EXHIBIT 4.1
(FACE OF NOTE)
AMB PROPERTY L.P.
MEDIUM-TERM NOTE, SERIES B
REGISTERED (FLOATING RATE) REGISTERED
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE OPERATING
PARTNERSHIP (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
NOTE NO: FLR - B-1 CUSIP NO.: 00163XAJ9 PRINCIPAL AMOUNT: $50,000,000
_____________________________ ______________________________ _________________________
ORIGINAL ISSUE DATE: November 21, 2003 REGISTERED HOLDER: Cede & Co. SPECIFIED CURRENCY: U.S. Dollars
________________________ ______________________ _______________________
MATURITY DATE: November 21, 2006 FORM: [X] Book-Entry PRINCIPAL FINANCIAL CENTER:
________________________________ _______________
[ ] Certificated (if the Specified Currency is other than
TRADE DATE: November 18, 2003 U.S. Dollars or Euro)
_________________________________
CALCULATION AGENT: AGENT'S DISCOUNT OR COMMISSION: .350% AUTHORIZED DENOMINATION: $1,000
__________________________ _______ ___________________
(if other than U.S. Bank N.A., as successor (if other than $1,000 or integral
to State Street Bank and Trust Company of NET PROCEEDS TO ISSUER: $49,825,000 multiples thereof)
California, N.A.) _________________
EXCHANGE RATE AGENT: INITIAL INTEREST RATE: 1.57% per annum INTEREST PAYMENT DATES: Third Wednesday of
________________________ _______ March, June,
(if other than U.S. Bank N.A., as successor September and
to State Street Bank and Trust Company of December,
California, N.A.) commencing
December 17, 2003
___________________
REGULAR RECORD DATES: Fifteenth calendar
day immediately
preceding the
related Interest
Payment Date
____________________
Price to Public: 100%
INTEREST RATE BASIS: INDEX MATURITY: INTEREST RESET FREQUENCY:
[ ] CD Rate [ ] Daily [ ] 5 Year [ ] Daily [ ] Monthly
[ ] Commercial Paper Rate [ ] 1 Month [ ] 7 Year [ ] Weekly [X] Quarterly
[ ] CMT Rate (Telerate Page 7052 unless [X] 3 Months [ ] 10 Year [ ] Semi-annually during the months of:
otherwise designated below) [ ] 6 Months [ ] 20 Year _________________ and ________________
[ ] Designated CMT Telerate Page: ______ [ ] 1 Year [ ] 30 Year [ ] Annually during the month of _________
[ ] Designated CMT Maturity Index: _____ [ ] 2 Year [ ] Other
(if other than two years) [ ] 3 Year
[ ] EURIBOR SPREAD: MAXIMUM INTEREST RATE: None %
[ ] Federal Funds Rate [X] + ___________________
[X] LIBOR [ ] - 40 Basis Points MINIMUM INTEREST RATE: None %
Designated LIBOR Page: _______________ ___________________
[ ]LIBOR Reuters Page: and /or SPREAD MULTIPLIER: None INITIAL INTEREST RESET DATE: The first
______________ ______________ Interest
[X]LIBOR Telerate Page: 3750 Reset Date
_____________ following the
Index Currency: U.S. Dollars Original
___________________ Issue Date
[ ] Prime Rate will be March
[ ] Treasury Rate 17, 2004.
[ ] Other (see attached) ______________
INTEREST RESET DATE(S): Third Wednesday
of March, June,
September and
December
___________________
INTEREST DETERMINATION DATE(S): 2 business
days prior
to the
Interest
Reset Date
___________
REDEMPTION: REPAYMENT: INTEREST CATEGORY:
[X] The Note cannot be redeemed prior to [X] The Note cannot be repaid prior to [X] Regular Floating Rate Note
maturity maturity [ ] Floating Rate/Fixed Rate Note
[ ] The Note may be redeemed at the option of [ ] The Note may be repaid prior to [ ] Fixed Rate Commencement Date:_____
the Operating Partnership prior to maturity at the option of the [ ] Fixed Interest Rate:_____________%
maturity Holder of the Note [ ] Inverse Floating Rate Note
Redemption Commencement Date:___________ Optional Repayment Date(s):_________ [ ] Fixed Interest Rate:_____________%
Initial Redemption Percentage:__________% Repayment Price:___________________%
Annual Redemption Percentage Reduction:_%
DISCOUNT NOTES: [ ]Yes [X]No ADDENDUM ATTACHED: [ ]Yes [X]No OTHER/ADDITIONAL PROVISIONS:Not applicable
Issue Price:________________________________
Total Amount of OID:________________________
Yield to Maturity:__________________________
Initial Accrual Period:_____________________
AMB PROPERTY, L.P., a Delaware limited partnership (hereinafter called
the "Operating Partnership", which term includes any successor under the
Indenture referred to below), for value received, hereby promises to pay to the
Registered Holder specified on the face hereof or registered assigns ("Holder"),
upon presentation and surrender of this Note, on the Maturity Date specified on
the face hereof (except to the extent repaid or redeemed prior to the Maturity
Date) the Principal Amount specified on the face hereof in the Specified
Currency specified on the face hereof, and to pay interest thereon at the
Initial Interest Rate per annum specified on the face hereof until the Initial
Interest Reset Date specified on the face hereof and, thereafter, at the rate
determined in accordance with the provisions on the reverse hereof, depending on
the Interest Rate Basis specified on the face hereof, until the principal hereof
is paid or duly made available for payment.
The Operating Partnership will pay interest (other than defaulted
interest) on each Interest Payment Date, (as defined below) commencing with the
first Interest Payment Date next succeeding the Original Issue Date specified on
the face hereof, to the person who is the Holder of this Note on the applicable
Regular Record Date (as defined below); provided that if the Original Issue Date
occurs between a Regular Record Date and an Interest Payment Date, the Operating
Partnership will make the first payment of interest on the Interest Payment Date
following the next Regular Record Date to the registered owner on that Regular
Record Date. Unless otherwise specified on the face hereof, the "Regular Record
Date" with respect to this Note shall be the fifteenth calendar day immediately
preceding the related Interest Payment Date or Dates, whether or not such date
shall be a Business Day (as defined below).
The Operating Partnership will pay interest due on the Maturity Date,
Redemption Date (as defined on the reverse hereof) or Repayment Date (as defined
on the reverse hereof), as applicable, to the same person to whom it is paying
the principal amount; provided that if the Operating Partnership would have made
a regular interest payment on the Maturity Date, Redemption Date or Repayment
Date, as the case may be, it will make that regular interest payment to the
Holder as of the applicable Regular Record Date, even if it is not the same
person to whom it is paying the principal amount.
Any such interest not so punctually paid or duly provided for
("Defaulted Interest") will forthwith cease to be payable to the Holder on any
Regular Record Date, and shall be paid, at the election of the Operating
Partnership, to either (i) to the Holder at the close of business on a special
record date (the "Special Record Date") for the payment of such Defaulted
Interest to be fixed by the Trustee (as defined on the reverse hereof), notice
whereof shall be given to the Holder of this Note by the Trustee not less than
10 calendar days prior to such Special Record Date or (ii) at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which this Note may be listed, and upon such notice as may be
required by such exchange, all as more fully provided for in the Indenture.
Unless specified on the face hereof, payments of interest on this Note
with respect to any Interest Payment Date, Maturity Date, Redemption Date or
Repayment Date, as applicable, will include interest accrued from and including
each immediately preceding Interest Payment Date (or from and including the
Original Date of Issue if no interest has been paid or duly provided for), to,
but excluding, the Interest Payment Date, Maturity Date, Redemption Date or
Repayment Date, as the case may be. However, in case the interest rate on this
Note is reset daily or weekly, unless otherwise specified on the face hereof,
the interest payments will include interest accrued only from, but excluding,
the Regular Record Date through which interest has been paid (or from and
including the Original Issue Date, if no interest has been paid with respect to
this Note) through and including the Regular Record Date next preceding the
applicable Interest Payment Date, except that the interest payment on the
Maturity Date, Redemption Date or Repayment Date, as applicable, will include
interest accrued to, but excluding, the Maturity Date, Redemption Date or
Repayment Date, as the case may be.
