set forth in the Assignment and Assumption entered into pursuant to Section 10. 7(c) as the Assignee’s Currency Commitment), as such amount may be reduced from time to time pursuant to Section 2. 9(e) or in connection with an assignment to an Assignee, and as such amount may be increased pursuant to Section 2.15 or in connection with an assignment from an Assignor.

     “ Debt Restructuring ” means a restatement of, or material change in, the amortization or other financial terms of any Indebtedness of AMB, AMB LP or any Subsidiary or Investment Affiliate.

     “ Debt Service ” means, for any period and without duplication, Interest Expense for such period plus scheduled principal amortization (excluding Balloon Payments) for such period on all Balance Sheet Indebtedness of AMB LP and AMB, plus AMB LP’s Share of scheduled principal amortization (excluding Balloon Payments) for such period on all Balance Sheet Indebtedness of Investment Affiliates and Consolidated Subsidiaries.

     “ Default ” means any condition or event which with the giving of notice or lapse of time or both would, unless cured or waived, become an Event of Default.

     “ Default Rate ” has the meaning set forth in Section 2.6(d) .

     “ Defaulting Bank ” has the meaning set forth in Section 10. 17(b)(i) .

     “ Development Activity ” means: (a) the development and construction or redevelopment of industrial or retail facilities by AMB LP or any of its Consolidated Subsidiaries or Joint Venture Subsidiaries excluding Unimproved Assets; (b) the financing by AMB LP or any of its Consolidated Subsidiaries or Joint Venture Subsidiaries of any such development or construction or redevelopment; and (c) the incurrence by AMB LP or any of its Consolidated Subsidiaries or Joint Venture Subsidiaries of any Contingent Obligations in connection with such development or construction or redevelopment (other than purchase contracts for Real Property Assets which are not payable until after completion of development or construction).

     “ Dollar Equivalent Amount ” shall mean: (i) with respect to any amount of an Alternate Currency on any day, the equivalent amount in Dollars of such amount of Alternate Currency as determined by the Administrative Agent using the applicable Exchange Rate on such day; and (ii) with respect to any amount of Dollars, such amount.

     “ Dollar Tranche A ” means the aggregate principal amount or face amount of all Loans and Letters of Credit denominated in Dollars as committed, loaned or issued, as applicable, to Dollar Tranche A Borrowers.

     “ Dollar Tranche A Borrower ” means a Borrower listed under the heading “Dollar Tranche A Borrower” on Schedule 6.15

     “ Dollar Tranche B ” means the aggregate principal amount or face amount of all Loans and Letters of Credit denominated in Dollars as committed, loaned or issued, as applicable, to Dollar Tranche B Borrowers.

     “ Dollar Tranche B Borrower ” means a Borrower listed under the heading “Dollar Tranche B Borrower” on Schedule 6.15

     “ Dollars ” and “ $ ” means the lawful money of the United States.

     “ Domestic Lending Office ” means, as to each Bank, its office located at its address in the United States set forth in its Administrative Questionnaire (or identified in its Administrative Questionnaire as its Domestic Lending Office) or such other office located in the United States as such Bank may hereafter designate as its Domestic Lending Office by notice to Guarantors and the Administrative Agent.

     “ EBITDA ” means, for any period: (i) AMB LP’s and AMB’s Income from Operations for such period, including AMB LP’s Share of the Consolidated Subsidiary Income from Operations for each Consolidated Subsidiary, plus (ii) AMB LP’s and AMB’s depreciation and amortization expense and other non-cash items deducted in the calculation of Income from Operations for such period, plus (iii) AMB LP’s and AMB’s Interest Expense deducted in the calculation of Income from Operations for such period, plus (iv) AMB LP’s Share of the Investment Affiliate EBITDA for each Investment Affiliate, plus (v) AMB LP’s Share of the Consolidated Subsidiary EBITDA for each Consolidated Subsidiary, all of the foregoing without duplication.

     “ Effective Date ” means the date this Agreement becomes effective in accordance with Section 10.10 .

     “ Eligible Assignee ” means an Eligible Bank that is: (a) a Bank; (b) an Affiliate of a Bank, so long as the assigning Bank is not released from its obligations hereunder; or (c) any other Person approved by Administrative Agent, such approval not to be unreasonably withheld or delayed.

     “ Eligible Bank ” shall mean a Qualified Institution that satisfies each of the following conditions applicable to such Qualified Institution’s Currency Commitments:

     (a) in the case of a Currency Commitment for Dollar Tranche A, is (i) registered with the Mexican Secretaría de Hacienda y Crédito Público (the “ Ministry of Finance ”) as a bank or financial institution for purposes of paragraph I(a) of Article 195 of the Mexican Ley del Impuesto Sobre la Renta (the “ Income Tax Law ”) under Section I of Book I of the Registro de Bancos, Entidades de Financiamiento, Fondos de Pensiones y Jubilaciones y Fondos de Inversión del Extranjero referred to in Article 197 of the Income Tax Law; (ii) is the real beneficiary of the interest paid; and (iii) is resident for tax purposes in a country with which Mexico has executed a broad treaty for the avoidance of double taxation, as determined by the Ministry of Finance pursuant to general rules under the Income Tax Law;

     (b) in the case of a Currency Commitment for Singapore Dollars, is (i) in possession of a valid license granted under the Banking Act, Chapter 19 of Singapore, authorizing it to conduct banking business in Singapore; and (ii) in respect of which a Borrower shall not be required to deduct Singapore tax from any interest and other income payable by such Borrower to or for the account of such Qualified Institution under this Agreement, which Qualified Institution shall have given to the Singapore Dollars Agent its confirmation in writing to such effect. If the Qualified Institution is not a tax resident of Singapore and Loans are to be made to a Borrower which is a Singapore entity, then, upon the request of AMB LP and to the extent then available, such Qualified Institution shall endeavor to obtain and provide such Borrower a confirmation in writing by the Singapore Comptroller of Income Tax that payments of interest and other income can be made to the Qualified Institution free of any Singapore withholding taxes;

     (c) in the case of a Currency Commitment for Hong Kong Dollars, is an authorized institution as defined in the Banking Ordinance (Chapter 155) of Hong Kong;

     (d) in the case of a Currency Commitment for Canadian Dollars with respect to Canadian Dollar Tranche A, is able to make Canadian Dollar Loans (including Canadian Base Rate Loans) from its Domestic Lending Office;

     (e) in the case of a Currency Commitment for Canadian Dollars with respect to Canadian Dollar Tranche B, is a bank listed on Schedule I or Schedule III of the Bank Act (Canada); or

     (f) in the case of a Currency Commitment for a Supplemental Currency, is able to make Supplemental Tranche Loans in accordance with applicable laws and regulations.

