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FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

Revolving Credit Agreement

FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT | Document Parties: AMB JAPAN FINANCE Y.K | AMB PROPERTY CORPORATION | AMB PROPERTY, L.P. | SUMITOMO MITSUI BANKING CORPORATION You are currently viewing:
This Revolving Credit Agreement involves

AMB JAPAN FINANCE Y.K | AMB PROPERTY CORPORATION | AMB PROPERTY, L.P. | SUMITOMO MITSUI BANKING CORPORATION

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Title: FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
Governing Law: New York     Date: 11/9/2007
Industry: Real Estate Operations     Sector: Services

FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT, Parties: amb japan finance y.k , amb property corporation , amb property  l.p. , sumitomo mitsui banking corporation
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Exhibit 10.4
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
     THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “ First Amendment ”) is made as of Oct 23, 2007, 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 Alternate Currency Banks (as hereinafter defined), SUMITOMO MITSUI BANKING CORPORATION, as Administrative Agent.
W I T N E S S E T H :
     WHEREAS, each of Borrower, the Guarantors and the Banks (as in the Credit Agreement) are party to that certain Amended and Restated Revolving Credit Agreement, dated as of June 23, 2006 (as the same may be 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.  Amendment to Defined Terms . (a) Section 1.1 of the Credit Agreement is hereby amended by adding the following new defined terms in the appropriate alphabetical order:
          “ Alternate Currency Advances ” means the RMB Advances.
          “ Alternate Currency Bank ” means any Bank that is a party to the RMB Credit Agreement.
          “ Alternate Currency Borrower ” means any RMB Borrower.
          “ Alternate Currency Borrower Default ” means any RMB Borrower Default.
          “ Alternate Currency Borrower Event of Default ” means any RMB Borrower Event of Default.
          “ Alternate Currency Collateral ” means RMB Collateral.

 


 
     “ Alternate Currency Commitment ” means the RMB Commitment.
     “ Alternate Currency Commitment Proportion ” means the RMB Commitment Proportion.
     “ Alternate Currency Event of Default ” means an RMB Event of Default.
     “ Alternate Currency Facility ” means the credit facility contemplated by the RMB Loan Documents.
     “ Alternate Currency Letters of Credit ” means RMB Letters of Credit.
     “ Alternate Currency Letters of Credit Usage ” means the RMB Letter of Credit Usage.
     “ Alternate Currency Loan Documents ” means RMB Loan Documents.
     “ Immediate Alternate Currency Event of Default ” means any RMB Event of Default described in Clause 11.1(v), (vi) or (vii).
     “ Initial RMB Borrower ” means Wealth Zipper (Shanghai) Property Development Co., Ltd.
     “ Majority Alternate Currency Banks ” means the Majority RMB Lenders.
     “ Majority RMB Lenders ” has the meaning set forth in the RMB Loan Agreement.
     “ Reallocation Borrowing ” has the meaning set forth in Section 4(d) of the First Amendment.
     “ RMB Advances ” has the meaning set forth in the RMB Credit Agreement.
     “ RMB Borrower ” has the meaning set forth in the RMB Credit Agreement.
     “ RMB Borrower Default ” has the meaning set forth in the RMB Credit Agreement.
     “ RMB Borrower Event of Default ” has the meaning set forth in the RMB Credit Agreement.

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     “ RMB Collateral ” has the meaning set forth in the RMB Credit Agreement.
     “ RMB Commitment ” has the meaning set forth in the RMB Credit Agreement.
     “ RMB Commitment Proportion ” has the meaning set forth in the RMB Credit Agreement.
     “ RMB Credit Agreement ” means that certain RMB Revolving Credit Agreement, dated as of the date hereof, between the RMB Borrower, the RMB Lenders and the RMB Administrative Agent, which agreement is attached hereto as Exhibit A , as the same may be modified, amended, supplemented or replaced from time to time.
     “ RMB Event of Default ” has the meaning set forth in the RMB Credit Agreement.
     “ RMB Lenders ” has the meaning set forth in the RMB Credit Agreement.
     “ RMB Letters of Credit ” has the meaning set forth in the RMB Credit Agreement.
     “ RMB Letters of Credit Usage ” has the meaning set forth in the RMB Credit Agreement.
     “ RMB Loan Documents ” has the meaning set forth in the RMB Credit Agreement.
   (b) Section 1.1 of the Credit Agreement is hereby amended by deleting the existing definitions and replacing the same with the following definitions:
     “ Credit Party ” means any of Borrower, a Guarantor or an Alternate Currency Borrower, and “Credit Parties” shall mean Borrower, Guarantors and Alternate Currency Borrower, collectively.
     “ Default ” means any Guarantor Default, Borrower Default or any Alternate Currency Borrower Default.
     “ Event of Default ” means any Guarantor Event of Default, Borrower Event of Default or Alternate Currency Borrower Event of Default.
     “ 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

