AMENDMENT NO. 2 TO REVOLVING
CREDIT AGREEMENT
THIS
AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT (this “
Amendment ”) is made as of December 8, 2005, by
and among AMB JAPAN FINANCE Y.K., as Initial Borrower (the “
Initial Borrower” ), each Qualified Borrower listed on
the signature pages hereto (each of the Initial Borrower and each
Qualified Borrower, collectively, “ Borrower” ),
AMB PROPERTY, L.P., as Guarantor (“ AMB LP” ),
AMB PROPERTY CORPORATION, as Guarantor (“ AMB
Corporation” and together with AMB LP, the “
Guarantors” ), the Banks listed on the signature pages
hereto, SUMITOMO MITSUI BANKING CORPORATION, as Administrative
Agent and Sole Lead Arranger and Bookmanager.
WHEREAS,
each of Borrower, the Guarantors and the Banks are party to that
certain Revolving Credit Agreement, dated as of June 29, 2004,
as amended by that certain Amendment No. 1 to Revolving Credit
Agreement, dated as of June 9, 2005 (as the same may be
further amended, modified, extended or restated from time to time,
the “ Credit Agreement” ); and
WHEREAS,
the parties desire to modify the Credit Agreement upon the terms
and conditions set forth herein.
NOW
THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties do hereby
agree as follows:
1.
Definitions. All capitalized terms not otherwise defined
herein shall have the meanings ascribed to them in the Credit
Agreement.
2.
Amendments to Credit Agreement. The Credit Agreement is
hereby amended as follows:
(a)
Amendments to Defined Terms. Section 1.1 of the Credit
Agreement is hereby amended as follows:
(i) The
defined term “Commitment” is hereby deleted and the
following substituted therefor:
“Commitment”
means, with respect to each Bank, the amount set forth under the
name of such Bank on the signature pages hereof as its
commitment
pursuant to
this Agreement with respect to any Loans (and, for each Bank which
is an Assignee, the amount set forth in the Transfer Supplement
entered into pursuant to Section 9.6(c) as the
Assignee’s Commitment), as such amount may be reduced from
time to time pursuant to Section 2.11 or in connection with an
assignment to an Assignee and increased from time to time pursuant
to Section 2.1(b) or in connection with an assignment from an
Assignor. As of the Closing Date, the aggregate Commitment is
Twenty-Four Billion Yen (JPY24,000,000,000).”
(ii) The
defined term “Facility Amount” is hereby deleted and
the following substituted therefor:
“Facility
Amount” means, at any particular time, the aggregate
Commitment at such time.
(iii) The
following terms are hereby inserted into Section 1 of the
Credit Agreement, in the appropriate alphabetical order:
“Bank
Commitment Increase Agreement” means each Bank Commitment
Increase Agreement, by and among Borrower, the Guarantors, the
Administrative Agent (on behalf of the Banks) and the applicable
Bank which has agreed to increase its Commitment pursuant to the
terms of Section 2.1 (b), the form of which is attached hereto
as Exhibit J.
“New
Bank Joinder Agreement” means each New Bank Joinder
Agreement, by and among Borrower, the Guarantors, the
Administrative Agent (on behalf of the Banks) and the applicable
Qualified Institution which is to become a Bank hereunder at any
time after the date of this Agreement pursuant to the terms of
Section 2.1(b), the form of which is attached hereto as
Exhibit K.
(b)
Commitments to Lend . Section 2.1 of the Credit
Agreement is hereby deleted and the following substituted
therefore:
(a)
Commitment to Lend . Each Bank severally agrees, on the
terms and conditions set forth in this Agreement, (a) to make
Loans to each Borrower and participate in Letters of Credit issued
by the Fronting Bank on behalf of each Borrower pursuant to this
Article from time to time during the term hereof in amounts such
that the aggregate principal amount of Committed Loans by such Bank
at any one time outstanding together with such Bank’s pro
rata share of the Letter of Credit Usage at such time shall not
exceed the amount of its Commitment. Each Borrowing outstanding
under this Section 2.1 (a) shall be in an aggregate
principal amount of JPY300,000,000 or an integral multiples of
JPY1,000,000 in excess thereof (except that any such Borrowing may
be in the aggregate amount available in accordance with
Section 3.2(b), or in any amount required to reimburse the
Fronting Bank for any drawing under any Letter of Credit) and shall
be made from the several Banks ratably in proportion to their
respective Commitments. In no event shall the aggregate amount
outstanding at any time, plus the
outstanding
amount of the Letter of Credit Usage, exceed the Facility Amount.
Subject to the limitations set forth herein, any amounts repaid may
be reborrowed.
(b)
Optional Increase in Commitments . Unless a Default or an
Event of Default has occurred and is continuing, Borrower, by
written notice to the Administrative Agent, shall have the right
to, and hereby does, request an increase of up to Eleven Billion
Yen (JPY 11,000,000,000), and shall have the right to request an
additional increase of up to Five Billion Yen (JPY 5,000,000,000)
such that the aggregate Commitment after all such increases shall
not exceed Forty Billion Yen (JPY 40,000,000,000); provided
that for any such request (i) any Bank which is a party to
this Agreement prior to such request for increase, at its sole
discretion, may elect to increase its Commitment but shall not have
any obligation to so increase its Commitment, and (ii) in the
event that any Bank which is a party to this Agreement prior to
such request for increase does not elect to increase its
Commitment, t
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