     “ Environmental Affiliate ” means any partnership, joint venture, trust or corporation in which an equity interest is owned directly or indirectly by AMB LP and, as a result of the ownership of such equity interest, AMB LP may have recourse liability for Environmental Claims against such partnership, joint venture, trust or corporation (or the property thereof).

     “ Environmental Claim ” means, with respect to any Person, any notice, claim, demand or similar communication (written or oral) by any other Person alleging potential liability of such Person for investigatory costs, cleanup costs, governmental response costs, natural resources damage, property damages, personal injuries, fines or penalties arising out of, based on or resulting from: (i) the presence, or release into the environment, of any Materials of Environmental Concern at any location, whether or not owned by such Person or (ii) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law, in each case (with respect to both (i) and (ii) above) as to which there is a reasonable possibility of an adverse determination with respect thereto and which, if adversely determined, would have a Material Adverse Effect on AMB LP.

     “ Environmental Laws ” means any and all federal, state, provincial, and local statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, plans, injunctions, permits, concessions, grants, licenses, agreements and other governmental restrictions relating to the environment, the effect of the environment on human health or to emissions, discharges or releases of Materials of Environmental Concern into the environment including, without limitation, ambient air, surface water, ground water, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern or the clean up or other remediation thereof.

     “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute.

     “ ERISA Group ” means AMB LP, any Subsidiary, AMB and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control and all members of an “ affiliated service group ” which, together with AMB LP, any Subsidiary or AMB, are treated as a single employer under Section 414 of the Code or Section  4001(b)(1) of ERISA.

     “ Euro ” and “ € ” means the single currency introduced in the member states of the European Community which adopted the single currency in accordance with the Treaty of Rome of March 25, 1957, as amended, inter alia , by the Single European Act 1986 and the Treaty of European Union of February 7, 1992, establishing the European Union.

     “ Euro Borrower ” means a Borrower listed under the heading “Euro Borrower” on Schedule 6.15

     “ Euro Tranche ” means the aggregate principal amount or face amount of all Loans and Letters of Credit denominated in Euros as committed, loaned or issued, as applicable, to Euro Borrowers.

     “ Euro-Dollar Borrowing ” has the meaning set forth in Section 1.4 .

     “ Euro-Dollar Business Day ” means any Business Day on which banks are open for dealings in Dollar deposits or deposits in the applicable Alternate Currency in the London interbank market and any day on which commercial banks are open for foreign exchange business in (i) London, or (ii) if such reference relates to the date on which any amount is to be paid or made available in an Alternate Currency, the Principal Financial Center in the country of such Alternate Currency.

     “ Euro-Dollar Lending Office ” means, as to each Bank, its office, branch or affiliate located at its address set forth in its Administrative Questionnaire (or identified in its Administrative Questionnaire as its Euro-Dollar Lending Office) or such other office, branch or affiliate of such Bank as it may hereafter designate as its Euro-Dollar Lending Office by notice to AMB LP and the Administrative Agent.

     “ Euro-Dollar Loan ” means a Loan to be made by a Bank as a Euro-Dollar Loan in accordance with the applicable Notice of Borrowing. Euro-Dollar Loans may be denominated in an Alternate Currency or in Dollars.

     “ Euro-Dollar Reference Bank ” means the principal London offices of the Administrative Agent.

     “ Euro-Dollar Reserve Percentage ” means for any day that percentage (expressed as a decimal) which is in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) under Regulation D, as Regulation D may be amended, modified or supplemented, for determining the maximum reserve requirement for a member bank of the Federal Reserve System in New York City with deposits exceeding five billion dollars in respect of " Eurocurrency liabilities ” (or in respect of any other category of liabilities which includes deposits by reference to which the interest rate on Euro-Dollar Loans is determined or any category of extensions of credit or other assets which includes loans by a non-United States office of any Bank to United States residents). The Adjusted Interbank Offered Rate shall be adjusted automatically on and as of the effective date of any change in the Euro-Dollar Reserve Percentage.

     “ Event of Default ” has the meaning set forth in Section 7.1 .

     “ Excess Withholding Taxes ” means any Taxes in respect of a payment made hereunder which are imposed by Mexico in excess of the Minimum Mexican Withholding Tax to the extent such excess Taxes have been imposed as a direct result of: (a) the failure by any Bank to provide the affected Credit Parties upon request, if and when required under applicable law, a certificate specifying that such Bank is the ultimate beneficiary of any interest paid by the affected Credit Parties pursuant to this Agreement, as set forth in the

“ Resolución que Establece Para 2001 Reglas de Carácter General aplicables a los Impuestos y Derechos Federales, excepto a los relacionados con el Comercio Exterior ” (as amended from time to time), or any administrative rule; (b) the failure by any Bank, following a reasonable request of the affected Credit Parties, to complete and file with the appropriate Mexican governmental authority, or to provide to the affected Credit Parties, such forms, certificates, documents, information, applications, declarations or returns prescribed by any law, rule or regulation enacted or issued by Mexico or any political subdivision thereof or taxing authority therein, or a double taxation treaty to which Mexico is a party, that are necessary to avoid or reduce any such taxes, assessments, duties, levies or imposts pursuant to the provisions of any such law, rule or regulation; or (c) the failure by any Bank to maintain registration with the Mexican Ministry of the Treasury and Public Finance ( Secretaria de Hacienda y Crédito Público ) as a foreign financial institution for purposes of paragraph I(a) of Article 195 of the Mexican Income Tax Law ( Ley del Impuesto Sobre la Renta ), under Section I of Book I of the Registro de Bancos, Entidades de Financiamiento, Fondos de Pensiones y Jubilaciones y Fondos de Inversión del Extranjero referred to in Article 197 of the Mexican Income Tax Law or any successor provision thereto; or (d) the redesignation of a Bank’s Applicable Lending Office.