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significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination, provided that, with respect to any RMB Borrower, “GAAP” shall mean the International Financial Reporting Standards issued by the International Accounting Standards Board.
          “ Loan Documents ” means this Agreement, the Notes, the Guaranty, the Qualified Borrower Joinder Agreement, the Ratifications, the Letter(s) of Credit, the Letter of Credit Documents, the Security Documents and the Alternate Currency Loan Documents.
          3. RMB Credit Facility . As contemplated by Section 9.5(c) of the Credit Agreement, the Initial RMB Borrower and the RMB Lenders have entered into the RMB Credit Agreement pursuant to which the RMB Borrower will have the right, at its option, to make borrowings (including RMB Letters of Credit), and the RMB Lenders will fund such borrowings, denominated in Chinese Renminbi in amounts of up to 500,000,000 Chinese Renminbi, which borrowings shall be made in accordance with the procedures set forth therein and the proceeds of which shall be used in accordance with the terms thereof.
4. Alternate Currency Borrowings .
          (a) Notwithstanding anything to the contrary contained in the Loan Documents and/or the Alternate Currency Loan Documents, in no event shall the aggregate amount of outstanding Loans at any time plus the outstanding amount of the Letter of Credit Usage plus the Yen equivalent amount of outstanding Alternate Currency Advances plus the Yen equivalent of the outstanding amount of the Alternate Currency Letters of Credit Usage, exceed the Facility Amount, and the Credit Parties shall not request, and the Banks shall not make, any Loan (or make any Letters of Credit available) or Alternate Currency Advance (or make any Alternate Currency Letters of Credit available) if, after giving effect to the making of such Loan, Letters of Credit, Alternate Currency Advance or Alternate Currency Letters of Credit, the aggregate amount of all outstanding Loans and Letters of Credit Usage and the Yen equivalent amount of all outstanding Alternate Currency Advances and Alternate Currency Letters of Credit Usage would exceed the Facility Amount.
          (b) Notwithstanding anything to the contrary contained in the Loan Documents and/or the Alternate Currency Loan Documents, in no event shall any Alternate Currency Bank be required to fund any Loans (or participate in any Letters of Credit) or any Alternate Currency Advances (or participate in any Alternate Currency Letters of Credit) if, after giving effect to the same, the Alternate Currency Bank’s share of outstanding Loans (including its Pro Rata Share of any Letters of Credit Usage) plus the Alternate Currency Bank’s share of the Yen equivalent amount of outstanding Alternate Currency Advances and outstanding Alternate Currency Letters of Credit Usage exceeds its Commitment.
          (c) Notwithstanding anything to the contrary contained in Article II of the Credit Agreement, to the extent that, as a result of its outstanding Alternate Currency

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Advances or participations in Alternate Currency Letters of Credit, any Alternate Currency Bank cannot fund its full Pro Rata Share of any Borrowing (or purchase a participation in any Letter of Credit up to its full Pro Rate Share), such Alternate Currency Bank shall fund a share of such Borrowing (or purchase a participation in such Letter of Credit) up to the amount of its then available Commitment, if any, and, in such event, each of the remaining Banks whose Commitments have not yet been reached shall fund the remaining amount of such Borrowing (or purchase additional participations in the remaining amount of such Letter of Credit) on a pro rata basis only among such remaining Banks.
          (d) Notwithstanding anything to the contrary contained in Article II of the Credit Agreement, to the extent that, as a result of its outstanding Committed Loans and participations in Letters of Credit, any Alternate Currency Bank (the “ Participating Banks ”) cannot fund its full Alternate Currency Commitment Proportion of any Alternate Currency Advance (or purchase a participation in any Alternate Currency Letter of Credit up to its full Alternate Currency Commitment Proportion) under the Alternate Currency Loan Documents, then, at Guarantor’s opti

 
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