First Amendment to Tenth Amended and Restated

EX-10.15 4 f80308ex10-15.txt FIRST AMENDMENT TO TENTH AMENDED AND RESTATED EXHIBIT 10.15 AMB PROPERTY II, L.P. FIRST AMENDMENT TO TENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP This First Amendment (this "Amendment") is made as of January 1, 2002, by AMB PROPERTY HOLDING CORPORATION, a Maryland corporation, as general partner (the "General Partner") of AMB PROPERTY II, 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 Tenth Amended and Restated Agreement of Limited Partnership of the Partnership dated as of December 6, 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 transfers effective as of the end of the day on December 31, 2001 (i) by J.P. Morgan Mosaic Fund, LLC of 1,595,337 Series D Preferred Units to JPM Mosaic I REIT, Inc., (ii) by J.P. Morgan Mosaic Fund IV, LLC of 840,000 Series H Preferred Units to JPM Mosaic IV REIT, Inc. and (iii) J.P. Morgan Chase Mosaic Fund V, LLC of 510,000 Series I Preferred Units to JPM Mosaic V REIT, Inc. 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 HOLDING CORPORATION, a Maryland corporation By: /s/ Michael Coke -------------------------------------- Michael Coke Executive Vice President and Chief Financial Officer COMMON LIMITED PARTNER: AMB PROPERTY, L.P., a Delaware limited partnership By: AMB Property Corporation, its general partner By: /s/ Michael Coke -------------------------------------- Michael Coke Executive Vice President and Chief Financial Officer GENERAL PARTNER OF COMMON LIMITED PARTNER: AMB PROPERTY CORPORATION, a Maryland corporation By: /s/ Michael Coke -------------------------------------- Michael Coke Executive Vice President and Chief Financial Officer S-1 LIMITED PARTNERS: By: AMB PROPERTY HOLDING 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-2 EXHIBIT A PARTNERS, CONTRIBUTIONS, AND PARTNERSHIP INTERESTS I. COMMON UNITS

EXHIBIT A PARTNERS, CONTRIBUTIONS, AND PARTNERSHIP INTERESTS II. SERIES C PREFERRED UNITS

III. SERIES D PREFERRED UNITS

ii IV. SERIES E PREFERRED UNITS

V. SERIES F PREFERRED UNITS

VI. SERIES G PREFERRED UNITS

VII. SERIES H PREFERRED UNITS

iii VIII. SERIES I PREFERRED UNITS