     “ Exchange Rate ” means (i) the rate appearing on the relevant display page (as determined by the Administrative Agent) on the Reuters screen for the sale of the applicable Alternate Currency for Dollars in the London foreign exchange market at approximately 11:00 a.m. (London time) for delivery two (2) Euro-Dollar Business Days later or if not available (ii) the spot selling rate at which the Administrative Agent offers to sell such Alternate Currency for Dollars in the London foreign exchange market at approximately 11:00 a.m. (London time) for delivery two Euro-Dollar Business Days later; provided , however, that if, at the time of any such determination, no such spot rate can reasonably be quoted, the Administrative Agent may use any reasonable method (including obtaining quotes from two (2) or more market makers for the applicable Alternate Currency) as it deems applicable to determine such rate, and such determination shall be conclusive absent manifest error.

     “ Extension Date ” has the meaning set forth in Section 2.8(b) .

     “ Extension Fee ” has the meaning set forth in Section 2.7(d) .

     “ Extension Notice ” has the meaning set forth in Section 2.8(b) .

     “ Facility Amount ” has the meaning set forth in Section 2.1 .

     “ Federal Funds Rate ” means, for any day, the rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided , that: (i) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day; and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate quoted to the Administrative Agent on such day on such transactions as determined by the Administrative Agent.

     “ Federal Reserve Board ” means the Board of Governors of the Federal Reserve System as constituted from time to time.

     “ FFO ” means “ funds from operations ,” defined to mean, without duplication for any period, Income from Operations, plus: (i) AMB LP’s Share of Income from Operations of any Investment Affiliate (plus AMB LP’s Share of real estate depreciation and amortization expenses of Investment Affiliates), plus (ii) real estate depreciation and amortization expense for such period.

     “ Financing Partnerships ” means any Subsidiary which is wholly-owned, directly or indirectly, by AMB LP or by AMB LP and AMB, with AMB holding, directly or indirectly other than through its interest in AMB LP, no more than a 2% economic interest in such Subsidiary.

     “ First Tier JV ” has the meaning set forth in Section 6.14 .

     “ Fiscal Quarter ” means a fiscal quarter of a Fiscal Year.

     “ Fiscal Year ” means the fiscal year of AMB LP and AMB.

     “ Fitch ” means Fitch, Inc., or any successor thereto.

     “ Fixed Charges ” for any Fiscal Quarter period means the sum of: (i) Debt Service for such period; (ii) dividends on preferred units payable by AMB LP for such period; and (iii) distributions made by AMB LP in such period to AMB for the purpose of paying dividends on preferred shares in AMB. If any of the foregoing Indebtedness is subject to an interest rate cap agreement purchased by AMB LP, AMB or a Consolidated Subsidiary, the interest rate shall be assumed to be the lower of the actual interest payable on such Indebtedness or the capped rate of such interest rate cap agreement. In no event shall any dividends payable on AMB’s or any Consolidated Subsidiary’s common stock be included in Fixed Charges.

     “ Fixed Rate Indebtedness ” means all Indebtedness which accrues interest at a fixed rate.

     “ Floating Rate Indebtedness ” means all Indebtedness which is not Fixed Rate Indebtedness and which is not a Contingent Obligation or an Unused Commitment.

     “ FMV Cap Rate ” means seven and three-quarters percent (7.75%).

     “ Foreign Property Interests ” means the Guarantors’ interests, without duplication, in Properties located outside the United States.

     “ Fronting Bank ” shall mean Bank of America, N.A., or such other Bank which has notified the Administrative Agent that it is willing to be a Fronting Bank and which is designated by Borrower in its Notice of Borrowing as the Bank which shall issue a Letter of Credit with respect to such Notice of Borrowing.

     “ Fronting Bank Fee ” has the meaning set forth in Section 2.7(c) .

     “ GAAP ” means generally accepted accounting principles recognized as such in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination.

     “ Governmental Acts ” has the meaning set forth in Section 2.17(g) .

     “ Group of Loans ” means, at any time, a group of Loans consisting of: (i) all Loans which are Base Rate Loans at such time; (ii) all Loans which are Canadian Base Rate Loans of the same Tranche at such time; or (iii) all Euro-Dollar Loans (other than Canadian Base Rate Loans) in the same currency having the same Interest Period at such time; provided , that, if a Loan of any particular Bank is converted to or made as a Base Rate Loan pursuant to Sections 9.2 or 9.5 , such Loan shall be included in the same Group or Groups of Loans from time to time as it would have been in if it had not been so converted or made.

     “ Guaranty ” shall mean the guaranty agreement made by Guarantors in Article III hereof, as it may be amended or restated from time to time.

     “ HIBOR ” shall mean, with respect to any Euro-Dollar Loan or Borrowing denominated in Hong Kong Dollars, the average rate designated “Fixing” at 11:00 a.m. (Hong Kong time), as displayed on the “HIBOR1=R” page of the Reuters screen (rounded upwards if necessary to the next higher 1/16 of 1% if the same is not already such a percentage) (if there is such an average rate displayed) or the arithmetic mean (rounded upwards if necessary to the next higher 1/16 of 1% if the same is not already such a percentage) of the quotations in effect at or about 11:00 a.m. (Hong Kong time), as displayed under the heading “HONG KONG INTERBANK OFFERED RATES (HK DOLLAR)” on the “HIBOR1=R” page of the Reuters screen (or any such successor page/source)(if no such average rate is displayed) on the first day of each Interest Period for Hong Kong Dollar deposits for a period of the same duration as the relevant Interest Period or, if such period is not available, for a period as determined by the Hong Kong Dollars Agent as approximately equal to the duration of such Interest Period and if in the latter case less than two quotations are available, the rate quoted by the Reference Bank to the Hong Kong Dollars Agent at the request of the Hong Kong Dollars Agent as being the rate which was being offered on deposits of Hong Kong Dollars in an amount comparable to the relevant advance on the first day of the relevant Interest Period by prime banks at or about 11:00 a.m. (Hong Kong time) on such day to such Reference Bank in the Hong Kong interbank market for delivery on such day for the number of days comprised in such Interest Period.

     “ Hong Kong ” means the Hong Kong Special Administrative Region of the People’s Republic of China.

     “ Hong Kong Dollars ” and “ HK$ ” means the lawful money of Hong Kong.

     “ Hong Kong Dollars Agent ” means Banc of America Securities Asia Limited (formerly BA Asia Limited), a company registered and existing under the laws of Hong Kong, with its registered office at 2 ^nd Floor, Bank of America Tower, Harcourt Road, Central, Hong Kong, in its capacity as Hong Kong Dollars Agent.

