Exhibit 10.3
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment") is made as of July 10, 2003, by and among AMB PROPERTY, L.P., a
Delaware limited partnership (the "Borrower"), the BANKS listed on the signature
pages hereof, JPMORGAN CHASE BANK, as Administrative Agent, BANK OF AMERICA,
N.A., as Syndication Agent, and BANK ONE, N.A., COMMERZBANK, A.G., NEW YORK
AND GRAND CAYMAN BRANCHES, and WACHOVIA BANK, as Documentation Agent
W I T N E S S E T H:
WHEREAS, the Borrower and the Banks have entered into the ended and
Restated Credit Agreement, as of December 11, 2002 (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. Alternate Currency Commitment. The reference in the
definitions of "Alternate Currency Commitment" and "Alternate Currency Sublimit"
to "$150,000,000" is hereby deleted and "$250,000,000" substituted therefore. In
addition, each Bank's Alternate Currency Commitment shall be as set forth under
the
name of such Bank on the signature pages hereof, rather than on the signature
pages to the Credit Agreement.
3. Dollar Currency Commitment. The reference in the
definitions of "Dollar Commitment" and "Dollar Sublimit" to "$350,000,000" is
hereby deleted and "$250,000,000" substituted therefore. In addition, each
Bank's Dollar Commitment shall be as set forth under the name of such Bank on
the signature pages hereof, rather than on the signature pages to the Credit
Agreement.
4. Effective Date. This Amendment shall become effective upon
receipt by the Administrative Agent of counterparts hereof signed by the
Borrower and the Banks (the date of such receipt being deemed the "Effective
Date").
5. Representations and Warranties. Borrower hereby represents
and warrants that as of the Effective Date, all the representations and
warranties set forth in the Credit Agreement, as amended hereby (other than
representations and warranties that expressly speak as of a different date), are
true and complete in all material respects.
6. Entire Agreement. This Amendment constitutes the entire and
final agreement among the parties hereto with respect to the subject matter
hereof and there are no other agreements, understandings, undertakings,
representations or warranties among the parties hereto with respect to the
subject matter hereof except as set forth herein.
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7. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the law of the State of New York.
8. Counterparts. This Amendment may be executed in any number
of counterparts, all of which taken together shall constitute one and the same
agreement, and any of the parties hereto may execute this Amendment by signing
any such counterpart.
9. Headings, Etc. Section or other headings contained in this
Amendment are for reference purposes only and shall not in any way affect the
meaning or interpretation of this Amendment.
10. No Further Modifications. Except as modified herein, all
of the terms and conditions of the Credit Agreement, as modified hereby shall
remain in full force and effect and, as modified hereby, the Borrower confirms
and ratifies all of the terms, covenants and conditions of the Credit Agreement
in all respects.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized officers as of the
day and year first above written.
AMB PROPERTY, L.P., a Delaware limited partnership
By: AMB PROPERTY CORPORATION, a Maryland
corporation and its sole general partner
By: /s/ Gayle P. Starr
--------------------------------------
Name: Gayle P. Starr
Title: SVP
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JPMORGAN CHASE BANK, as Administrative
Agent and a Bank
By: /s/ Susan M. Tate
---------------------------------------------
Name: SUSAN M. TATE
Title: VICE PRESIDENT
Dollar Commitment: $6,700,000
Alternate Currency Commitment: $33,300,000
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J.P. MORGAN EUROPE LIMITED,
as Administrative Agent
By: /s/ N. Hall /s/ S. Gillies
------------------ ------------------------
Name: N. Hall S. Gillies
Title Associate Associate
By:
---------------------------------------------
Name:
Title:
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BANK OF AMERICA, N.A.,
as Syndication Agent and as a Bank
By: /s/ Frank H. Stumpf
---------------------------------------------
Name: Frank H. Stumpf
Title: Principal
Dollar Commitment: $6,700,000
Alternate Currency Commitment: $33,300,000
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J.P. MORGAN SECURITIES, INC.