Payment of principal (and premium, if any) and interest on, this Note
on any day, if the Holder of this Note is DTC (or its nominee or other
depository, a "Depository"), will be made in accordance with any
1
applicable provisions of such written agreement between the Operating
Partnership, the Trustee and the Depository (or its nominee) as may be in effect
from time to time. Otherwise payment of principal (and premium, if any) and
interest on, this Note on any day shall be payable and this Note may be
surrendered for the registration of transfer or exchange at the Office of the
Trustee, at 100 Wall Street, Suite 1600, New York, New York 10005, unless the
Holder of this Note is notified otherwise; provided, however, that at the option
of the Operating Partnership, interest may be paid by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Operating Partnership's Security Register or by wire transfer, if proper wire
instructions are on file with the Trustee or are received at presentment, to an
account maintained by the payee located in the United States. Unless the Holder
of this Note is notified otherwise, the place where notices or demands to or
upon the Operating Partnership in respect of this Note and the Indenture may be
served shall be the Corporate Trust Office of the Trustee at 100 Wall Street,
Suite 1600, New York, New York 10005.
To receive payment of a U.S. dollar denominated Note upon redemption
(if applicable) or at maturity, a Holder must make presentation and surrender of
such Note on or before the Redemption Date or Maturity Date, as applicable. To
receive payment of a Note denominated in a Foreign Currency (as defined on the
reverse hereof) or composite currency upon redemption or at maturity, a Holder
must make presentation and surrender of such Note not less than two Business
Days prior to the Redemption Date or Maturity Date, as applicable. Upon
presentation and surrender of a Note denominated in a Foreign Currency or
composite currency at any time after the date two Business Days prior to the
Redemption Date or Maturity Date, as applicable, the Operating Partnership will
pay the principal amount (and premium, if any) of such Note, and any interest
due upon redemption or at maturity (unless the Redemption Date or Maturity Date
is an Interest Payment Date), two Business Days after such presentation and
surrender.
For procedures relating to the receipt of payment upon repayment, if
applicable, see the reverse hereof.
The Calculation Agent (which shall be U.S. Bank N.A., as successor to
State Street Bank and Trust Company of California, N.A. unless otherwise
specified on the face hereof, and which may be changed by the Operating
Partnership from time to time) will generally determine the Initial Interest
Rate as if the Original Issue Date of the Note were an Interest Reset Date. The
Interest Reset Dates and Interest Payment Dates, each specified on the face
hereof, are determined by the frequency with which the interest rate resents
(the "Interest Reset Frequency"). Interest will be payable, in the case of Notes
which reset daily, weekly or monthly, on the third Wednesday of each month or on
the third Wednesday of each March, June, September and December of each year, as
specified on the face hereof; in the case of Notes which reset quarterly, on the
third Wednesday of March, June, September and December of each year; in the case
of Notes which reset semi-annually, on the third Wednesday of the two months of
each year specified on the face hereof; and in the case of Notes which reset
annually, on the third Wednesday of the month specified on the face hereof (each
an "Interest Payment Date"), and in each case, on the Maturity Date.
The Calculation Agent will compute the interest for each day in the
applicable interest period by dividing the interest rate applicable to each such
day by (i) 360 in the case of CD Rate Notes, Commercial Paper Rate Notes,
EURIBOR Notes, Federal Funds Rate Notes, LIBOR Notes or Prime Rate Notes, or
(ii) by the actual number of days in the year in the case of CMT Rate Notes or
Treasury Rate Notes. The interest factor for Notes for which the interest rate
is calculated with reference to two or more Interest Rate Bases (as described
below) will be calculated in each period in the same manner as if only the
lowest of the applicable Interest Rates Bases applied.
Except as specified on the face hereof, the Interest Reset Frequency on
this Note will be daily, weekly, monthly, quarterly, semi-annually or annually,
as specified on the face hereof. Except as specified on the face hereof, if this
Note resets daily, the Interest Reset Date will be each Business Day; if this
Note resets weekly, the Interest Reset Date will be the Wednesday of each week
(with the exception of weekly
2
reset Treasury Rate Notes, which reset Tuesday of each week except as provided
below); if this Note resets monthly, the Interest Reset Date will be the third
Wednesday of each month; if this Note resets quarterly, the Interest Reset Date
will be the third Wednesday of each March, June, September and December of each
year; if this Note resets semi-annually, the Interest Reset Date will be the
third Wednesday of each of the two months of each year specified on the face
hereof; and if this Note resets annually, the Interest Reset Date will be the
third Wednesday of the month of each year as specified on the face hereof.
The interest rate in effect on each day that is not an Interest Reset
Date will be the interest rate determined as of the Interest Determination Date
(as specified on the face hereof) pertaining to the immediately preceding
Interest Reset Date and the interest rate in effect on any day that is an
Interest Reset Date will be the interest rate determined as of the Interest
Determination Date pertaining to such Interest Reset Date; provided, however,
that the interest rate in effect for the period, if any, from the Original Issue
Date to the Initial Interest Reset Date will be the Initial Interest Rate;
provided, further, that if this Note is a Floating Rate/Fixed Rate Note the
interest rate in effect for the period commencing on the Fixed Rate Commencement
Date specified on the face hereof to the Maturity Date shall be the Fixed
Interest Rate specified on the face hereof or, if no interest rate is specified,
the interest rate in effect on the day immediately preceding the Fixed Rate
Commencement Date.
If any Interest Reset Date would otherwise be a day that is not a
Business Day, the Interest Reset Date shall be postponed to the next succeeding
day that is a Business Day, except that in the case of a LIBOR Note or a Note
for which LIBOR is an applicable Interest Rate Basis and such Business Day falls
in the next succeeding calendar month, such Interest Reset Date will be the
immediately preceding Business Day. In addition, if the Treasury Rate is an
applicable Interest Rate Basis and an auction falls on the day that would be an
Interest Reset Date, then the Interest Reset Date will be postponed to the first
Business Day after the auction.
If an Interest Payment Date (other than the Maturity Date, Redemption
Date or Repayment Date) for this Note falls on a day that is not a Business Day,
the Interest Payment Date will be postponed to the next Business Day. However,
if the postponement would cause the Interest Payment Date for a LIBOR-based or a
EURIBOR-based Note to be in the next calendar month, the Interest Payment Date
will be moved to the immediately preceding Business Day. If the Maturity Date or
Redemption Date or Repayment Date, if any, for a Note falls on a day that is not
a Business Day, principal and interest will be paid on the next Business Day;
provided that interest on the payment will not accrue for the period from the
original Interest Payment Date, Maturity Date or Redemption Date or Repayment
Date, as the case may be, to the date of such payment on the next Business Day.
"Business Day" as used herein means any day, other than a Saturday or
Sunday, (a) that is neither a legal holiday nor a day on which banking
institutions are authorized or required by law or regulation to close (x) in The
City of New York or (y) for notes denominated in a specified currency other than
U.S. dollars, Australian dollars or euro, in the principal financial center of
the country of the specified currency or (z) for notes denominated in Australian
dollars, in Sydney, and (b) for notes denominated in euro, that is also a day on
which the Trans-European Automated Real-time Gross Settlement Express Transfer
System, which is commonly referred to as "TARGET," is operating.
The Calculation Agent shall calculate the interest rate on this Note on
or before each Calculation Date (as defined below) and, upon request, provide
the Holder of this Note the interest rate (the "Floating Interest Rate") then in
effect and, if different, the Floating Interest Rate which will become effective
as a result of a determination made for the next Interest Reset Date with
respect to this Note. The Calculation Agent's determination of any Floating
Interest Rate will be final and binding in the absence of manifest error. Unless
otherwise specified on the face hereof or in an Addendum hereto, the
"Calculation Date", where applicable, pertaining to any Interest Determination
Date will be the earlier of (a) the tenth calendar day after such Determination
Date, or if any such day is not a Business Day, the next succeeding Business
3
Day, or (b) the Business Day immediately preceding the applicable Interest
Payment Date or Maturity Date, as the case may be.
Interest on this Note will be calculated by reference to the Interest
Rate Basis or Bases, specified on the face hereof, (a) plus or minus the Spread,
if any, specified on the face hereof, and/or (b) multiplied by the Spread
Multiplier, if any, specified on the face hereof. The Interest Rate Basis may be
one or more of: (1) the CD Rate, (2) the CMT Rate, (3) the Commercial Paper
Rate, (4) EURIBOR, (5) the Federal Funds Rate, (6) LIBOR, (7) the Treasury Rate,
(8) the Prime Rate or (9) such other Interest Rate Basis or interest rate
formula as is specified on the face hereof. The "Index Maturity" is the period
to maturity of the instrument or obligation with respect to which the related
Interest Rate Basis or Bases are calculated. Except as otherwise provided
herein, all percentages resulting from any interest rate calculation will be
rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of a percentage point rounded upwards (e.g.,
9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)), and all
U.S. dollar amounts used in or resulting from such calculation with be rounded
to the nearest cent or, in the case of a foreign currency or composite currency,
to the nearest unit (with one-half cent being rounded upward).