     “ Hong Kong Dollars Borrower ” means a Borrower listed under the heading “Hong Kong Dollars Borrower” on Schedule 6.15

     “ Hong Kong Dollars Tranche ” means the aggregate principal amount of all Loans denominated in Hong Kong Dollars as committed, loaned or issued, as applicable, to Hong Kong Dollars Borrowers.

     “ Income from Operations ” means, for any period, Net Income before the deduction of: (i) Taxes; (ii) minority interests; (iii) gains and losses on asset sales, Debt Restructurings or write-ups or forgiveness of indebtedness; (iv) gains and losses from extraordinary items; (v) payment of preferred dividends, calculated in conformity with GAAP; and (vi) an adjustment to exclude the straight-lining of rents.

     “ Indebtedness ” as applied to any Person (and without duplication), means: (a) all indebtedness, obligations or other liabilities of such Person for borrowed money or for the deferred purchase price of property or services, including all liabilities of such Person evidenced by Securities or other similar instruments; (b) all Contingent Obligations of such Person; (c) all indebtedness obligations or other liabilities of such Person or others secured by a Lien on any asset of such Person, in excess of 2.5% of Total Liabilities in the aggregate, whether or not such indebtedness, obligations or liabilities are assumed by, or are a personal liability of such Person; and (d) all other items which, in accordance with GAAP, would be included as liabilities on the liability side of, or in the footnotes to the balance sheet of such Person, exclusive, however, of all dividends and distributions declared but not yet paid. Notwithstanding the foregoing, whenever the term “ Indebtedness ” is used with respect to AMB LP or AMB without expressly stating that such

Indebtedness is to be determined on a consolidated basis, such “ Indebtedness ” shall only include AMB LP’s Share of any Indebtedness of a Consolidated Subsidiary.

     “ Indemnitee ” has the meaning set forth in Section 10.4(b) .

     “ Indian Rupee ” means, with respect to the Rupee Facility, the lawful money of India.

     “ Interbank Offered Rate ” applicable to any Interest Period means,

     (a) with respect to any Euro-Dollar Loan or Borrowing denominated in Dollars, Pounds Sterling or Euros, the average (rounded upward, if necessary, to the next higher 1/16 of 1%) of the rate per annum at which deposits in Dollars, Pounds Sterling or Euros, as applicable, are offered to the Euro-Dollar Reference Bank in the interbank market at approximately 11:00 a.m. (London time) two Euro-Dollar Business Days before the first day of such Interest Period in an amount approximately equal to the principal amount of the Euro-Dollar Borrowing or Group of Loans or portion thereof to be converted into or continued as Euro-Dollar Loans denominated in Dollars, Pounds Sterling or Euros, as applicable, to which such Interest Period is to apply and for a period of time comparable to such Interest Period;

     (b) with respect to any Euro-Dollar Loan or Borrowing denominated in Hong Kong Dollars, HIBOR;

     (c) with respect to any Euro-Dollar Loan or Borrowing denominated in Singapore Dollars, the Swap Offer Rate; and

     (d) with respect to any Euro-Dollar Loan or Borrowing denominated in Canadian Dollars, Canadian LIBOR, provided , that if Canadian LIBOR cannot be determined for any Interest Period as provided in this Agreement, then each Euro-Dollar Loan or Borrowing in Canadian Dollars (except for any such Loan or Borrowing that has not reached the end of its then-current Interest Period) shall bear interest at CDOR.

     “ Interest Expense ” means, for any period and without duplication, total interest expense, whether paid, accrued or capitalized, determined in accordance with GAAP, with respect to Balance Sheet Indebtedness of AMB LP and AMB, plus AMB LP’s Share of accrued, paid or capitalized interest with respect to any Balance Sheet Indebtedness of Investment Affiliates and Consolidated Subsidiaries (in each case, including, without limitation, the interest component of Capital Leases but excluding interest expense covered by an interest reserve established under a loan facility such as capitalized construction interest provided for in a construction loan).

     “ Interest Period ” means, with respect to each Euro-Dollar Borrowing, the period commencing on the date of such Borrowing specified in the Notice of Borrowing or on the date specified in the applicable Notice of Interest Rate Election and ending 1, 2, 3, 6, or, if available from all the Banks, 12 months thereafter (or a period less than 1 month with the reasonable approval of Administrative Agent, unless any Bank has previously advised Administrative Agent and AMB LP that it is unable to enter into Interbank Offered Rate Contracts for an Interest Period of the same duration) as a Borrower may elect in the applicable Notice of Borrowing or Notice of Interest Rate Election; provided , that:

     (a) any Interest Period which would otherwise end on a day which is not a Euro-Dollar Business Day shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Euro-Dollar Business Day;

     (b) any Interest Period which begins on the last Euro-Dollar Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Euro-Dollar Business Day of a calendar month; and

     (c) no Interest Period may end later than the Maturity Date.

     “ Intermediate Tier Entity ” has the meaning set forth in Section 6.14 .

     “ International FinCo ” has the meaning set forth in Section 6.14 .

     “ Intracompany Indebtedness ” means Indebtedness whose obligor and obligee are AMB LP, AMB or a Consolidated Subsidiary.

     “ IntraLinks ” means the IntraLinks digital workspace or any successor digital workspace or interactive document platform.

     “ Investment Affiliate ” means any Person in whom AMB or AMB LP holds an equity interest, directly or indirectly, whose financial results are not consolidated under GAAP with the financial results of AMB or AMB LP on the consolidated financial statements of AMB and AMB LP.

     “ Investment Affiliate EBITDA ” means, for any period: (i) Income from Operations of an Investment Affiliate for such period, plus (ii) depreciation and amortization expense and other non-cash items deducted in the calculation of Income from Operations of such Investment Affiliate for such period, plus (iii) Interest Expense deducted in the calculation of Income from Operations of such Investment Affiliate for such period, all of the foregoing without duplication.

     “ Investment Grade Rating ” means a rating for a Person’s senior long-term unsecured debt of BBB- or better from S&P or a rating of Baa3 or better from Moody’s. In the event that AMB LP receives Credit Ratings only from S&P and Moody’s, and such Credit Ratings are not equivalent, the higher of such two (2) Credit Ratings shall be used to determine whether an Investment Grade Rating was achieved. In the event that AMB LP receives more than two (2) Credit Ratings, and such Credit Ratings are not all equivalent, the highest Credit Rating shall be used to determine whether an Investment Grade Rating was achieved, provided that said highest credit rating is from S&P or Moody’s; provided, further, that if the highest rating is not from S&P or Moody’s, then the highest Credit Rating from either S&P or Moody’s shall be used to determine whether an Investment Grade Rating was achieved.

