Terms Agreement dated as of August 30, 2001 by and among Lehman Brothers Inc., AMB Property, L.P. and AMB Property Corporation
EX-1.1 3 f75823ex1-1.txt EXHIBIT 1.1 1 EXHIBIT 1.1 AMB PROPERTY, L.P. MEDIUM-TERM NOTES TERMS AGREEMENT August 30, 2001 AMB Property, L.P. Pier 1, Bay 1 San Francisco, California 94111 Attention: General Counsel Re: Distribution Agreement dated August 15, 2000 (the "Distribution Agreement") between AMB Property, L.P. and Morgan Stanley & Co. Incorporated and the other Agents named therein We agree to purchase your fixed rate Medium-Term Notes (the "Notes") having the following terms:
With respect to this issuance only, for all purposes with respect to the Notes and the Guarantees and the purchase and issuance thereof, we shall be deemed to be a party to and an Agent under the Distribution Agreement, as reflected on the letter attached as Schedule I hereto, and shall, without limitation of the foregoing, be entitled to the benefit of the representations, warranties, covenants and agreements of AMB Property, L.P. and AMB Property Corporation contained therein. The provisions of Sections 1, 2(b), 2(c), 3 through 6, and 9 through 13 of the 2 Distribution Agreement and the related definitions are incorporated by reference herein and shall be deemed to have the same force and effect as if set forth in full herein. This Terms Agreement may be terminated at any time by any party upon the giving of written notice of such termination to the other parties herein, but without prejudice to any rights, obligations or liabilities of any party hereto accrued or incurred prior to such termination. The termination of the Distribution Agreement shall not require termination of this Terms Agreement, and the termination of this Terms Agreement shall not require termination of the Distribution Agreement. This Agreement is also subject to termination on the terms incorporated by reference herein. If this Agreement is terminated, the provisions of Sections 3(h), 6, 9, 10 and 13 of the Distribution Agreement shall survive for the purposes of this Agreement. On the Settlement Date, the following information, opinions, certificates, letters and documents referred to in Section 4 of the Distribution Agreement shall be delivered to Lehman Brothers Inc. ("Lehman"): (i) reliance letter of Latham & Watkins permitting Lehman to rely upon the opinion of Latham & Watkins, dated December 19, 2000, addressed to the Agents therein, (ii) reliance letter of Tamra D. Browne, General Counsel to AMB Property, L.P., permitting Lehman to rely upon the opinion of Tamra D. Browne, dated December 19, 2000, addressed to the Agents therein, (iii) certificate on behalf of the AMB Property Corporation referred to in Section 4(c), and (iv) the comfort letter of Arthur Andersen LLP, dated August 30, 2001, addressed to the Agents therein. In addition, a certificate of the Secretary of AMB Property, L.P. and AMB Property Corporation shall be delivered to Lehman. LEHMAN BROTHERS INC. By: /s/ Martin Goldberg ------------------- Name: Martin Goldberg Title: Senior Vice President ACCEPTED AND AGREED AMB PROPERTY, L.P. By: AMB Property Corporation, its General Partner By: /s/ Michael A. Coke --------------------- Name: Michael A. Coke Title: Chief Financial Officer and Executive Vice President AMB PROPERTY CORPORATION By: /s/ Michael A. Coke ---------------------- Name: Michael A. Coke Title: Chief Financial Officer and Executive Vice President 3 Schedule I August 30, 2001 Morgan Stanley & Co. Incorporated 1585 Broadway New York, N.Y. 10036 and the other Agents listed on Exhibit A hereto Re: Addition of Lehman Brothers Inc. as Agent under Distribution Agreement Dear Sirs: We hereby notify you that we have added Lehman Brothers Inc. ("Lehman") as an Agent under the Distribution Agreement dated August 15, 2000 between the Agents set forth on Schedule II thereto, AMB Property, L.P. and AMB Property Corporation (the "Distribution Agreement") with respect to the sale (the "Sale") of $25,000,000 principal amount of medium-term notes to Lehman as principal. Lehman has been added as an Agent only with respect to the Sale. This notice shall constitute a supplement to the Distribution Agreement. By signing below, the undersigned Agents under the Distribution Agreement hereby waive the notice specified in Section 11 of the Distribution Agreement with respect to such addition of Lehman as an Agent as set forth above. 4 AMB PROPERTY, L.P. By: AMB Property Corporation, its General Partner By: /s/ Michael A. Coke -------------------------------------- Name: Michael A. Coke Title: Chief Financial Officer and Executive Vice President AMB PROPERTY CORPORATION By: /s/ Michael A. Coke -------------------------------------- Name: Michael A. Coke Title: Chief Financial Officer and Executive Vice President Accepted and Acknowledged: Morgan Stanley & Co. Incorporated By: /s/ Eric Dobi -------------- Name: Eric Dobi Its: Vice President Banc of America Securities LLC By: /s/ Lily Chang --------------- Name: Lily Chang Its: Principal Banc One Capital Markets, Inc. By: /s/ Catherine Cokic -------------------- Name: Catherine Cokic Its: Associate Director 5 Chase Securities Inc. By: /s/ Huw Richards ----------------- Name: Huw Richards Its: Vice President Merrill Lynch, Pierce, Fenner & Smith Incorporated By: /s/ N. Kennan -------------- Name: N. Kennan Its: Authorized Signatory J.P. Morgan Securities Inc. By: /s/ Jose C. Padilla -------------------- Name: Jose C. Padilla Its: Vice President Salomon Smith Barney Inc. By: /s/ Peter Aherne ----------------- Name: Peter Aherne Its: Managing Director 6 Exhibit A Banc of America Securities LLC 101 North Tryon Street 7th Floor Charlotte, N.C. 28255 Banc One Capital Markets, Inc. 1 Bank One Plaza Chicago, IL. 60670 Chase Securities Inc. 270 Park Avenue New York, N.Y. 10017 Merrill Lynch, Pierce, Fenner & Smith Incorporated World Financial Center North Tower 250 Vesey Street New York, N.Y. 10281 J.P. Morgan Securities Inc. 270 Park Avenue New York, N.Y. 10017 Salomon Smith Barney Inc. 388 Greenwich Street 32nd Floor New York, N.Y. 10013