as Joint Lead Arranger and Joint Bookrunner
By: /s/ James M. Reilly
----------------------------------------------
Name: James M. Reilly
Title: Vice President
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BANC OF AMERICA SECURITIES LLC,
as Joint Lead Arranger and Joint Bookrunner
By: /s/ Robert N. Allen
----------------------------------------------
Name: Robert N. Allen
Title: Principal
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BANK ONE, NA,
as Documentation Agent and as a Bank
By: /s/ Timothy J. Carew
----------------------------------------------
Name: Timothy J. Carew
Title: Director, Capital Markets
Dollar Commitment: $9,000,000
Alternate Currency Commitment: $31,000,000
10
COMMERZBANK AG, NEW YORK AND GRAND
CAYMAN BRANCHES,
as Documentation Agent and as a Bank
By: /s/ E. Marcus Perry /s/ David Buettner
---------------------------- ------------------------
Name: E. Marcus Perry David Buettner
Title: Assistant Vice President Assistant Vice President
Dollar Commitment: $9,000,000
Alternate Currency Commitment: $31,000,000
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WACHOVIA BANK, N.A.
as Documentation Agent and as a Bank
By: /s/ Cynthia A. Bean
----------------------------------------------
Name: Cynthia A. Bean
Title: Vice President
Dollar Commitment: $9,000,000
Alternate Currency Commitment: $31,000,000
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PNC BANK, NATIONAL ASSOCIATION,
as Managing Agent and as a Bank
By: /s/ Paul Jamiolkowski
----------------------------------------------
Name: Paul Jamiolkowski
Title: Vice President
Dollar Commitment: $18,000,000
Alternate Currency Commitment: $18,000,000
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THE BANK OF NOVA SCOTIA, ACTING THROUGH
ITS SAN FRANCISCO AGENCY,
as Managing Agent and as a Bank
By: /s/ Kate Pigott
----------------------------------------------
Name: Kate Pigott
Title: Director
Dollar Commitment: $18,000,000
Alternate Currency Commitment: $18,000,000
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WELLS FARGO BANK, N.A.,
as Managing Agent and as a Bank
By: /s/ Diana Giacomini
----------------------------------------------
Name: Diana Giacomini
Title: Vice President
Dollar Commitment: $36,000,000
Alternate Currency Commitment: $0
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KEYBANK NATIONAL ASSOCIATION,
as Co-Agent and as a Bank
By: /s/ Lowell Dwyer
----------------------------------------------
Name: Lowell Dwyer
Title: VP
Dollar Commitment: $32,000,000
Alternate Currency Commitment: $0
16
SOUTHTRUST BANK,
as a Bank
By: /s/ Ann Peck
----------------------------------------------
Name: Ann Peck
Title: Assistant Vice President
Dollar Commitment: $30,000,000
Alternate Currency Commitment: $0
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UNION BANK OF CALIFORNIA, N.A.,
as a Bank
By: /s/ David B. Murphy
----------------------------------------------
Name: David B. Murphy
Title: Senior Vice President
Dollar Commitment: $25,000,000
Alternate Currency Commitment: $0
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ING CAPITAL LLC,
as a Bank
By: /s/ David A. Mazujian
----------------------------------------------
Name: David A. Mazujian
Title: Managing Director and Group Head
Dollar Commitment: $10,000,000
Alternate Currency Commitment: $10,000,000
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THE NORTHERN TRUST COMPANY,
as a Bank
By: /s/ Anne Hafer
----------------------------------------------
Name: Anne Hafer
Title: SVP
Dollar Commitment: $10,000,000
Alternate Currency Commitment: $10,000,000
20
SOCIETE GENERALE,
as a Bank
By: /s/ Scott Gosslee
----------------------------------------------
Name: Scott Gosslee
Title: Director
Dollar Commitment: $0
Alternate Currency Commitment: $20,000,000
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ALLIED IRISH BANKS PLC,
as a Bank
By: /s/ Anthony O'Reilly
----------------------------------------------
Name: Anthony O'Reilly
Title: Vice President
By: /s/ Hilary Patterson
----------------------------------------------
Name: Hilary Patterson
Title: Vice President
Dollar Commitment: $10,600,000
Alternate Currency Commitment: $4,400,000
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SUMITOMO MITSUI BANKING CORPORATION,
as a Bank
By: /s/ David A. Buck
----------------------------------------------
Name: David A. Buck
Title: Senior Vice President
Dollar Commitment: $10,000,000
Alternate Currency Commitment: $10,000,000
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CHANG HWA COMMERCIAL BANK, LTD.,
LOS ANGELES BRANCH
as a Bank
By: /s/ Jim Chen
----------------------------------------------
Name: Jim Chen
Title: VP & General Manager
Dollar Commitment: $10,000,000
Alternate Currency Commitment: $0
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