     “ Investment Mortgages ” means mortgages securing indebtedness with respect to Real Property Assets directly or indirectly owed to AMB LP or any of its Subsidiaries, including, without limitation, certificates of interest in real estate mortgage investment conduits.

     “ Joint Lenders ” has the meaning set forth in Section 6.14 .

     “ Joint Venture Interests ” means partnership, joint venture, membership or other equity interests issued by any Person which is an Investment Affiliate that is not a Subsidiary, is not consolidated with AMB LP and is not controlled by a Joint Venture Parent.

     “ Joint Venture Parent ” means AMB LP or one or more Financing Partnerships of AMB LP which directly or indirectly owns any interest in a Joint Venture Subsidiary.

     “ Joint Venture Subsidiary ” means any entity (other than a Financing Partnership) in which: (i) a Joint Venture Parent owns at least 50% of the economic interests and (ii) the sale or financing of any Property

owned by such Joint Venture Subsidiary is substantially controlled by a Joint Venture Parent, subject to customary provisions set forth in the organizational documents of such Joint Venture Subsidiary with respect to refinancings or rights of first refusal granted to other members of such Joint Venture Subsidiary. For purposes of the preceding sentence, the sale or financing of a Property owned by a Joint Venture Subsidiary shall be deemed to be substantially controlled by a Joint Venture Parent, if such Joint Venture Parent has the ability to exercise a buy-sell right in the event of a disagreement regarding the sale or financing of such Property.

     “ Junior Creditor ” has the meaning set forth in Section 10. 17(b)(ii) .

     “ JV Non-US Property Owner ” has the meaning set forth in Section 6.14 .

     “ Lender Taxes ” has the meaning set forth in Section 9.4 .

     “ Letter of Credit ” means any stand-by letter of credit (not including a letter of credit the face amount of which increases automatically by its terms) or bank guarantee issued by the Fronting Bank pursuant to Section 2. 2(b) hereof, denominated in Dollars or an Alternate Currency, either as originally issued or as the same may, from time to time, be amended or otherwise modified or extended; and “ Letters of Credit ” means one or more such letters of credit or bank guarantees.

     “ Letter of Credit Collateral ” has the meaning set forth in Section 7.4 .

     “ Letter of Credit Collateral Account ” has the meaning set forth in Section 7.4 .

     “ Letter of Credit Documents ” has the meaning set forth in Section 2.18(a) .

     “ Letter of Credit Fee ” has the meaning set forth in Section 2.7(b) .

     “ Letter of Credit Sublimit ” shall at no time be more than $100,000,000.

     “ Letter of Credit Usage ” means at any time the sum of: (i) the aggregate maximum amount available to be drawn under the Letters of Credit then outstanding, assuming compliance with all requirements for drawing referred to therein; and (ii) the aggregate amount of the Borrowers’ unpaid obligations under this Agreement in respect of the Letters of Credit.

     “ Lien ” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind, or any other type of preferential arrangement, in each case that has the effect of creating a security interest, in respect of such asset. For the purposes of this Agreement, AMB LP or any Consolidated Subsidiary shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

     “ Loan ” means a loan made by a Bank pursuant to Section 2.1 , as well as loans required to be made by a Bank pursuant to Section 2.17 to reimburse a Fronting Bank for a Letter of Credit that has been drawn down, provided, that, if any such loan or loans (or portions thereof) are combined or subdivided pursuant to a Notice of Interest Rate Election, the term “Loan” shall refer to the combined principal amount resulting from such combination or to each of the separate principal amounts resulting from such subdivision, as the case may be; and “Loans” means one or more such loans.

     “ Loan Documents ” means this Agreement, the Notes, the Letters of Credit, the Letter of Credit Documents, any Supplemental Addendum, and the Qualified Borrower Joinder Agreements.

     “ London Business Day ” means any day except a Saturday, Sunday or other day on which banks in London, England are authorized by law to close.

     “ Majority Banks ” means at any time Banks having at least 51% of the aggregate amount of Commitments, or if the Commitments shall have been terminated, holding Notes evidencing at least 51% of the aggregate unpaid principal amount of the Loans.

     “ Material Adverse Effect ” means an effect resulting from any circumstance or event or series of circumstances or events, of whatever nature (but excluding general economic conditions), which does or could reasonably be expected to, materially and adversely: (a) impair the ability of AMB LP, AMB and their Consolidated Subsidiaries, taken as a whole, to perform their respective obligations under the Loan Documents; or (b) impair the ability of the Administrative Agent or the Banks to enforce the Loan Documents.

     “ Materials of Environmental Concern ” means and includes pollutants, contaminants, hazardous wastes, toxic and hazardous substances, asbestos, lead, petroleum and petroleum by-products.

     “ Maturity Date ” shall mean the date when all of the Obligations hereunder shall be due and payable which shall be July 16, 2011, unless otherwise extended in accordance with Section 2.8(b) or accelerated pursuant to the terms hereof.

     “ Maximum Rate ” has the meaning set forth in Section 9.6 .

     “ Mexico ” means the United Mexican States.

     “ Minimum Mexican Withholding Tax ” means the lowest rate applicable to interest payable by Borrowers on a loan granted by a bank, insurance company or other financial institution that is a resident of the United States (within the meaning of the tax treaty between Mexico and the United States), which rate is four point nine percent (4.9%) as of the date of this Agreement.

     “ Moody’s ” means Moody’s Investors Services, Inc. or any successor thereto.

     “ Multiemployer Plan ” means at any time an employee pension benefit plan within the meaning of Section  4001(a)(3) of ERISA to which any member of the ERISA Group is then making or accruing an obligation to make contributions or has at any time after September 25, 1980 made contributions or has been required to make contributions (for these purposes any Person which ceased to be a member of the ERISA Group after September 25, 1980 will be treated as a member of the ERISA Group).

     “ Negative Pledge ” means, with respect to any Property, any covenant, condition, or other restriction entered into by the owner of such Property or directly binding on such Property which prohibits or limits the creation or assumption of any Lien upon such Property to secure any or all of the Obligations; provided, however, that such term shall not include: (a) any covenant, condition or restriction contained in any ground lease from a governmental entity; and (b) financial covenants given for the benefit of any Person that may be violated by the granting of any Lien on any Property to secure any or all of the Obligations.