Notwithstanding the other provisions herein, the Floating Interest Rate
hereon which may accrue during any interest period shall not be greater than the
Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any,
each as set forth on the face hereof, and, in addition, the Floating Interest
Rate shall in no event be higher than the maximum rate permitted by New York
law, as the same may be modified by United States law of general application.
The interest rate borne by this Note will be determined as follows:
(i) Unless the Interest Category of this Note is
specified on the face hereof as a "Floating Rate/Fixed Rate Note" or an
"Inverse Floating Rate Note", this Note shall be designated as a
"Regular Floating Rate Note" and, except as set forth below or on the
face hereof, shall bear interest at the rate determined by reference to
the applicable Interest Rate Basis or Bases (a) plus or minus the
Spread, if any, and/or (b) multiplied by the Spread Multiplier, if any,
in each case as specified on the face hereof. Commencing on the Initial
Interest Reset Date, the rate at which interest on this Note shall be
payable shall be reset as of each Interest Rate Date specified on the
face hereof; provided, however, that the interest rate in effect for
the period, if any, from the Original Issue Date to the Initial
Interest Reset Date shall be the Initial Interest Rate.
(ii) If the Interest Category of this Note is specified on
the face hereof as a "Floating Rate/Fixed Rate Note", then, except as
set forth below or on the face hereof, this Note shall bear interest at
the rate determined by reference to the applicable Interest Rate Basis
or Bases (a) plus or minus the Spread, if any, and/or (b) multiplied by
the Spread Multiplier, if any. Commencing on the Initial Interest Reset
Date, the rate at which interest on this Note shall be payable shall be
reset as of each Interest Reset Date; provided, however, that (y) the
interest rate in effect for the period, if any, from the Original Issue
Date to the Initial Interest Reset Date shall be the Initial Interest
Rate and (z) the interest rate in effect for the period commencing on
the Fixed Rate Commencement Date specified on the face hereof to the
Maturity Date shall be the Fixed Interest Rate specified on the face
hereof or, if no such Fixed Interest Rate is specified, the interest
rate in effect hereon on the day immediately preceding the Fixed Rate
Commencement Date.
(iii) If the Interest Category of this Note is specified on
the face hereof as an "Inverse Floating Rate Note", then, except as set
forth below or on the face hereof, this Note shall bear interest at the
Fixed Interest Rate minus the rate determined by reference to the
applicable Interest Rate Basis or Bases (a) plus or minus the Spread,
if any, and/or (b) multiplied by the Spread Multiplier, if any;
provided, however, that, unless otherwise specified on the face hereof,
the interest
4
rate hereon shall not be less than zero. Commencing on the Initial
Reset Date, the rate at which interest on this Note shall be payable
shall be reset as of each Interest Reset Date; provided, however, that
the interest rate in effect for the period, if any, from the Original
Issue Date to the Initial Interest Reset Date shall be the Initial
Interest Rate.
Determination of CD Rate.
"CD rate" means, for any Interest Determination Date, the rate on that
date for negotiable certificates of deposit having the Index Maturity specified
on the face hereof as published by the Board of Governors of the Federal Reserve
System in "Statistical Release H.15(519), Selected Interest Rates," or any
successor publication of the Board of Governors of the Federal Reserve System
("H.15(519)") under the heading "CDs (Secondary Market)."
The following procedures will be followed if the CD rate cannot be
determined as described above:
- If the above rate is not published in H.15(519) by 9:00 a.m.,
New York City time, on the Calculation Date, the CD rate will
be the rate on that Interest Determination Date set forth in
the daily update of H.15(519), available through the world
wide website of the Board of Governors of the Federal Reserve
System at http://www.bog.frb.fed.us/releases/h15/update, or
any successor site or publication, which is commonly referred
to as the "H.15 Daily Update," for the Interest Determination
Date for certificates of deposit having the Index Maturity
specified on the face hereof, under the caption "CDs
(Secondary Market)."
- If the above rate is not yet published in either H.15(519) or
the H.15 Daily Update by 3:00 p.m., New York City time, on the
Calculation Date, the Calculation Agent will determine the CD
rate to be the arithmetic mean of the secondary market offered
rates as of 10:00 a.m., New York City time, on that Interest
Determination Date of three leading nonbank dealers in
negotiable U.S. dollar certificates of deposit in The City of
New York selected by the Calculation Agent, after consultation
with the Operating Partnership, for negotiable certificates of
deposit of major United States money center banks of the
highest credit standing in the market for negotiable
certificates of deposit with a remaining maturity closest to
the Index Maturity specified on the face hereof in an amount
that is representative for a single transaction in that market
at that time.
- If the dealers selected by the Calculation Agent are not
quoting as set forth above, the CD rate will remain the CD
rate for the immediately preceding Interest Reset Period, or,
if there was no Interest Reset Period, the rate of interest
payable will be the Initial Interest Rate.
Determination of CMT Rate.
The "CMT rate" means, for any Interest Determination Date, the rate
displayed on the Designated CMT Telerate Page, as defined below, under the
caption "... Treasury Constant Maturities ... Federal Reserve Board Release
H.15... Mondays Approximately 3:45 p.m.," under the column for the Designated
CMT Maturity Index, as defined below, for:
(1) the rate on that Interest Determination Date, if the
Designated CMT Telerate Page is 7051; and
(2) the week or the month, as applicable, ended immediately
preceding the week in which the related Interest Determination Date
occurs, if the Designated CMT Telerate Page is 7052.
The following procedures will be followed if the CMT rate cannot be
determined as described above:
- If that rate is no longer displayed on the relevant page, or
if not displayed by 3:00 p.m., New York City time, on the
related Calculation Date, then the CMT rate will be the
Treasury Constant Maturity rate for the Designated CMT
Maturity Index as published in the relevant H.15(519).
5
- If the rate described in the immediately preceding sentence is
no longer published, or if not published by 3:00 p.m., New
York City time, on the related Calculation Date, then the CMT
rate will be the Treasury Constant Maturity rate for the
Designated CMT Maturity Index or other United States Treasury
rate for the Designated CMT Maturity Index on the Interest
Determination Date as may then be published by either the
Board of Governors of the Federal Reserve System or the United
States Department of the Treasury that the Calculation Agent
determines to be comparable to the rate formerly displayed on
the Designated CMT Telerate Page and published in the relevant
H.15(519).
- If the information described in the immediately preceding
sentence is not provided by 3:00 p.m., New York City time, on
the related Calculation Date, then the Calculation Agent will
determine the CMT rate to be a yield to maturity, based on the
arithmetic mean of the secondary market closing offer side
prices as of approximately 3:30 p.m., New York City time, on
the Interest Determination Date, reported, according to their
written records, by three leading primary United States
government securities dealers, which is referred to as a
"reference dealer," in The City of New York, which may include
an agent or other affiliates of ours, selected by the
Calculation Agent as described in the following sentence. The
Calculation Agent will select five reference dealers, after
consultation with the Operating Partnership, and will
eliminate the highest quotation or, in the event of equality,
one of the highest, and the lowest quotation or, in the event
of equality, one of the lowest, for the most recently issued
direct noncallable fixed rate obligations of the United
States, which are commonly referred to as "Treasury notes,"
with an original maturity of approximately the Designated CMT
Maturity Index and a remaining term to maturity of not less
than that Designated CMT Maturity Index minus one year. If two
Treasury notes with an original maturity as described above
have remaining terms to maturity equally close to the
Designated CMT Maturity Index, the quotes for the Treasury
note with the shorter remaining term to maturity will be used.
- If the Calculation Agent cannot obtain three Treasury notes
quotations as described in the immediately preceding sentence,
the Calculation Agent will determine the CMT rate to be a
yield to maturity based on the arithmetic mean of the
secondary market offer side prices as of approximately 3:30
p.m., New York City time, on the Interest Determination Date
of three reference dealers in The City of New York, selected
using the same method described in the immediately preceding
sentence, for Treasury notes with an original maturity equal
to the number of years closest to but not less than the
Designated CMT Maturity Index and a remaining term to maturity
closest to the Designated CMT Maturity Index and in an amount
of at least $100,000,000.
