EXHIBIT 1.1
AMB PROPERTY, L.P.
MEDIUM-TERM NOTES
TERMS AGREEMENT
January 14, 2002
AMB Property, L.P.
Pier 1, Bay 1
San Francisco, California 94111
Attention: General Counsel
Re: Distribution Agreement dated August 15, 2000 (the "Distribution
Agreement") between AMB Property, L.P. and Morgan Stanley & Co.
Incorporated and the other Agents named therein
We agree to purchase your fixed rate Medium-Term Notes (the "Notes") having
the following terms:
Principal Amount: $20,000,000 Settlement Date: January 17, 2002
Specified Currency: United States Dollars
Maturity Date: January 17, 2007
Form: Book Entry Trade Date: January 14, 2002
Interest Payment Dates: January 17 and Agent's Commission or Discount: .50%
July 17, commencing July 17, 2002 ($100,000)
Redemption and Repayment: Not subject Net Proceeds to Issuer: 99.415%
to redemption or repayment prior ($19,883,000)
to maturity
Price to Public: 99.915% of principal Authorized Denomination: $1,000 and
amount integral multiples thereof
Interest Rate: 5.90% Regular Record Dates: January 2 and
July 2, commencing July 2, 2002
Other/Additional Terms: The notes will
initially be limited to $20,000,000 in
aggregate principal amount. AMB
Property, L.P. may, without the consent
of existing noteholders, create and
issue additional notes with the same
terms as the notes issued hereunder so
that the additional notes will be
consolidated and form a single series
with this initial issuance of notes.
With respect to this issuance only, for all purposes with respect to the
Notes and the Guarantees and the purchase and issuance thereof, we shall be
deemed to be a party to and an Agent under the Distribution Agreement, as
reflected on the letter attached as Schedule I hereto, and shall, without
limitation of the foregoing, be entitled to the benefit of the representations,
warranties, covenants and agreements of AMB Property, L.P. and AMB Property
Corporation contained therein. The provisions of Sections 1, 2(b), 2(c), 3
through 6, and 9 through 13 of the Distribution Agreement and the related
definitions are incorporated by reference herein and shall be deemed to have the
same force and effect as if set forth in full herein.
This Terms Agreement may be terminated at any time by any party upon the
giving of written notice of such termination to the other parties herein, but
without prejudice to any rights, obligations or liabilities of any party hereto
accrued or incurred prior to such termination. The termination of the
Distribution Agreement shall not require termination of this Terms Agreement,
and the termination of this Terms Agreement shall not require termination of the
Distribution Agreement. This Agreement is also subject to termination on the
terms incorporated by reference herein. If this Agreement is terminated, the
provisions of Sections 3(h), 6, 9, 10 and 13 of the Distribution Agreement shall
survive for the purposes of this Agreement.
On the Settlement Date, the following information, opinions, certificates,
letters and documents referred to in Section 4 of the Distribution Agreement
shall be delivered to Lehman Brothers Inc. ("Lehman"): (i) reliance letter of
Latham & Watkins permitting Lehman to rely upon the opinion of Latham & Watkins,
dated December 19, 2000, addressed to the Agents therein, (ii) reliance letter
of Tamra D. Browne, General Counsel to AMB Property, L.P., permitting Lehman to
rely upon the opinion of Tamra D. Browne, dated December 19, 2000, addressed to
the Agents therein, and (iii) certificate on behalf of the AMB Property
Corporation referred to in Section 4(c). In addition, a certificate of the
Secretary of AMB Property, L.P. and AMB Property Corporation shall be delivered
to Lehman.
LEHMAN BROTHERS INC.
By: /s/ Martin Goldberg
----------------------------
Name: Martin Goldberg
Title: Senior Vice President
ACCEPTED AND AGREED
AMB PROPERTY, L.P.
By: AMB Property Corporation,
its General Partner
By: /s/ Michael A. Coke
-------------------------------
Name: Michael A. Coke
Title: Executive Vice President
AMB PROPERTY CORPORATION
By: /s/ Michael A. Coke
-------------------------------
Name: Michael A. Coke
Title: Executive Vice President
Schedule I
January 14, 2002
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, N.Y. 10036
and
the other Agents listed on
Exhibit A hereto
Re: Addition of Lehman Brothers Inc. as Agent under Distribution Agreement
Dear Sirs:
We hereby notify you that we have added Lehman Brothers Inc. ("Lehman") as
an Agent under the Distribution Agreement dated August 15, 2000 between the
Agents set forth on Schedule II thereto, AMB Property, L.P. and AMB Property
Corporation (the "Distribution Agreement") with respect to the sale (the "Sale")
of $20,000,000 principal amount of medium-term notes to Lehman as principal.
Lehman has been added as an Agent only with respect to the Sale. This notice
shall constitute a supplement to the Distribution Agreement.
By signing below, the undersigned Agents under the Distribution Agreement
hereby waive the notice specified in Section 11 of the Distribution Agreement
with respect to such addition of Lehman as an Agent as set forth above.
AMB PROPERTY, L.P.
By: AMB Property Corporation,
its General Partner
By:
--------------------------------
Name:
Title:
AMB PROPERTY CORPORATION
By:
--------------------------------
Name:
Title:
Accepted and Acknowledged:
Morgan Stanley & Co. Incorporated
By:
--------------------------------
Name:
Its:
Banc of America Securities LLC
By:
--------------------------------
Name:
Its:
Banc One Capital Markets, Inc.
By:
--------------------------------
Name:
Its:
Merrill Lynch, Pierce, Fenner & Smith Incorporated
By:
--------------------------------
Name:
Its:
J.P. Morgan Securities Inc. (as successor by merger of
J.P. Morgan Securities Inc. and Chase Securities Inc.)
By:
--------------------------------
Name:
Its:
Salomon Smith Barney Inc.
By:
--------------------------------
Name:
Its:
Exhibit A
Banc of America Securities LLC
101 North Tryon Street
7th Floor
Charlotte, N.C. 28255
Banc One Capital Markets, Inc.
1 Bank One Plaza
Chicago, IL. 60670
Merrill Lynch, Pierce, Fenner & Smith Incorporated
World Financial Center
North Tower
250 Vesey Street
New York, N.Y. 10281
J.P. Morgan Securities Inc.
270 Park Avenue
New York, N.Y. 10017
Salomon Smith Barney Inc.
388 Greenwich Street
32nd Floor
New York, N.Y. 10013