     “ Net Income ” means, for any period, net income as calculated in conformity with GAAP.

     “ Net Offering Proceeds ” means all cash or other assets received by AMB or AMB LP as a result of the issuance or sale of common shares of beneficial interest, preferred shares of beneficial interest, partnership interests, preferred partnership units, limited liability company interests, Convertible Securities or other

ownership or equity interests in AMB or AMB LP less customary costs and discounts of issuance paid by AMB or AMB LP, as the case may be.

     “ Net Present Value ” shall mean, as to a specified or ascertainable dollar amount, the present value, as of the date of calculation of any such amount using a discount rate equal to the Base Rate in effect as of the date of such calculation.

     “ Net Price ” means, with respect to the purchase of any Property, without duplication: (i) the aggregate purchase price paid as cash consideration for such purchase (without adjustment for prorations), including, without limitation, the principal amount of any note received or other deferred payment to be made in connection with such purchase (except as described in clause (ii) below) and the value of any non-cash consideration delivered in connection with such purchase (including, without limitation, shares or preferred shares of beneficial interest in AMB and OP Units or Preferred OP Units (as defined in AMB LP’s partnership agreement)), plus (ii) reasonable costs of sale and non-recurring taxes paid or payable in connection with such purchase or sale.

     “ Non-Recourse Indebtedness ” means Indebtedness with respect to which recourse for payment is limited to: (i) specific Property or Properties encumbered by a Lien securing such Indebtedness and/or another Person so long as there is no recourse to AMB LP or AMB; or (ii) any Consolidated Subsidiary or Investment Affiliate (provided that if an entity is a partnership, there is no recourse to AMB LP or AMB as a general partner of such partnership); provided, however, that personal recourse of AMB LP or AMB for any such Indebtedness for fraud, misrepresentation, misapplication of cash, waste, environmental claims and liabilities and other circumstances customarily excluded by institutional lenders from exculpation provisions and/or included in separate indemnification agreements in non-recourse financing of real estate shall not, by itself, prevent such Indebtedness from being characterized as Non-Recourse Indebtedness. For purposes of the foregoing and for the avoidance of doubt: (a) if the Indebtedness is partially guaranteed by AMB LP or AMB, then the portion of such Indebtedness that is not so guaranteed shall still be Non-Recourse Indebtedness if it otherwise satisfies the requirements in this definition; and (b) if the liability of AMB LP or AMB under any such guaranty is itself limited to specific Property or Properties, then such Indebtedness shall still be Non-Recourse Indebtedness if such Indebtedness otherwise satisfies the requirements of this definition.

     “ Non-US Property ” has the meaning set forth in Section 6.14 .

     “ Non-US Property Owners ” has the meaning set forth in Section 6.14 .

     “ Notes ” means the promissory notes of the Borrowers substantially in the form of Exhibit A hereto, evidencing the obligation of each such Borrower to repay the Loans, and “Note” means any one of such promissory notes issued hereunder.

     “ Notice of Borrowing ” means a notice from a Borrower in accordance with Section 2.2 .

     “ Notice of Interest Rate Election ” has the meaning set forth in Section 2.5 .

     “ Obligations ” means all obligations, liabilities, indemnity obligations and Indebtedness of every nature of the Borrowers or the Guarantors, from time to time owing to the Administrative Agent or any Bank under or in connection with this Agreement or any other Loan Document.

     “ Other Taxes ” has the meaning set forth in Section 9.4(c) .

     “ Parent ” means, with respect to any Bank, any Person controlling such Bank.

     “ Participant ” has the meaning set forth in Section 10.7(d) .

     “ Payment in Full ” has the meaning set forth in Section 10. 17(b)(iii) .

     “ PBGC ” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

     “ Permitted Holdings ” means Unimproved Assets, interests in Taxable REIT Subsidiaries and Investment Mortgages, but only to the extent permitted in Section 6.8(h) .

     “ Permitted Liens ” means:

     (a) Liens for Taxes, assessments or other governmental charges not yet due and payable or which are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted in accordance with the terms hereof;

     (b) statutory liens of carriers, warehousemen, mechanics, materialmen and other similar liens imposed by law, which are incurred in the ordinary course of business for sums not more than sixty (60) days delinquent or which are being contested in good faith in accordance with the terms hereof;

     (c) deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance and other social security legislation or to secure liabilities to insurance carriers;

     (d) utility deposits and other deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, purchase contracts, construction contracts, governmental contracts, statutory obligations, surety bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

     (e) Liens for purchase money obligations for equipment (or Liens to secure Indebtedness incurred within 90 days after the purchase of any equipment to pay all or a portion of the purchase price thereof or to secure Indebtedness incurred solely for the purpose of financing the acquisition of any such equipment, or extensions, renewals, or replacements of any of the foregoing for the same or lesser amount); provided that: (i) the Indebtedness secured by any such Lien does not exceed the purchase price of such equipment; (ii) any such Lien encumbers only the asset so purchased and the proceeds upon sale, disposition, loss or destruction thereof; and (iii) such Lien, after giving effect to the Indebtedness secured thereby, does not give rise to an Event of Default;

     (f) easements, rights-of-way, zoning restrictions, other similar charges or encumbrances and all other items listed on Schedule B to AMB LP’s owner’s title insurance policies, except in connection with any Indebtedness, for any of AMB LP’s Real Property Assets, so long as the foregoing do not interfere in any material respect with the use or ordinary conduct of the business of AMB LP and do not diminish in any material respect the value of the Property to which it is attached or for which it is listed;

     (g) (i) Liens and judgments which have been or will be bonded (and the Lien on any cash or securities serving as security for such bond) or released of record within thirty (30) days after the date such Lien or judgment is entered or filed against AMB, AMB LP, or any Subsidiary, or (ii) Liens which are being contested in good faith by appropriate proceedings for review and in

respect of which there shall have been secured a subsisting stay of execution pending such appeal or proceedings and as to which the subject asset is not at risk of forfeiture;

     (h) Liens on Property of AMB LP or its Subsidiaries (other than Unencumbered Property) securing Indebtedness which may be incurred or remain outstanding without resulting in an Event of Default hereunder; and

     (i) Liens in favor of AMB LP, AMB or a Consolidated Subsidiary against any asset of any Consolidated Subsidiary or any Investment Affiliate.

