First Amendment to the Fifth Amended and Restated

EX-10.6 3 f80308ex10-6.txt FIRST AMENDMENT TO THE FIFTH AMENDED AND RESTATED EXHIBIT 10.6 AMB PROPERTY, L.P. FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP This First Amendment (this "Amendment") is made as of January 1, 2002 by AMB PROPERTY CORPORATION, a Maryland corporation, as general partner (the "General Partner") of AMB PROPERTY, L.P., a Delaware limited partnership (the "Partnership"), and as attorney-in fact for each of the limited partners of the Partnership (collectively, the "Limited Partners") for the purpose of amending the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership dated as of September 21, 2001 (as amended, the "Partnership Agreement"). All defined terms used herein but not defined herein have the meanings assigned to them in the Partnership Agreement. WHEREAS, pursuant to Section 11.4.A of the Partnership Agreement, the General Partner shall have the right to consent to the admission of a permitted transferee of the interest of a Limited Partner, as a Substituted Limited Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion; WHEREAS, pursuant to Section 11.4.C of the Partnership Agreement, upon the admission of a Substituted Limited Partner, the General Partner shall amend Exhibit A to reflect the name, address, number of Partnership Units and Percentage Interest of such Substituted Limited Partner and to eliminate or adjust, if necessary, the name, address and interest of the predecessor of such Substituted Limited Partner; WHEREAS, pursuant to Section 7.3D(ii) of the Partnership Agreement, the General Partner may, without the consent of the other partners, amend the Partnership Agreement to reflect the admission or substitution of partners pursuant to Article 12 of the Partnership Agreement; WHEREAS, pursuant to the authority granted under the Partnership Agreement, the General Partner desires to amend the Partnership Agreement to reflect transfer, effective as of January 1, 2002, by Goldman Sachs 1998 Exchange Place Fund, L.P. (f/k/a Greene Street 1998 Exchange Fund, L.P.) of 1,300,000 Series B Preferred Units to GSEP 1998 Realty Corp. NOW THEREFORE, pursuant to Sections 2.4 and 7.3D of the Partnership Agreement, the General Partner, on its own behalf and as attorney-in-fact for the Limited Partners, hereby amends the Partnership Agreement as follows: SECTION 1. Amendment of Exhibit A to the Partnership Agreement. Exhibit A to the Partnership Agreement is deleted in its entirety and replaced with Exhibit A attached hereto. 1 SECTION 2. Miscellaneous. 2.1 Governing Law. This Amendment shall be construed under and governed by the internal laws of the State of Delaware without regard to its conflict of laws provisions. SECTION 3. Partnership Agreement. The Partnership Agreement and this Amendment shall be read together and shall have the same effect as if the provisions of the Partnership Agreement and this Amendment were contained in one document. Any provisions of the Partnership Agreement not amended by this Amendment shall remain in full force and effect as provided in the Partnership Agreement immediately prior to the date hereof. 2 IN WITNESS WHEREOF the parties hereto have caused this Amendment to be executed as of the date set forth above by their duly authorized representatives. GENERAL PARTNER: AMB PROPERTY CORPORATION, a Maryland corporation By: /s/ Michael Coke ---------------------------------------------- Michael Coke Executive Vice President and Chief Financial Officer LIMITED PARTNERS: By: AMB PROPERTY CORPORATION, a Maryland corporation, as attorney-in-fact for each of the Limited Partners By: /s/ Michael Coke ---------------------------------------------- Michael Coke Executive Vice President and Chief Financial Officer S-1 EXHIBIT A PARTNERS, CONTRIBUTIONS, AND PARTNERSHIP INTERESTS I. COMMON UNITS

(a) Excludes 229,411 of Sub OP and Long Gate LLC shares/units and preferred partnership units. (b) Includes 934 units reserved. (c) Includes 8,268 units reserved. RECONCILIATION: ~~Total Units per above 89,904,039 Plus Sub OP & Long Gate LLC shares/units excluded (a) 229,411 Total Shares & Units as of 12/31/01 90,133,450~~

II. SERIES A PREFERRED UNITS
Agreed Value of Contribution Cash Contributed Total Partnership Percentage Name of Partner Date Contributions Property Contributions Units Interest - --------------- ------------- ------------- ------------ ------------- ----------- ---------- GENERAL PARTNER: AMB Property Corporation 7/27/98 $96,100,000 $0 $96,100,000 4,000,000 100.00000% ----------- ----------- ----------- --------- --------- TOTAL SERIES A PREFERRED UNITS $96,100,000 $0 $96,100,000 4,000,000 100.00000% =========== =========== =========== ========= =========
III. SERIES B PREFERRED UNITS
Agreed Value of Contribution Cash Contributed Total Partnership Percentage Name of Partner Date Contributions Property Contributions Units Interest - --------------- ------------- ------------- ------------ ------------- ----------- ---------- LIMITED PARTNER: Greene Street 1998 Exchange Fund, L.P. 11/12/98 $65,000,000 $0 $65,000,000 1,300,000 100.00000% Goldman Sachs 1998 Exchange Place Fund, L.P. (f/k/a Greene Street 1998 Exchange Fund, L.P.) 1/1/02 -- -- -- (1,300,000) (100.00000%) GSEP 1998 Realty Corp. 1/1/02 -- -- -- 1,300,000 100.00000% ----------- ----------- ----------- --------- --------- TOTAL SERIES B PREFERRED UNITS $65,000,000 $0 $65,000,000 1,300,000 100.00000% =========== =========== =========== ========= =========
IV. SERIES J PREFERRED UNITS
Agreed Value of Contribution Cash Contributed Total Partnership Percentage Name of Partner Date Contributions Property Contributions Units Interest - --------------- ------------- ------------- ------------ ------------- ----------- ---------- LIMITED PARTNER: GSEP 2001 Realty Corp. 8/21/01 $40,000,000 $0 $40,000,000 800,000 100.00000% ----------- ----------- ----------- --------- --------- TOTAL SERIES J PREFERRED UNITS $40,000,000 $0 $40,000,000 800,000 100.00000% =========== =========== =========== ========= =========