- If three or four (and not five) of the reference dealers are
quoting as described above, then the CMT rate will be based on
the arithmetic mean of the offer prices obtained and neither
the highest nor the lowest of those quotes will be eliminated.
- If fewer than three reference dealers selected by the
Calculation Agent are quoting as described above, the CMT rate
will be the CMT rate for the immediately preceding Interest
Reset Period, or, if there was no Interest Reset Period, the
rate of interest payable will be the Initial Interest Rate.
"Designated CMT Telerate Page" means the display on Bridge Telerate,
Inc., or any successor service, on the page designated on the face hereof or any
other page as may replace that page on that service for the purpose of
displaying Treasury Constant Maturities as reported in H.15(519). If no page is
specified on the face hereof, the Designated CMT Telerate Page will be 7052, or
its successor, for the most recent week.
"Designated CMT Maturity Index" means the original period to maturity
of the U.S. Treasury securities, which is either one, two, three, five, seven,
ten, 20 or 30 years, specified on the face hereof for which the CMT rate will be
calculated. If no maturity is specified on the face hereof, the Designated CMT
Maturity Index will be two years.
Determination of Commercial Paper Rate.
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The "commercial paper rate" means, for any Interest Determination Date,
the money market yield, calculated as described below, of the rate on that date
for commercial paper having the Index Maturity specified on the face hereof, as
that rate is published in H.15(519), under the heading "Commercial Paper --
Nonfinancial."
The following procedures will be followed if the commercial paper rate
cannot be determined as described above:
- If the above rate is not published by 9:00 a.m., New York City
time, on the Calculation Date, then the commercial paper rate
will be the money market yield of the rate on that Interest
Determination Date for commercial paper of the Index Maturity
specified on the face hereof as published in the H.15 Daily
Update under the heading "Commercial Paper -- Nonfinancial."
- If by 3:00 p.m., New York City time, on that Calculation Date
the rate is not yet published in either H.15(519) or the H.15
Daily Update, then the Calculation Agent will determine the
commercial paper rate to be the money market yield of the
arithmetic mean of the offered rates as of 11:00 a.m., New
York City time, on that Interest Determination Date of three
leading dealers of commercial paper in The City of New York
selected by the Calculation Agent, after consultation with the
Operating Partnership, for commercial paper of the Index
Maturity specified on the face hereof, placed for an
industrial issuer whose bond rating is "AA," or the
equivalent, from a nationally recognized statistical rating
agency.
- If the dealers selected by the Calculation Agent are not
quoting as mentioned above, the commercial paper rate for that
Interest Determination Date will remain the commercial paper
rate for the immediately preceding Interest Reset Period, or,
if there was no Interest Reset Period, the rate of interest
payable will be the Initial Interest Rate.
The "money market yield" will be a yield calculated in accordance with
the following formula and expressed as a percentage:
D x 360
Money Market Yield = ----------- x 100
360-(D x M)
where "D" refers to the applicable per year rate for commercial paper quoted on
a bank discount basis and expressed as a decimal and "M" refers to the actual
number of days in the interest period for which interest is being calculated.
EURIBOR Notes
"EURIBOR" means, for any Interest Determination Date, the rate for
deposits in euros as sponsored, calculated and published jointly by the European
Banking Federation and ACI - The Financial Market Association, or any company
established by the joint sponsors for purposes of compiling and publishing those
rates, for the Index Maturity specified on the face hereof as that rate appears
on the display on Bridge Telerate, Inc., or any successor service, on page 248
or any other page as may replace page 248 on that service, which is commonly
referred to as "Telerate Page 248," as of 11:00 a.m. (Brussels time).
The following procedures will be followed if the rate cannot be
determined as described above:
- If the above rate does not appear, the Calculation Agent will
request the principal Euro-zone office of each of four major
banks in the Euro-zone interbank market, as selected by the
Calculation Agent, after consultation with the Operating
Partnership, to provide the Calculation Agent with its offered
rate for deposits in euros, at approximately 11:00 a.m.
(Brussels time) on the interest determination date, to prime
banks in the Euro-zone interbank market for the Index Maturity
specified on the face hereof on the applicable Interest Reset
Date, and in a principal amount not less than the equivalent
of U.S.$1 million in
7
euro that is representative of a single transaction in euro,
in that market at that time. If at least two quotations are
provided, EURIBOR will be the arithmetic mean of those
quotations.
- If fewer than two quotations are provided, EURIBOR will be the
arithmetic mean of the rates quoted by four major banks in the
Euro-zone, as selected by the Calculation Agent, after
consultation with the Operating Partnership, at approximately
11:00 a.m. (Brussels time), on the applicable Interest Reset
Date for loans in euro to leading European banks for a period
of time equivalent to the Index Maturity specified on the face
hereof commencing on that Interest Reset Date in a principal
amount not less than the equivalent of U.S.$1 million in euro.
- If the banks so selected by the Calculation Agent are not
quoting as mentioned in the previous bullet point, the EURIBOR
rate in effect for the applicable period will be the same as
EURIBOR for the immediately preceding Interest Reset Period,
or, if there was no Interest Reset Period, the rate of
interest will be the Initial Interest Rate.
"Euro-zone" means the region comprised of member states of the European
Union that adopt the single currency in accordance with the treaty establishing
the European Community, as amended by the treaty on European Union.
Determination of Federal Funds Rate.
The "federal funds rate" means, for any Interest Determination Date,
the rate on that date for federal funds as published in H.15(519) under the
heading "Federal Funds (Effective)" as displayed on Bridge Telerate, Inc., or
any successor service, on page 120 or any other page as may replace the
applicable page on that service, which is commonly referred to as "Telerate Page
120."
The following procedures will be followed if the federal funds rate
cannot be determined as described above:
- If the above rate is not published by 9:00 a.m., New York City
time, on the Calculation Date, the federal funds rate will be
the rate on that Interest Determination Date as published in
the H.15 Daily Update under the heading "Federal
Funds/Effective Rate."
- If that rate is not yet published in either H.15(519) or the
H.15 Daily Update by 3:00 p.m., New York City time, on the
Calculation Date, the Calculation Agent will determine the
federal funds rate to be the arithmetic mean of the rates for
the last transaction in overnight federal funds by each of
three leading brokers of federal funds transactions in The
City of New York selected by the Calculation Agent, after
consultation with the Operating Partnership, prior to 9:00
a.m., New York City time, on that Interest Determination Date.
- If the brokers selected by the Calculation Agent are not
quoting as mentioned above, the federal funds rate relating to
that Interest Determination Date will remain the federal funds
rate for the immediately preceding Interest Reset Period, or,
if there was no Interest Reset Period, the rate of interest
payable will be the Initial Interest Rate.
Determination of LIBOR.
The Calculation Agent will determine "LIBOR" for each Interest
Determination Date as follows:
- As of the Interest Determination Date, LIBOR will be either:
- if "LIBOR Reuters" is specified on the face hereof, the
arithmetic mean of the offered rates for deposits in the index
currency having the Index Maturity designated on the face
hereof, commencing on the second London banking day
immediately following that Interest Determination Date, that
appear on the
8
Designated LIBOR Page, as defined below, as of 11:00 a.m.,
London time, on that Interest Determination Date, if at least
two offered rates appear on the Designated LIBOR Page; except
that if the specified Designated LIBOR Page, by its terms
provides only for a single rate, that single rate will be
used; or
- if "LIBOR Telerate" is specified on the face hereof, the rate
for deposits in the index currency having the Index Maturity
designated on the face hereof, commencing on the second London
banking day immediately following that Interest Determination
Date or, if pounds sterling is the index currency, commencing
on that Interest Determination Date, that appears on the
Designated LIBOR Page at approximately 11:00 a.m., London
time, on that Interest Determination Date.
- If (1) fewer than two offered rates appear and "LIBOR Reuters"
is specified on the face hereof, or (2) no rate appears and
the face hereof specifies either (x) "LIBOR Telerate" or (y)
"LIBOR Reuters" and the Designated LIBOR Page by its terms
provides only for a single rate, then the Calculation Agent
will request the principal London offices of each of four
major reference banks in the London interbank market, as
selected by the Calculation Agent after consultation with the
Operating Partnership, to provide the Calculation Agent with
its offered quotation for deposits in the index currency for
the period of the Index Maturity specified on the face hereof
commencing on the second London banking day immediately
following the Interest Determination Date or, if pounds
sterling is the index currency, commencing on that Interest
Determination Date, to prime banks in the London interbank
market at approximately 11:00 a.m., London time, on that
Interest Determination Date and in a principal amount that is
representative of a single transaction in that index currency
in that market at that time.
- If at least two quotations are provided, LIBOR determined on
that Interest Determination Date will be the arithmetic mean
of those quotations. If fewer than two quotations are
provided, LIBOR will be determined for the applicable interest
reset date as the arithmetic mean of the rates quoted at
approximately 11:00 a.m., London time, or some other time
specified on the face hereof, in the applicable principal
financial center for the country of the index currency on that
interest reset date, by three major banks in that principal
financial center selected by the Calculation Agent, after
consultation with the Operating Partnership, for loans in the
index currency to leading European banks, having the Index
Maturity specified on the face hereof and in a principal
amount that is representative of a single transaction in that
index currency in that market at that time.
- If the banks so selected by the Calculation Agent are not
quoting as mentioned in the previous bullet point, LIBOR in
effect for the applicable period will be the same as LIBOR for
the immediately preceding Interest Reset Period, or, if there
was no Interest Reset Period, the rate of interest payable
will be the Initial Interest Rate.
The "index currency" means the currency specified on the face hereof as
the currency for which LIBOR will be calculated, or, if the euro is substituted
for that currency, the index currency will be the euro. If that currency is not
specified on the face hereof, the index currency will be U.S. dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Reuters" is
designated on the face hereof, the display on the Reuters Monitor Money Rates
Service, or any successor service, on the page specified on the face hereof (or
any other page as may replace the page on the service) for the purpose of
displaying the London interbank rates of major banks for the applicable index
currency, or (b) if "LIBOR Telerate" is designated on the face hereof or neither
"LIBOR Reuters" nor "LIBOR Telerate" is designated on the face hereof, the
display on Bridge Telerate Inc., or any successor service, on the page specified
on the face hereof, or any other page as may replace that page on that service,
for the purpose of displaying the London interbank rates of major banks for the
applicable index currency.
Determination of Prime Rate.
The "prime rate" means, for any Interest Determination Date, the rate
on that date as published in H.15(519) under the heading "Bank Prime Loan."
9
The following procedures will be followed if the prime rate cannot be
determined as described above:
- If the rate is not published prior to 9:00 a.m., New York City
time, on the Calculation Date, then the prime rate will be the
rate on that Interest Determination Date as published in H.15
Daily Update under the heading "Bank Prime Loan."
- If the rate is not published prior to 3:00 p.m., New York City
time, on the Calculation Date in either H.15(519) or the H.15
Daily Update, then the Calculation Agent will determine the
prime rate to be the arithmetic mean of the rates of interest
publicly announced by each bank that appears on the Reuters
Screen USPRIME 1 Page, as defined below, as that bank's prime
rate or base lending rate as in effect for that Interest
Determination Date.
- If fewer than four rates appear on the Reuters Screen USPRIME
1 Page for that Interest Determination Date, the Calculation
Agent will determine the prime rate to be the arithmetic mean
of the prime rates quoted on the basis of the actual number of
days in the year divided by 360 as of the close of business on
that Interest Determination Date by at least three major banks
in The City of New York selected by the Calculation Agent,
after consultation with the Operating Partnership.
- If the banks selected are not quoting as mentioned above, the
prime rate will remain the prime rate for the immediately
preceding Interest Reset Period, or, if there was no Interest
Reset Period, the rate of interest payable will be the Initial
Interest Rate.
"Reuters Screen USPRIME 1 Page" means the display designated as page
"USPRIME 1" on the Reuters Monitor Money Rates Service, or any successor
service, or any other page as may replace the USPRIME 1 Page on that service for
the purpose of displaying prime rates or base lending rates of major United
States banks.
Determination of Treasury Rate.
"Treasury rate" means:
- the rate from the auction held on the applicable Interest
Determination Date, which is referred to as the "auction," of
direct obligations of the United States, which are commonly
referred to as "Treasury Bills," having the Index Maturity
specified on the face hereof as that rate appears under the
caption "INVESTMENT RATE" on the display on Bridge Telerate,
Inc., or any successor service, on page 56 or any other page
as may replace page 56 on that service, which is referred to
as "Telerate Page 56," or page 57 or any other page as may
replace page 57 on that service, which is referred to as
"Telerate Page 57," or
- if the rate described in the first bullet point is not
published by 3:00 p.m., New York City time, on the Calculation
Date, the bond equivalent yield of the rate for the applicable
Treasury Bills as published in the H.15 Daily Update, or other
recognized electronic source used for the purpose of
displaying the applicable rate, under the caption "U.S.
Government Securities/Treasury Bills/Auction High," or
- if the rate described in the second bullet point is not
published by 3:00 p.m., New York City time, on the related
Calculation Date, the bond equivalent yield of the auction
rate of the applicable Treasury Bills, announced by the United
States Department of the Treasury, or
- in the event that the rate referred to in the third bullet
point is not announced by the United States Department of the
Treasury, or if the auction is not held, the bond equivalent
yield of the rate on the applicable Interest Determination
Date of Treasury Bills having the Index Maturity specified on
the face hereof published in H.15(519) under the caption "U.S.
Government Securities/Treasury Bills/Secondary Market," or
10
- if the rate referred to in the fourth bullet point is not so
published by 3:00 p.m., New York City time, on the related
Calculation Date, the rate on the applicable Interest
Determination Date of the applicable Treasury Bills as
published in H.15 Daily Update, or other recognized electronic
source used for the purpose of displaying the applicable rate,
under the caption "U.S. Government Securities/Treasury
Bills/Secondary Market," or
- if the rate referred to in the fifth bullet point is not so
published by 3:00 p.m., New York City time, on the related
Calculation Date, the rate on the applicable Interest
Determination Date calculated by the Calculation Agent as the
bond equivalent yield of the arithmetic mean of the secondary
market bid rates, as of approximately 3:30 p.m., New York City
time, on the applicable Interest Determination Date, of three
primary United States government securities dealers, which may
include the agent or its affiliates, selected by the
Calculation Agent, for the issue of Treasury Bills with a
remaining maturity closest to the Index Maturity specified on
the face hereof, or
- if the dealers selected by the Calculation Agent are not
quoting as mentioned in the sixth bullet point, the Treasury
rate for the immediately preceding Interest Reset Period, or,
if there was no Interest Reset Period, the rate of interest
payable will be the Initial Interest Rate.
The "bond equivalent yield" means a yield calculated in accordance with
the following formula and expressed as a percentage:
D x N
Bond Equivalent Yield = ----------- x 100
360-(D x M)
where "D" refers to the applicable per annum rate for Treasury Bills quoted on a
bank discount basis, "N" refers to 365 or 366, as the case may be, and "M"
refers to the actual number of days in the interest period for which interest is
being calculated.
The Operating Partnership will pay any administrative costs imposed by
banks in connection with sending payments by wire transfer, but any tax,
assessment or governmental charge imposed upon payments will be borne by the
Holders of the Notes in respect of which payments are made.
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof and, if so specified on the face hereof, in the
Addendum hereto, which further provisions shall for all purposes have the same
force and effect as though fully set forth on the face hereof.
This Note shall not be entitled to any benefit under the Indenture
referred to on the reverse hereof, or become valid or obligatory for any
purpose, until the certificate of authentication hereon shall have been signed
by or on behalf of the Trustee under such Indenture.
Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Provisions" apply to this Note as specified on the face
hereof, this Note shall be subject to the terms set forth in such Addendum or
such "Other/Additional Provisions."
11
IN WITNESS WHEREOF, the Operating Partnership has caused this
Instrument to be duly executed.
Dated: November 21, 2003 AMB PROPERTY L.P.
By: AMB PROPERTY CORPORATION,
as General Partner
By: /s/ Michael A. Coke
-----------------------------------
Michael A. Coke
Executive Vice President and Chief
Financial Officer
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
and referred to in the within-mentioned Indenture.
U.S. BANK, N.A., as Trustee
By: /s/ James E. Jones
-----------------------------------
Authorized Signatory
(REVERSE)
AMB PROPERTY L.P.
MEDIUM-TERM NOTE, SERIES B
(FLOATING RATE)
This Note is one of a duly authorized issue of debt securities of the
Operating Partnership (hereinafter called the "Securities") of the series
hereinafter specified, unlimited in aggregate principal amount, all issued or to
be issued under or pursuant to an Indenture dated as of June 30, 1998, as
supplemented by the First Supplemental Indenture, the Second Supplemental
Indenture and the Third Supplemental Indenture, each dated as of June 30, 1998,
the Fourth Supplemental Indenture dated as of August 15, 2000 and the Fifth
Supplemental Indenture dated as of May 7, 2002, among the Operating Partnership,
AMB Property Corporation, a Maryland corporation and general partner of the
Operating Partnership (the "Guarantor"), and U.S. Bank N.A., as successor to
State Street Bank and Trust Company of California, N.A., as Trustee; to which
Indenture and all indentures supplemental thereto (herein collectively called
the "Indenture") reference is hereby made for a specification of the rights and
limitation of rights thereunder of the Holders of the Securities, the rights and
obligations thereunder of the Operating Partnership and the rights, duties and
immunities thereunder of the Trustee. The Securities may be issued in one or
more series, which different series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest (if any) at different
rates, may be subject to different redemption or repayment provisions (if any),
may be subject to different covenants and defaults and may otherwise vary as
provided in the Indenture. This Note is one of a series designated as "Series B
Medium-Term Notes" (hereinafter referred to as the "Notes") of the Operating
Partnership, of up to $400,000,000 in aggregate principal amount. All terms used
in this Note which are defined in the Indenture and which are not otherwise
defined in this Note shall have the meanings assigned to them in the Indenture.
The terms of the Notes include those stated in the Indenture and those made a
part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended. The Notes are subject to all such terms, and the Holders are referred
to the Indenture and such Act for a statement of such terms. To the extent any
provision of this Note conflicts with the provisions of the Indenture, the
provisions of the Indenture shall govern and be controlling.
Unless stated to the contrary on the face hereof, this Note is issuable
only in registered form without coupons in Book-Entry form represented by one or
more global notes (each a "Global Note") recorded in the book-entry system
maintained by the Depository. If specified on the face hereof, this Note is
issuable in certificated form issued to, and registered in the name of, the
beneficial owner or its nominee (a "Certificated Note").
Unless a different minimum Authorized Denomination is set forth on the
face hereof, this Note is issuable in minimum denominations of (i) if the
Specified Currency of this Note is U.S. dollars, U.S. $1,000 and in any larger
amount in integral multiples of $1,000 and (ii) if the Specified Currency of
this Note is a currency other than U.S. dollars (a "Foreign Currency") or is a
composite currency, the equivalent in such Foreign Currency or composite
currency determined in accordance with the Market Exchange Rate (as defined
below) for such Foreign Currency or composite currency on the Business Day
immediately preceding the date on which the Operating Partnership accepts an
offer to purchase a Note, of U.S. $1,000 (rounded to an integral multiple of
1,000 units of the Foreign Currency or composite currency), and in any larger
amount in integral multiples of 1,000 units.
If this is a Global Note representing Book-Entry Notes, this Note may
be transferred or exchanged only through DTC. In the manner and subject to the
limitations provided in the Indenture, if this is a Certificated Note, it may be
transferred or exchanged, without charge except for any tax or other
governmental charge imposed in relation thereto, for other Notes of authorized
denominations for a like
aggregate principal amount, at the office or agency of the Operating Partnership
in the Borough of Manhattan of The City of New York, or, at the option of the
Holder, such office or agency, if any, maintained by the Operating Partnership
in the city in which the principal executive offices of the Operating
Partnership are located or the city in which the principal corporate trust
office of the Trustee is located.
The principal (and premium, if any) and interest on, this Note is
payable by the Operating Partnership in the Specified Currency.
If this Note is denominated in a Foreign Currency, in the event that
the Foreign Currency is not available for payment at a time at which any payment
is required hereunder due to the imposition of exchange controls or other
circumstances beyond the control of the Operating Partnership or is no longer
used by the government of the country issuing such currency or for the
settlement of transactions by public institutions within the international
banking community, the Operating Partnership may, in full satisfaction of its
obligation to make such payment, make instead a payment in an equivalent amount
of U.S. dollars, determined by the Exchange Rate Agent, as specified on the face
hereof, on the basis of the Market Exchange Rate for such Foreign Currency on
the second Business Day prior to such payment date or, if such Market Exchange
Rate is not then available, on the basis of the most recently available Market
Exchange Rate; provided, however, that if such Specified Currency is replaced by
a single European currency, the payment of principal of (and premium, if any) or
interest, if any, on this Note denominated in such currency shall be effected in
the new single European currency in conformity with legally applicable measures
taken pursuant to, or by virtue of, the treaty establishing the European
Community, as amended by the treaty on European Unity. The "Market Exchange
Rate" for the Specified Currency means the noon dollar buying rate in The City
of New York for cable transfers for the Specified Currency as certified for
customs purposes by (or if not so certified, as otherwise determined by) the
Federal Reserve Bank of New York. Any payment made under such circumstances in
U.S. dollars or a new single European currency where the required payment is in
a Specified Currency other than U.S. dollars or such single European currency,
respectively, will not constitute an Event of Default (as defined in the
Indenture).
If the Specified Currency is a composite currency and if such composite
currency is unavailable due to the imposition of exchange controls or other
circumstances beyond the control of the Operating Partnership, then the
Operating Partnership will be entitled to satisfy its obligations to the Holder
of this Note by making such payment in U.S. dollars. The amount of each payment
in U.S. dollars shall be computed by the Exchange Rate Agent on the basis of the
equivalent of the composite currency in U.S. dollars. The component currencies
of the composite currency for this purpose (collectively, the "Component
Currencies" and each, a "Component Currency") shall be the currency amounts that
were components of the composite currency as of the last day on which the
composite currency was used. The equivalent of the composite currency in U.S.
dollars shall be calculated by aggregating the U.S. dollar equivalents of the
Component Currencies. The U.S. dollar equivalent of each of the Component
Currencies shall be determined by the Exchange Rate Agent on the basis of the
most recently available Market Exchange Rate for each such Component Currency,
or as otherwise specified on the face hereof.
If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of the currency as a Component
Currency shall be divided or multiplied in the same proportion. If two or more
Component Currencies are consolidated into a single currency, the amounts of
those currencies as Component Currencies shall be replaced by an amount in such
single currency equal to the sum of the amounts of the consolidated Component
Currencies expressed in such single currency. If any Component Currency is
divided into two or more currencies, the amount of the original Component
2
Currency shall be replaced by the amounts of such two or more currencies, the
sum of which shall be equal to the amount of the original Component Currency.
All determinations referred to above made by the Exchange Rate Agent
shall be at its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the Holder of this Note.
If a Redemption Commencement Date is specified on the face hereof, this
Note may be redeemed, whether or not any other Note is concurrently redeemed, at
the option of the Operating Partnership, in whole, or from time to time in part,
on any Business Day on or after such Redemption Commencement Date and prior to
the Maturity Date, upon mailing by first-class mail, postage prepaid, a notice
of such redemption not less than 30 nor more than 60 days prior to the actual
date of redemption ("Redemption Date"), to the Holder of this Note at such
Holder's address appearing in the Security Register, as provided in the
Indenture (provided that, if the Holder of this Note is a Depository or a
nominee of a Depository, notice of such redemption shall be given in accordance
with any applicable provisions of such written agreement between the Operating
Partnership, the Trustee and such Depository (or its nominee) as may be in
effect from time to time), at the Redemption Price (as defined below), together
in each case with interest accrued to the Redemption Date (subject to the right
of the Holder of record on a Regular Record Date to receive interest due on an
Interest Payment Date). The "Redemption Price" shall be equal to (i) the Initial
Redemption Percentage specified on the face of this Note, as adjusted downward
on each anniversary of the Redemption Commencement Date by the Annual Redemption
Price Reduction, if any, specified on the face hereof, multiplied by (ii) the
unpaid Principal Amount of this Note to be redeemed. In the event of redemption
of this Note in part only, a new Note or Notes of this series, and of like
tenor, for the unredeemed portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof.
If an Optional Repayment Date(s) is specified on the face hereof, this
Note will be subject to repayment by the Operating Partnership at the option of
the Holder hereof on such Optional Repayment Date(s), in whole or in part in
increments of U.S. $1,000 or other increments specified on the face hereof (as
long as any remaining principal is at least $1,000 or another specified minimum
denomination), at the Repayment Price specified on the face hereof, together
with unpaid interest accrued hereon to the date of repayment ("Repayment Date").
For this Note to be repaid, this Note must be received, together with the form
hereon entitled "Option to Elect Repayment" duly completed, by the Trustee at
the corporate trust office of the Trustee, at 100 Wall Street, Suite 1600, New
York, New York 10005 (or at such other address of which the Operating
Partnership shall from time to time designate and notify Holders of the Notes)
at least 30 but not more than 60 days prior to the Repayment Date. Exercise of
such repayment option by the Holder hereof will be irrevocable. In the event of
repayment of this Note in part only, a new Note of like tenor for the unrepaid
portion hereof and otherwise having the same terms as this Note shall be issued
in the name of the Holder hereof upon the presentation and surrender hereof.
If this is a Global Note representing Book-Entry Notes, only the
Depository may exercise the repayment option in respect of this Note.
Accordingly, if this is a Global Security representing Book-Entry Notes and the
beneficial owner desires to have all or any portion of the Book-Entry Note
represented by this Global Security repaid, the beneficial owner must instruct
the participant through which he owns his interest to direct the Depository to
exercise the repayment option on his behalf by delivering this Note and duly
completed election form to the Trustee as aforesaid.
If this Note is an Original Issue Discount Note, as specified on the
face hereof, the amount payable to the Holder of this Note in the event of
redemption, repayment or acceleration of maturity will be equal to the sum of
(i) the Issue Price specified on the face hereof (increased by any accruals of
the
3
Discount, as defined below) multiplied, in the event of any redemption or
repayment of this Note (if applicable), by the Redemption Price or Repayment
Price, as the case may be, and (ii) any unpaid interest on this Note accrued
from the Original Issue Date to the Redemption Date, Repayment Date or date of
acceleration of maturity, as the case may be. The difference between the Issue
Price, as specified on the face hereof, and 100% of the principal amount of this
Note is referred to herein as the "Discount".
For purposes of determining the amount of Discount that has accrued as
of any Redemption Date, Repayment Date or date of acceleration of maturity of
this Note, such Discount will be accrued so as to cause the yield on the Note to
be constant. The constant yield will be calculated using a 30-day month, 360-day
year convention, a compounding period that, except for the Initial Period (as
defined below), corresponds to the shortest period between Interest Payment
Dates (with ratable accruals within a compounding period) and an assumption that
the maturity of this Note will not be accelerated. If the period from the
Original Issue Date to the initial Interest Payment Date (the "Initial Period")
is shorter than the compounding period for this Note, a proportionate amount of
the yield for an entire compounding period will be accrued. If the Initial
Period is longer than the compounding period, then such period will be divided
into a regular compounding period and a short period, with the short period
being treated as provided in the preceding sentence.
In case a default, as defined in the Indenture, shall occur and be
continuing with respect to the Notes, the principal amount of all Notes then
outstanding under the Indenture may be declared or may become due and payable
upon the conditions and in the manner and with the effect provided in the
Indenture. The Indenture provides that such declaration may in certain events be
annulled by the Holders of a majority in principal amount of the Notes
outstanding.
To the extent permitted by, and as provided in, the Indenture, the
Operating Partnership may enter into one or more supplements to the Indenture
for the purpose of modifying or altering the Indenture, without the consent of
any Holders of Notes, for the limited purposes described in the Indenture.
To the extent permitted by, and as provided in, the Indenture, the
Operating Partnership may enter into one or more supplements to the Indenture
for the purpose of modifying or altering the rights and obligations of the
Operating Partnership and the Holders of the Securities (as defined in the
Indenture) with the consent of the Holders of not less than a majority in
principal amount of all Outstanding Securities (as defined in the Indenture) of
any series affected, evidenced as provided in the Indenture.
The Indenture contains provisions for legal defeasance and covenant
defeasance with respect to the Notes, in each case, upon compliance with certain
conditions set forth therein, which provisions apply to the Notes.
The Operating Partnership, the Trustee, any Authenticating Agent, any
paying agent and any Security registrar may deem and treat the registered Holder
hereof as the absolute owner hereof (whether or not this Note shall be overdue
and notwithstanding any notice of ownership or other writing hereon by anyone
other than the Operating Partnership or any Security registrar) for the purpose
of receiving payment of or on account of the principal hereof (and premium, if
any), and interest hereon, and for all other purposes, and none of the Operating
Partnership, the Trustee, an Authenticating Agent, a paying agent nor the
Security registrar shall be affected by any notice to the contrary. All such
payments shall be valid and effectual to satisfy and discharge the liability
upon this Note to the extent of the sum or sums so paid.
No recourse under or upon any obligation, covenant or agreement of the
Indenture or of this Note, or for any claim based thereon or otherwise in
respect thereof, shall be had against any incorporator, partner, stockholder,
officer or director, as such, past, present or future, of the Operating
Partnership or
4
the Guarantor or of any successor entity, either directly or through the
Operating Partnership or the Guarantor, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that the Indenture and this Note are
solely corporate obligations, and that no such personal liability whatever shall
attach to, or is or shall be incurred by the incorporators, partners,
stockholders, officers or directors, as such, of the Operating Partnership or
the Guarantor or of any successor entity, or any of them, because of the
creation of the indebtedness authorized by the Indenture, or under or by reason
of the obligations, covenants or agreements contained in the Indenture or this
Note or implied therefrom; and that any and all such personal liability, either
at common law or in equity or by constitution or statute, or any and all such
rights and claims against, every such incorporator, partner, stockholder,
officer or director, as such, because of the creation of the indebtedness
authorized by the Indenture, or under or by reason of the obligations, covenants
or agreements contained in the Indenture or this Note or implied therefrom, are,
by acceptance of this Note, hereby expressly waived and released as a condition
of, and as consideration for, the issue of this Note. In the event of any sale
or transfer of its assets and liabilities substantially as an entirety to a
successor entity, the predecessor entity may be dissolved and liquidated as more
fully set forth in the Indenture.
All U.S. dollar amounts used in or resulting from calculations referred
to in this Note shall be rounded to the nearest cent (with one half cent being
rounded upwards).
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK.
5
PARENT GUARANTEE
FOR VALUE RECEIVED, the undersigned hereby, jointly and severally with
the Subsidiary Guarantors, if any, unconditionally guarantees to the Holder of
the accompanying Series B Medium-Term Note (the "Note") issued by AMB Property,
L.P. (the "Operating Partnership") under an Indenture dated as of June 30, 1998
(together with the First Supplemental Indenture, the Second Supplemental
Indenture and the Third Supplemental Indenture, each dated as of June 30, 1998,
the Fourth Supplemental Indenture dated as of August 15, 2000 and the Fifth
Supplemental Indenture dated as of May 7, 2002, the "Indenture") among the
Operating Partnership, AMB Property Corporation and U.S. Bank N.A., as successor
to State Street Bank and Trust Company of California, N.A., as trustee (the
"Trustee"), (a) the full and prompt payment of the principal of and premium, if
any, on such Note when and as the same shall become due and payable, whether at
the Maturity Date (as defined in the Note), by acceleration, by redemption,
repurchase or otherwise, and (b) the full and prompt payment of the interest on
such Note when and as the same shall become due and payable, according to the
terms of such Note and of the Indenture. In case of the failure of the Operating
Partnership punctually to pay any such principal, premium or interest, the
undersigned hereby agrees to cause any such payment to be made punctually when
and as the same shall become due and payable, whether at the Maturity Date, upon
acceleration, by redemption or repayment or otherwise, and as if such payment
were made by the Operating Partnership. The undersigned hereby agrees, jointly
and severally with the Subsidiary Guarantors, if any, that its obligations
hereunder shall be as principal and not merely as surety, and shall be absolute
and unconditional, and shall not be affected, modified or impaired by the
following: (a) the failure to give notice to the Guarantors of the occurrence of
an Event of Default under the Indenture; (b) the waiver, surrender, compromise,
settlement, release or termination of the payment, performance or observance by
the Operating Partnership or the Guarantors of any or all of the obligations,
covenants or agreements of either of them contained in the Indenture or any
Note; (c) the acceleration, extension or any other changes in the time for
payment of any principal of or interest or any premium on any Note or for any
other payment under the Indenture or of the time for performance of any other
obligations, covenants or agreements under or arising out of the Indenture or
any Note; (d) the modification or amendment (whether material or otherwise) of
any obligation, covenant or agreement set forth in the Indenture or any Note;
(e) the taking or the omission of any of the actions referred to in the
Indenture and in any of the actions under any Note; (f) any failure, omission,
delay or lack on the part of the Trustee to enforce, assert or exercise any
right, power or remedy conferred on the Trustee in the Indenture, or any other
action or acts on the part of the Trustee or any of the Holders from time to
time of any Note; (g) the voluntary or involuntary liquidation, dissolution,
sale or other disposition of all or substantially all the assets, marshaling of
assets and liabilities, receivership, insolvency, bankruptcy, assignment for the
benefit of creditors, reorganization, arrangement, composition with creditors or
readjustment of, or other similar proceedings affecting the Guarantors or the
Operating Partnership or any of the assets of any of them, or any allegation or
contest of the validity of this Parent Guarantee in any such proceeding; (h) to
the extent permitted by law, the release or discharge by operation of law of the
Guarantors from the performance or observance of any obligation, covenant or
agreement contained in the Indenture; (i) to the extent permitted by law, the
release or discharge by operation of law of the Operating Partnership from the
performance or observance of any obligation, covenant or agreement contained in
the Indenture; (j) the default or failure of the Operating Partnership or the
Trustee fully to perform any of its obligations set forth in the Indenture or
any Note; (k) the invalidity, irregularity or unenforceability of the Indenture
or any Note or any part of any thereof; (l) any judicial or governmental action
affecting the Operating Partnership or any Note or consent or indulgence granted
to the Operating Partnership by the Holders or by the Trustee; or (m) the
recovery of any judgment against the Operating Partnership or any action to
enforce the same or any other circumstance which might constitute a legal or
equitable discharge of a surety or guarantor. The undersigned hereby waives
diligence, presentment, demand of payment, filing of claims with a court in the
event of merger, sale, lease or conveyance of all or substantially all of its
assets,
insolvency or bankruptcy of any Guarantor or the Operating Partnership, any
right to require a proceeding first against any other Guarantor or the Operating
Partnership, protest or notice with respect to such Note or the indebtedness
evidenced thereby and all demands whatsoever, and covenants that this Parent
Guarantee will not be discharged except by complete performance of the
obligations contained in such Note and in this Parent Guarantee.
No reference herein to such Indenture and no provision of this Parent
Guarantee or of such Indenture shall alter or impair the guarantee of the
undersigned, which is absolute and unconditional, of the full and prompt payment
of the principal of and premium, if any, and interest on the Note.
THIS PARENT GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.
This Parent Guarantee shall not be valid or obligatory for any purpose
until the certificate of authentication on the Note shall have been executed by
the Trustee under the Indenture referred to above by the manual signature of one
of its authorized officers. The validity and enforceability of this Parent
Guarantee shall not be affected by the fact that it is not affixed to any
particular Note.
An Event of Default under the Indenture or any Note shall constitute an
event of default under this Parent Guarantee, and shall entitle the Holder of
the Note to accelerate the obligations of the undersigned hereunder in the same
manner and to the same extent as the obligations of the Operating Partnership.
Notwithstanding any other provision of this Parent Guarantee to the
contrary, the undersigned hereby waives any claims or other rights which it may
now have or hereafter acquire against any other Guarantor or the Operating
Partnership that arise from the existence or performance of its obligations
under this Parent Guarantee (all such claims and rights are referred to as
"Guarantor's Conditional Rights"), including, without limitation, any right of
subrogation, reimbursement, exoneration, contribution, or indemnification, any
right to participate in any claim or remedy against any Guarantor or the
Operating Partnership, whether or not such claim, remedy or right arises in
equity or under contract, statute or common law, by any payment made hereunder
or otherwise, including without limitation, the right to take or receive from
any Guarantor or the Operating Partnership, directly or indirectly, in cash or
other property or by setoff or in any other manner, payment or security on
account of such claim or other rights. The undersigned hereby agrees not to
exercise any rights which may be acquired by way of contribution under this
Parent Guarantee or any other agreement, by any payment made hereunder or
otherwise, including, without limitation, the right to take or receive from any
other guarantor, directly or indirectly, in cash or other property or by setoff
or in any other manner, payment or security on account of such contribution
rights. If, notwithstanding the foregoing provisions, any amount shall be paid
to the undersigned on account of the Guarantor's Conditional Rights and either
(i) such amount is paid to such undersigned party at any time when the
indebtedness shall not have been paid or performed in full, or (ii) regardless
of when such amount is paid to such undersigned party, any payment made by any
Guarantor or the Operating Partnership to a Holder that is at any time
determined to be a Preferential Payment (as defined below), then such amount
paid to the undersigned shall be held in trust for the benefit of such Holder
and shall forthwith be paid such Holder to be credited and applied upon the
indebtedness, whether matured or unmatured. Any such payment is herein referred
to as a "Preferential Payment" to the extent any Guarantor or the Operating
Partnership makes any payment to such Holder in connection with the Note, and
any or all of such payment is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required to be repaid or paid over to a
trustee, receiver or any other entity, whether under any bankruptcy act or
otherwise.
To the extent that any of the provisions of the immediately preceding
paragraph shall not be enforceable, the undersigned agrees that until such time
as the indebtedness has been paid and performed in full and the period of time
has expired during which any payment made by any Guarantor, the Operating
Partnership or the undersigned to a Holder may be determined to be a
Preferential Payment, Guarantor's Conditional Rights to the extent not validly
waived shall be subordinate to Holders' right to full payment and performance of
the indebtedness and the undersigned shall not enforce any of Guarantor's
Conditional Rights until such time as the indebtedness has been paid and
performed in full and the period of time has expired during which any payment
made by any Guarantor, the Operating Partnership or the undersigned to Holders
may be determined to be a Preferential Payment.
The obligations of the undersigned to the Holder of the Note and to the
Trustee pursuant to this Parent Guarantee and the Indenture are expressly set
forth in Article 14 of the Indenture and reference is hereby made to the
Indenture for the precise terms of this Parent Guarantee and all of the other
provisions of the Indenture to which this Parent Guarantee relates.
Capitalized terms used in this Parent Guarantee which are not defined
herein shall have the meanings assigned to them in the Indenture.
IN WITNESS WHEREOF, the undersigned has caused this Parent Guarantee to
be duly executed.
Dated: November 21, 2003
AMB PROPERTY CORPORATION
By: /s/ Michael A. Coke
----------------------------------
Name: Michael A. Coke
Title: Executive Vice President and
Chief Financial Officer
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto:
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE: __________________________________________
________________________________________________________________________________
(Please print or typewrite name and address of Assignee, including postal zip
code of assignee)
________________________________________________________________________________
this Note and all rights thereunder, hereby irrevocably constituting and
appointing:
________________________________________________________________________________
Attorney, to transfer this Note on the books of the Trustee, with full power of
substitution in the premises.
Dated:_____________________ ___________________________________________
Notice: The signature(s) on this Assignment
must correspond with the name(s)
as written upon the face of this
Note in every particular, without
alteration or enlargement or any
change whatsoever.
OPTION TO ELECT REPAYMENT
The undersigned hereby requests and irrevocably instructs the Operating
Partnership to repay the within Note on the Optional Repayment Date specified on
the face hereof occurring at least 30 but not more than 60 days after the date
of receipt of the within Note by the Trustee at the corporate trust office of
the Trustee, at 100 Wall Street, Suite 1600, New York, New York 10005 (or at
such other addresses of which the Operating Partnership shall notify the
Registered holders of the Note of this series).
( ) In whole
( ) In part equal to $_________________ (must be a whole multiple
of $1,000 and the remaining principal amount must be at least
$1,000; or if the Note is denominated in a Foreign Currency or
composite currency, rounded integrals of 1,000 units of the
Foreign Currency or composite currency and the remaining
principal amount must be at least 1,000 units of the Foreign
Currency or composite currency)
at a price equal to the Repayment Price, determined in accordance with the terms
of the Note.
Signature: Please print or type name and address:
_____________________________________________ ________________________________
Notice: The signature on this Option to Elect
Repayment must correspond with the ________________________________
name as written upon the face of the
within instrument in every particular ________________________________
without alteration or enlargement or
any change whatever. ________________________________
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common UNIF GIFT MIN ACT--_____
Custodian_____
(Cust) (Minor)
TEN ENT--as tenants by the entireties Under Uniform Gifts to Minors Act
___________
(State)
JT TEN--as joint tenants with right of
survivorship and not as tenants in
common
Additional abbreviations may also be used though not in the above list.