     “ Person ” means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization, including, without limitation, a government or political subdivision or an agency or instrumentality thereof.

     “ Plan ” means at any time an employee pension benefit plan (other than a Multiemployer Plan) which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code and either: (i) is maintained, or contributed to, by any member of the ERISA Group for employees of any member of the ERISA Group or (ii) has at any time within the preceding five years been maintained, or contributed to, by any Person which was at such time a member of the ERISA Group for employees of any Person which was at such time a member of the ERISA Group.

     “ Pounds Sterling ” of “ £ ” means the lawful money of the United Kingdom of Great Britain and Northern Ireland.

     “ Pounds Sterling Borrower ” means a Borrower listed under the heading “Pounds Sterling Borrower” on Schedule 6.15

     “ Pounds Sterling Tranche ” means the aggregate principal amount or face amount of all Loans and Letters of Credit denominated in Pounds Sterling as committed, loaned or issued, as applicable, to Pounds Sterling Borrowers.

     “ Preferred Stock Subsidiary ” means a corporation organized with two classes of stock, consisting of one class of voting common shares and one class of non-voting preferred shares, all of whose preferred shares are owned by a Person seeking to be treated as a real estate investment trust under the Code (or an operating partnership of which such Person is general partner) and all of the common shares of which are owned by individuals or entities who are neither owned nor controlled by such Person (but which individuals may be, and which entities may be owned and controlled by, officers, directors or employees of such Person), and to which such Person (or an operating partnership of which such Person is general partner) has contributed at least ninety-five percent (95%) or more of the equity capital raised by such corporation in exchange for the issuance of such corporation’s shares.

     “ Prime Rate ” means the rate of interest publicly announced by the Administrative Agent from time to time as its Prime Rate (it being understood that the same shall not necessarily be the best rate offered by the Administrative Agent to customers).

     “ Principal Financial Center ” means, when used in reference to an Alternate Currency, (a) in the case of Hong Kong Dollars, Hong Kong, (b) in the case of Singapore Dollars, Singapore; (c) in the case of Canadian Dollars, Toronto, Canada, (d) in the case of Pounds Sterling, London, England, and (e) in the case of Euros, Frankfurt am Main, Germany.

     “ Pro Rata Share ” means, with respect to any Bank, a fraction (expressed as a percentage), the numerator of which shall be the amount of such Bank’s Commitment or Currency Commitment in respect of any Tranche or commitment under the Rupee Facility, as applicable, and the denominator of which shall be the aggregate amount of all of the Banks’ Commitments or Currency Commitments in respect of any Tranche or commitment under the Rupee Facility, as applicable, as adjusted from time to time in accordance with the provisions of this Agreement.

     “ Property ” means, with respect to any Person, any real or personal property, building, facility, structure, equipment or unit, or other asset owned by such Person.

     “ Qualified Borrower ” means, at any date, any entity, which entity may be organized in the United States or outside of the United States, of which a Guarantor (or a Person owned and controlled by a Guarantor) (a) is the sole general partner or managing member, or (b) otherwise exercises control over such entity (each, a “ Controlling Requirement ”), the indebtedness of which entity can be guaranteed by such Guarantor pursuant to the terms of its Constituent Documents. With respect to any Qualified Borrower whose Obligations are unconditionally guaranteed by a Guarantor in accordance with the terms of this Agreement, the Controlling Requirements shall be waived at any time with respect to such Qualified Borrower to the extent: (i) a Guarantor guarantee continues with respect to the Obligations of such Qualified Borrower, (ii) such Qualified Borrower has otherwise satisfied the requirements for a Borrower under the Facility set forth in Section 6.15 , (iii) at such time, all principal Obligations of such Qualified Borrower shall have been outstanding for not less than forty (40) days; and (iv) subsequent to such time, no additional Loans or issuances of Letter of Credit may be made to such Qualified Borrower; provided , however , all Obligations of such Qualified Borrower shall be repaid, and borrowing availability to such Qualified Borrower shall be terminated, within twenty (20) days of the date such Qualified Borrower ceased to satisfy at least one of the Controlling Requirements.

     “ Qualified Borrower Joinder Agreements ” means collectively, the one or more Qualified Borrower Joinder Agreements, among Administrative Agent (on behalf of the Banks) and a Qualified Borrower relating to a Qualified Borrower which is to become a Borrower hereunder at any time on or after the date of this Agreement, the form of which is attached hereto as Exhibit B .

     “ Qualified Borrower Joinder Documents ” means, collectively, the Qualified Borrower Joinder Agreements and all documents, instruments and certificates required by such Qualified Borrower Joinder Agreements to be delivered pursuant to the terms thereof.

     “ Qualified Institution ” means a Bank, or one or more banks, finance companies, insurance or other financial institutions which (A) has (or, in the case of a bank which is a subsidiary, such bank’s parent has) a rating of its senior debt obligations of not less than Baa-1 by Moody’s or a comparable rating by a rating agency acceptable to the Administrative Agent, and (B) has total assets in excess of Ten Billion Dollars ($10,000,000,000).

     “ Quotation Day ” means, the day falling two (2) Euro-Dollar Business Days before the first day of an Interest Period.

     “ Rating Agencies ” means, collectively, S&P, Moody’s and Fitch.

     “ Real Property Assets ” means as to any Person as of any time, the real property assets (including, without limitation, interests in participating mortgages in which such Person’s interest therein is characterized as equity according to GAAP) owned directly or indirectly by such Person at such time.

     “ Recourse Debt ” shall mean Indebtedness that is not Non-Recourse Indebtedness.

     “ Reference Bank ” means: (a) in connection with HIBOR, Bank of America, Hong Kong branch, or such other bank(s) as may be appointed from time to time by the Hong Kong Dollars Agent (acting on the instructions of the Majority Banks) and agreed to by the Guarantors (which agreement shall not be unreasonably withheld) for the purpose of this Agreement; (b) in connection with the Swap Offer Rate, Bank of America, Singapore branch, or such other bank(s) as may be appointed from time to time by the Singapore Dollars Agent (acting on the instructions of the Majority Banks) and agreed to by the Guarantors (which agreement shall not be unreasonably withheld) for the purpose of this Agreement; and (c) in connection with CDOR, the Canadian Prime Rate, and the Canadian Base Rate, Bank of America, N.A., acting by its Canada branch, or such other bank(s) as may be appointed from time to time by the Administrative Agent (acting on the instructions of the Majority Banks) and agreed to by the Guarantors (which agreement shall not be unreasonably withheld) for the purpose of this Agreement.

