SERIES B MEDIUM-TERM
NOTES
AMB PROPERTY,
L.P.
Pier 1, Bay 1
San Francisco, California 94556
Attention:
General Counsel
Re: Distribution
Agreement dated May 7, 2002 (the “ Distribution
Agreement”)
We agree to
purchase your Series B Medium-Term Notes having the following
terms:
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Settlement
Date and Time
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(Original
Issue Date): November 21, 2005
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Maturity
Date: December 1,
2010
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Principal
Amount: $175,000,000
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Trade
Date: November 14,
2005
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Specified
Currency: United States
Dollars
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Agent’s Commission or Discount:
0.500% ($875,000)
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Exchange
Rate Agent: Not
Applicable
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Net Proceeds
to Issuer: 99.407%
($173,962,250)
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Interest
Payment Dates: June 1 and
December 1, commencing June 1, 2006
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Authorized
Denomination: $1,000 or
integral
multiples thereof
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Redemption: Not applicable; provided, however, that
the Note may be prepaid at the option of the Operating Partnership
prior to maturity as set forth below under “Other/Additional
Provisions.”
Redemption Commencement Date:
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Regular
Record Dates: May 17
and November 16, commencing May 17, 2006
Repayment: Not applicable
Optional Repayment Date(s):
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Initial Redemption
Percentage:
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Repayment
Price:
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Annual Redemption Percentage
Reduction:
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Discount
Note: Not applicable
Issue Price:
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Optional
Prepayment by Operating Partnership: The notes will be subject to prepayment at the
option of the Operating Partnership, at any time in whole or from
time to time in part, upon not less than 30 and not more than
60 days’ notice mailed to each holder of notes to be
prepaid at the holder’s address appearing in the note
register, at a price equal to the greater of:
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100% of the principal amount of the
notes to be prepaid; and
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•
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the
sum of the present values of the remaining scheduled payments of
principal and interest (at the rate in effect on the date of
calculation of the prepayment price) on the notes to be prepaid
(exclusive of interest
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accrued to the date of prepayment)
discounted to the date of prepayment on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the
applicable Treasury Yield plus 15 basis points; in each case, plus
accrued and unpaid interest to the date of prepayment.
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Notes
called for prepayment will become due on the date fixed for
prepayment. Notices of prepayment will be mailed by first-class
mail at least 30 but not more than 60 days before the date fixed
for prepayment to each noteholder at its registered address. The
notice will state the principal amount to be prepaid. On and after
the date fixed for prepayment, interest will cease to accrue on any
prepaid notes. If less than all the notes are prepaid at any time,
the trustee will select the notes to be prepaid on a pro rata basis
or by any other method the trustee deems fair and
appropriate.
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“Comparable
Treasury Issue” means the United States Treasury security
selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the notes that would be
utilized, at the time of selection and in accordance with customary
financial practice in pricing new issues of corporate debt
securities of comparable maturity to the remaining terms of the
notes.
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“Comparable
Treasury Price” means, with respect to any date fixed for the
prepayment of notes, (a) the bid price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount)
at 4:00 P.M. on the third business day preceding such date, as set
forth on “Telerate Page 500” (or such other page as may
replace Telerate Page 500) or (b) if such page (or any
successor page) is not displayed or does not contain such bid
prices at such time, (i) the average of the Reference Treasury
Dealer Quotations obtained by the trustee for such date,
after
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