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Exhibit 10.4
AMENDMENT TO SECOND AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
THIS AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT (this "Amendment") is made as of May 29, 1998, by and among AMB
PROPERTY, L.P., a Delaware limited partnership (the "Borrower"), the BANKS
listed on the signature pages hereof, and MORGAN GUARANTY TRUST COMPANY OF NEW
YORK, as Agent.
W I T N E S S E T H:
WHEREAS, the Borrower and the Banks have entered into the Second
Amended and Restated Revolving Credit Agreement, dated as of November 26, 1997
(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. Guaranties. The final sentence of Section 3.3(a) of the
Credit Agreement is hereby deleted, and all references in the Credit Agreement
to "Subsidiary Guaranties" and "Subsidiary Guarantors" are hereby deemed
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deleted. In addition, the Banks hereby confirm that the Unconditional Guaranty
Agreement by AMB Property II, L.P. and Long Gate LLC is hereby terminated and of
no further force or effect.
3. Restrictions on Recourse Debt. The following is hereby
added to Section 5.16: "Notwithstanding anything contained herein to the
contrary, in no event shall the Borrower at any time permit its Consolidated
Subsidiaries, other than AMB Property Corporation, to incur third party Recourse
Debt."
4. Effective Date. This Amendment shall become effective upon
receipt by the Agent of counterparts hereof signed by the Borrower (the date of
such receipt being deemed the "Effective Date").
5. 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.
6. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the law of the State of New York.
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7. 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.
8. 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.
9. 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.
Borrower: AMB PROPERTY, L.P.
By: AMB Property Corporation,
its general partner
By:______________________________
Name:
Title:
FOR PURPOSES OF CONFIRMING AND RATIFYING THE CONTINUED EFFECTIVENESS OF THE
UNCONDITIONAL GUARANTY AGREEMENT, DATED AS OF NOVEMBER 26, 1997, BY AMB PROPERTY
CORPORATION:
Confirmed and Ratified:
AMB PROPERTY CORPORATION
By:________________________________
Name:
Title:
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Agent and Bank: MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, as a Bank and as Agent
By:_________________________________________
Name:
Title:
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Co-Agent and Bank: COMMERZBANK AKTIENGESELLSCHAFT,
LOS ANGELES BRANCH
By:_________________________________________
Name:
Title:
By:
_________________________________________
Name:
Title:
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Co-Agent and Bank: FLEET NATIONAL BANK
By:____________________________________
Name:
Title:
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Co-Agent and Bank: NATIONSBANK, N.A.(f/k/a/ NationsBank
of Texas, N.A.)
By:____________________________________
Name:
Title:
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Co-Agent and Bank: PNC BANK, NATIONAL ASSOCIATION
By:____________________________________
Name:
Title:
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Bank: BANK OF AMERICA, NATIONAL TRUST
AND SAVINGS ASSOCIATION
By:___________________________________
Name:
Title:
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Bank: SOCIETE GENERALE, SOUTHWEST AGENCY
By:
___________________________________
Name:
Title:
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Bank: DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES
By:___________________________________
Name:
Title:
By:___________________________________
Name:
Title:
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Bank: BANKERS TRUST COMPANY
By:___________________________________
Name:
Title:
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Bank: CORESTATES BANK, N.A.
By:___________________________________
Name:
Title:
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Bank: THE BANK OF NOVA SCOTIA, ACTING
THROUGH ITS SAN FRANCISCO AGENCY
By:___________________________________
Name:
Title:
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Bank: THE INDUSTRIAL BANK OF JAPAN,
LIMITED, LOS ANGELES AGENCY
By:__________________________________
Name:
Title:
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Bank: UNION BANK OF CALIFORNIA, N.A.
By:_________________________________
Name:
Title:
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