     “ Register ” has the meaning set forth in Section 10.7(c) .

     “ Regulation U ” means Regulation U of the Board of Governors of the Federal Reserve System, as in effect from time to time.

     “ REIT ” means a real estate investment trust, as defined under Section 856 of the Code.

     “ Revised Adjusted EBITDA ” means, for any period, Adjusted EBITDA for such period, less (a) interest income, and (b) a management fee equal to three percent (3%) of consolidated rental revenue from Real Property Assets of the Borrower and its Consolidated Subsidiaries and Investment Affiliates for such period, plus (i) actual general and administrative expenses for such period to the extent deducted in calculating Adjusted EBITDA, and (ii) actual management fees with respect to Real Property Assets of the Borrower and its Consolidated Subsidiaries and Investment Affiliates for such period.

     “ Rupee Facility ” means that certain credit facility entered into by and among the Guarantors, certain Lenders and the borrowers named therein on or after the Closing Date with respect to loans and letters of credit (or bank guaranties) denominated in Indian Rupees, and the Administrative Agent shall be notified in writing by the lenders in such facility (or by the administrative agent for such facility on behalf of all such lenders) upon the effective date of the Rupee Facility with respect to the effectiveness of the Rupee Facility.

     “ Rupee Letter of Credit Usage ” shall mean the amount equal to sum of: (x) the aggregate maximum amount available to be drawn under letters of credit or bank guaranties then outstanding and issued pursuant to the Rupee Facility, assuming compliance with all requirements for drawing referred to therein; and (y) the aggregate amount of the Borrowers’ unpaid obligations under the Rupee Facility in respect of such letters of credit or bank guaranties.

     “ S&P ” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor thereto.

     “ Screen Rate ” means the rate per annum for the relevant period displayed on page ABSIRFIX01 of the Reuters screen (or such other page as may replace that page for the purpose of displaying Singapore inter-bank swap offer rates of leading reference banks, or as the case may be, the arithmetic mean of such rates) or, if that services ceases to be available, on page 50157 of the Telerate screen under the caption “ASSOCIATION OF BANKS IN SINGAPORE SIBOR AND SWAP OFFER RATE FIXING AT 11:00 A.M. SINGAPORE TIME” (or such other page as may replace that page for the purpose of displaying Singapore inter-bank swap offer rates of leading reference banks or, as the case may be, the arithmetic mean of such rates).

     “ Second Tier Funding Loan ” has the meaning set forth in Section 6.14 .

     “ Secured Debt ” means Indebtedness (but excluding Intracompany Indebtedness), the payment of which is secured by a Lien (other than a Permitted Lien, except for those Permitted Liens described in clause (h) of the definition thereof) on any Property owned or leased by AMB or AMB LP, plus AMB LP’s Share of Indebtedness (but excluding Intracompany Indebtedness), the payment of which is secured by a Lien (other than a Permitted Lien, except for those Permitted Liens described in clause (h) of the definition thereof) on any Property owned or leased by any Investment Affiliate or any Consolidated Subsidiary.

     “ Securities ” means any stock, partnership interests, shares, shares of beneficial interest, voting trust certificates, bonds, debentures, notes or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities,” or any certificates of interest, shares, or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire any of the foregoing, but shall not include Joint Venture Interests, any interest in any Subsidiary of AMB or AMB LP, any interest in a Taxable REIT Subsidiary, any Indebtedness which would not be required to be included on the liabilities side of the balance sheet of AMB or AMB LP on a consolidated basis in accordance with GAAP, any Cash or Cash Equivalents or any evidence of the Obligations.

     “ Senior Debt ” has the meaning set forth in Section 10. 17(b)(iv) .

     “ Singapore ” means the Republic of Singapore.

     “ Singapore Dollars ” or “ S$ ” means the lawful money of Singapore.

     “ Singapore Dollars Agent ” means Bank of America, Singapore branch, a national banking association registered and existing under the laws of the United States, acting through its registered office at 9 Raffles Place, Number 18-00 Republic Plaza, Tower 1, Singapore 048619, in its capacity as Singapore Dollars Agent.

     “ Singapore Dollars Borrower ” means a Borrower listed under the heading “Singapore Dollars Borrower” on Schedule 6.15.

     “ Singapore Dollars Tranche ” means the aggregate principal amount of all Loans denominated in Singapore Dollars as committed, loaned or issued, as applicable, to Singapore Dollars Borrowers.

     “ Solvent ” means, with respect to any Person, that the fair saleable value of such Person’s assets exceeds the Indebtedness of such Person.

     “ Subordinated Debt ” has the meaning set forth in Section 10. 17(b)(v) .

     “ Subsidiary ” means any corporation or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by AMB LP or AMB.

     “ Subsidiary Operating Partnership ” shall mean a limited liability company or limited partnership in which the only interest therein not owned (directly or indirectly) by AMB LP and/or AMB shall be preference interests or preference units, respectively.

     “ Substantially Controlled by AMB LP ” means, with respect to any action, that such action is substantially controlled by AMB LP as contemplated under Section 6.14 .

     “ Supplemental Addendum ” has the meaning set forth in Section 2.19 .

     “ Supplemental Borrower ” means a Borrower listed under the heading associated with a Supplemental Tranche on Schedule 6.15.

     “ Supplemental Currency ” has the meaning set forth in Section 2.19 .

     “ Supplemental Tranche ” has the meaning set forth in Section 2.19 .

     “ Supplemental Tranche Effective Date ” has the meaning set forth in Section 2.19 .

     “ Supplemental Tranche Request ” has the meaning set forth in Section 2.19 .

     “ Swap Offer Rate ” means, with respect to any Euro-Dollar Loan or Borrowing denominated in Singapore Dollars:

     (a) the applicable Screen Rate as of 11:00 a.m. (Singapore time) on the Quotation Day for the displaying of the swap rate for a period comparable to the Interest Period for that Loan; or

     (b) (if no Screen Rate is available for the Interest Period of that Loan) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Singapore Dollars Agent at its request quoted by the Reference Bank to leading banks in the Singapore interbank market, to be in relation for the Interest Period for that Loan equal to Y (rounded upwards to four decimal places) calculated in accordance with the following formula: