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EXHIBIT 4.3
(FACE OF NOTE)
AMB PROPERTY L.P.
MEDIUM-TERM NOTE
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.
<TABLE>
<S> <C> <C>
NOTE NO: FLR -_____________________________ CUSIP NO.:______________________________ PRINCIPAL AMOUNT:_________________________
-----
ORIGINAL ISSUE DATE:________________________ REGISTERED HOLDER:______________________ SPECIFIED CURRENCY:_______________________
MATURITY DATE:______________________________ FORM: |_| Book-Entry PRINCIPAL FINANCIAL CENTER:_______________
|_| Certificated (if the Specified Currency is other than
TRADE DATE:_________________________________ U.S. Dollars or Euro)
CALCULATION AGENT:__________________________ AGENT'S DISCOUNT OR COMMISSION: _______% AUTHORIZED DENOMINATION:__________________
(if other than State Street Bank and Trust (if other than $1,000 or integral
Company of California, N.A.) NET PROCEEDS TO ISSUER:_________________ multiples thereof)
EXCHANGE RATE AGENT:________________________ INITIAL INTEREST RATE:_______% per annum INTEREST PAYMENT DATES:___________________
(if other than State Street Bank and Trust
Company of California, N.A.) REGULAR RECORD DATES:_____________________
INTEREST RATE BASIS: INDEX MATURITY: INTEREST RESET FREQUENCY:
|_| CD Rate |_| Daily |_| 5 Year |_| Daily |_| Monthly
|_| Commercial Paper Rate |_| 1 Month |_| 7 Year |_| Weekly |_| Quarterly
|_| CMT Rate (Telerate Page 7052 unless |_| 3 Months |_| 10 Year |_| Semi-annually during the months of:
otherwise |_| 6 Months |_| 20 Year _________________ and ________________
designated below) |_| 1 Year |_| 30 Year |_| Annually during the month of _________
|_| Designated CMT Telerate Page: ______ |_| 2 Year |_| Other
|_| Designated CMT Maturity Index: _____ |_| 3 Year
(if other than two years)
|_| EURIBOR SPREAD: MAXIMUM INTEREST RATE:___________________%
|_| Federal Funds Rate |_| +
|_| LIBOR |_| - _______________ Basis Points MINIMUM INTEREST RATE:___________________%
Designated LIBOR Page:
|_|LIBOR Reuters Page:______________ and /or SPREAD MULTIPLIER:______________ INITIAL INTEREST RESET DATE:______________
|_|LIBOR Telerate Page:_____________
Index Currency:_____________________ INTEREST RESET DATE(S):___________________
|_| Prime Rate
|_| Treasury Rate INTEREST DETERMINATION DATE(S):___________
|_| Other (see attached)
REDEMPTION: REPAYMENT: INTEREST CATEGORY:
|_| The Note cannot be redeemed prior to |_| The Note cannot be repaid prior to |_| 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
Redemption Commencement Date: __________ Optional Repayment Date(s):______ |_| Fixed Interest Rate:_____________%
Initial Redemption Percentage:_________% Repayment Price:_________________%
Annual Redemption Percentage
Reduction:___%
DISCOUNT NOTES: |_|Yes |_|No ADDENDUM ATTACHED: |_|Yes |_|No OTHER/ADDITIONAL PROVISIONS:
Issue Price:________________________________
Total Amount of OID:________________________
Yield to Maturity:__________________________
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Initial Accrual Period:_____________________
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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.
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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 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's affiliate,
State Street Bank and Trust Company, at 61 Broadway, 15th Floor, New York, New
York 10006; 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. 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 633 West Fifth Street,
12th Floor, Los Angeles, California 90071.
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) 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 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 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.
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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 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 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
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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 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) the Federal Funds Rate, (5) LIBOR, (6) the Treasury Rate, (7) the
Prime Rate or (8) 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 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
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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 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:
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(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).
- 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.
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"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, for
the most recent week.
"Designated CMT Maturity Index" means the original period to maturity
of the U.S. Treasury securities, which is either 1, 2, 3, 5, 7, 10, 20 or 30
years, specified in an applicable pricing supplement 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.
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:
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 in the applicable pricing supplement as
that rate appears on the
7
<PAGE> 10
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 in the
applicable pricing supplement commencing on the applicable
Interest Reset Date, and in a principal amount not less than the
equivalent of U.S.$1 million in 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 in the applicable
pricing supplement 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.
8
<PAGE> 11
- 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 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
applicable pricing supplement 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.
9
<PAGE> 12
"Designated LIBOR Page" means either (a) if "LIBOR Reuters" is
designated on the face hereof, the display on the Reuters Monitor Money Rates
Service for the purpose of displaying the London interbank rates of major banks
for the applicable index currency or its designated successor, or (b) if "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.
If neither LIBOR Reuters nor LIBOR Telerate is specified on the face
hereof, LIBOR for the applicable index currency will be determined as if LIBOR
Telerate were specified, and, if the U.S. dollar is the index currency, as if
Page 3750, had been specified.
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."
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
10
<PAGE> 13
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
- 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.
11
<PAGE> 14
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."
12
<PAGE> 15
IN WITNESS WHEREOF, the Operating Partnership has caused this
Instrument to be duly executed.
Dated: AMB PROPERTY L.P.
By: AMB PROPERTY CORPORATION,
as General Partner
By:
---------------------------------
President
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the
series designated and referred to in the
within-mentioned Indenture.
STATE STREET BANK AND TRUST
COMPANY OF CALIFORNIA, N.A., as Trustee
By:
------------------------------------
Authorized Signatory
<PAGE> 16
(REVERSE)
AMB PROPERTY L.P.
MEDIUM-TERM NOTE
(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, among the
Operating Partnership, AMB Property Corporation, a Maryland corporation and
general partner of the Operating Partnership (the "Guarantor"), and 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 "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 US 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 US dollars (a "Foreign Currency"), the
equivalent in such Foreign Currency determined in accordance with the Market
Exchange Rate (as defined below) for such Foreign 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), 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
<PAGE> 17
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 US 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
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.
3
<PAGE> 18
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, 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's
Affiliate, State Street Bank and Trust Company, at 61 Broadway Street, New York,
New York (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 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
4
<PAGE> 19
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
5
<PAGE> 20
incorporator, partner, stockholder, officer or director, as such, past, present
or future, of the Operating Partnership or 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.
6
<PAGE> 21
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 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 and the Fourth
Supplemental Indenture dated as of August 15, 2000, the "Indenture") among the
Operating Partnership, AMB Property Corporation and 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
<PAGE> 22
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.
<PAGE> 23
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.
<PAGE> 24
IN WITNESS WHEREOF, the undersigned has caused this Parent Guarantee to
be duly executed.
Dated:
---------------
AMB PROPERTY CORPORATION
By:
-------------------------------------
Name:
Title:
<PAGE> 25
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.
<PAGE> 26
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's Affiliate, State Street Bank and Trust Company, at 61 Broadway
Street, New York, New York (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, rounded integrals
of 1,000 units of the Foreign Currency and the
remaining principal amount must be at least 1,000
units of the Foreign 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.
---------------------------------------
<PAGE> 27
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 Under Uniform Gifts to Minors Act
entireties __________
(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.
