PART I. FINANCIAL INFORMATION

EX-10.1 4 f92377exv10w1.txt EXHIBIT 10.1 Exhibit 10.1 AMB PROPERTY II, L.P. FIRST AMENDMENT TO ELEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP This First Amendment (this "Amendment") is made as of July 14, 2003 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 Eleventh Amended and Restated Agreement of Limited Partnership of the Partnership dated as of July 31, 2002 (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 7.3D(ii) of the Partnership Agreement, the Partnership Agreement may be amended by the General Partner to reflect a reduction in Partnership Units in accordance with the Partnership Agreement; and WHEREAS, on the date hereof, the Partnership has repurchased and redeemed 66,300 of the Partnership's 7.95% Series F Cumulative Redeemable Preferred Units (the "Series F Preferred Units") from Bailard, Biehl & Kaiser Technology Exchange Fund, LLC, a Delaware limited liability company (the "Series F Limited Partner") pursuant to the terms of a Preferred Unit Repurchase Agreement, entered into by and among the Partnership, the General Partner and the Series F Limited Partner; and WHEREAS, pursuant to the authority granted to the General Partner under the Partnership Agreement, the General Partner desires to amend Exhibit A of this Agreement to reflect the reduction of outstanding Series F Preferred Units reflected on Exhibit A hereto; and 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. 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 1 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. [Remainder of Page Left Intentionally Blank] 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 A. Coke ---------------------------------------- Michael A. 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 A. Coke ---------------------------------------- Michael A. Coke Executive Vice President and Chief Financial Officer GENERAL PARTNER OF COMMON LIMITED PARTNER: AMB PROPERTY CORPORATION, a Maryland corporation By: /s/ Michael A. Coke ---------------------------------------- Michael A. 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 A. Coke ---------------------------------- Michael A. 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

IV. SERIES E PREFERRED UNITS

V. SERIES F PREFERRED UNITS

VI. SERIES G PREFERRED UNITS

VII. SERIES H PREFERRED UNITS

VIII. SERIES I PREFERRED UNITS