Amendment
No. 1 To Revolving Credit
Agreement
This Amendment No. 1
To Revolving Credit
Agreement (this “Amendment”) is made as
of June 9, 2005, by and among AMB Amagasaki TMK, a Japanese
tokutei mokuteki kaisha, AMB Narita 1-1 TMK, a Japanese
tokutei mokuteki kaisha, AMB Narita 2 TMK, a Japanese
tokutei mokuteki kaisha, AMB Japan Finance Y.K., a Japanese
yugen kaisha (collectively, the
“Borrowers”), AMB Property, L.P., a Delaware
limited partnership (“AMB LP”), AMB Property Corporation, a Maryland
corporation (“AMB Corporation”, and together
with AMB LP, the “Guarantors”), the Banks listed
on the signature pages hereof, Sumitomo Mitsui Banking
Corporation, as Administrative Agent, Sole Lead Arranger and
Bookmanager, Mizuho
Corporate Bank, Ltd.,
as Syndication Agent, Shinsei Bank, and UFJ
Bank, as
Documentation Agents, International Commercial Bank of
China, and Bank of
China Limited, as Senior Managing Agents, and The Bank of Nova Scotia, and
Oversea-Chinese Banking
Corporation, as Managing Agents.
Whereas, the Borrowers, the
Guarantors and the Banks have entered into that certain Revolving
Credit Agreement, dated as of June 29, 2004 (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. FMV
Cap Rate . The definition of “FMV Cap Rate” is
hereby deleted and the following substituted therefor:
‘“FMV Cap Rate’ means eight percent
(8%).”
3.
Non-Recourse Indebtedness . The definition of
“Non-Recourse Indebtedness” is hereby deleted and the
following substituted therefor:
“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 Corporation, 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
Corporation as a general partner of such partnership); provided,
however, that personal recourse of AMB LP or AMB Corporation 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 Corporation, 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 Corporation 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.
4.
Foreign Property Limit . The reference in
Section 5.8(i) to “twenty percent (20%)” is hereby
deleted and “thirty-five percent (35%)” substituted
therefor.
5.
Development Activities . The reference in
Section 5.8(k) to “fifteen percent (15%)” is
hereby deleted and “twenty percent (20%)” substituted
therefor.
6.
Amendments and Waivers . Section 9.5(b) is hereby
deleted and the following substituted therefor:
Notwithstanding
the foregoing, in the event that the Guarantors or the Existing
Credit Agreement Agent propose to modify, waive or restate, or
request a consent or approval with respect to, the financial
covenants, reporting requirements or non-monetary Events of Default
(and related definitions) of the Existing Credit Agreement in
writing (which may include a written waiver of an existing actual
or potential Default or Event of Default that is intended to be
eliminated by such modification, restatement or waiver)
(individually, a “ Covenant Modification ”),
simultaneously with the written submission of such proposal or
request to the Existing Credit Agreement bank group (such proposal
or reque
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