Terms Agreement for $150,000,000 Medium-Term Notes between AMB Property, L.P. and Morgan Stanley & Co. Incorporated and J.P. Morgan Securities Inc.

Summary

AMB Property, L.P. has entered into an agreement with Morgan Stanley & Co. Incorporated and J.P. Morgan Securities Inc. for the sale of $150 million in medium-term notes. The notes have a fixed interest rate of 7.20% and mature on December 15, 2005. The agreement outlines the purchase price, interest payment dates, and other key terms. It also specifies the delivery of legal opinions and certificates at closing. The Principals will reimburse certain expenses, and the agreement can be terminated by any party with written notice.

EX-1.1 2 f68395ex1-1.txt TERMS AGREEMENT 1 EXHIBIT 1.1 AMB PROPERTY, L.P. MEDIUM-TERM NOTES TERMS AGREEMENT December 14, 2000 AMB PROPERTY, L.P. 505 Montgomery St., Suite 500 San Francisco, California 94556 Attention: General Counsel Re: Distribution Agreement dated August 15, 2000 (the "Distribution Agreement") Dear Sirs: Morgan Stanley & Co. Incorporated and J.P. Morgan Securities Inc. (the "Principals") agree to purchase your Medium-Term Notes having the following terms: ALL NOTES: - -------------------------------------------------------------------------------- Principal Amount: $150,000,000 Settlement Date and Time (Original Issue Date): DECEMBER 19, 2000 Specified Currency: UNITED STATES DOLLAR Maturity Date: DECEMBER 15, 2005 Form: BOOK ENTRY Trade Date: DECEMBER 14, 2000 Exchange Rate Agent: STATE STREET BANK & TRUST Price to Public: 99.857% ($149,785,500) COMPANY OF CALIFORNIA, N.A. Interest Payment Dates: JUNE 15 AND DECEMBER 15, Agent's Commission or Discount: 0.600% ($900,000) COMMENCING JUNE 15, 2001 Regular Record Dates: MAY 31 AND NOVEMBER 30, Net Proceeds to Issuer: 99.257% ($148,885,500) COMMENCING MAY 31, 2001 Redemption: NOT APPLICABLE Authorized Denomination: $1,000 OR INTEGRAL Redemption Commencement Date: MULTIPLES THEREOF Initial Redemption Percentage: Annual Redemption Percentage Reduction: Discount Note: NOT APPLICABLE Repayment: NOT APPLICABLE Issue Price: Optional Repayment Date(s): Total Amount of OID: Repayment Price: Yield to Maturity: Initial Accrual Period:

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FIXED RATE NOTES: FLOATING RATE NOTES: - --------------------------------------- -------------------------------------- Interest Rate: 7.20% Initial Interest Rate: Other/Additional Terms: Calculation Agent: THE NOTES WILL INITIALLY BE LIMITED Interest Rate Basis: TO $150,000,000 IN AGGREGATE PRINCIPAL AMOUNT. THE OPERATING Index Maturity: PARTNERSHIP MAY CREATE AND ISSUE ADDITIONAL NOTES WITH THE SAME Interest Reset Frequency: TERMS AS THE NOTES ISSUED HEREUNDER SO THAT THE ADDITIONAL Initial Interest Reset Date: NOTES WILL BE COMBINED WITH THIS INITIAL ISSUANCE OF NOTES. Interest Reset Date(s): Interest Determination Date(s): Maximum Interest Rate: Minimum Interest Rate: Spread: Spread Multiplier: Interest Category: Other/Additional Terms:
The provisions of Sections 1, 2(b), 2(c), 3 through 6, and 9 through 13 of the 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 any party upon the giving of written notice of such termination to the other parties hereto, 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 shall be delivered to the Principals: 1. An opinion, dated as of the Settlement Date, of Latham & Watkins, outside counsel for the Operating Partnership and the Guarantor, with respect to the items set forth in Section 4(b)(i) of the Distribution Agreement. 2 3 2. An opinion, dated as of the Settlement Date, of Tamra D. Browne, General Counsel to the Guarantor, with respect to the item set forth in Section 4(b)(ii) of the Distribution Agreement. 3. An opinion, dated as of the Settlement Date, of Gibson, Dunn & Crutcher LLP, counsel for the Agents, in form and substance satisfactory to the Principals. 4. A certificate, dated as of the Settlement Date, in form and substance reasonably satisfactory to the Principals of the same tenor as the certificate referred to in Section 4(c) of the Distribution Agreement. 5. A letter from Arthur Andersen LLP, independent public accountants, dated as of the Settlement Date, in form and substance satisfactory to the Principals of the same tenor as the certificate referred to in Section 4(d) of the Distribution Agreement. 6. Such other information, certificates and documents as the Principals may reasonably require. The Principals hereby agree to reimburse the Operating Partnership and the Guarantor for certain expenses totaling $150,000. [Remainder of the page left blank] 3 4 MORGAN STANLEY & CO., INCORPORATED J.P. MORGAN SECURITIES INC. By: MORGAN STANLEY & CO. INCORPORATED By: /s/ Michael Fusco -------------------------------- Name: Michael Fusco Title: Principal Accepted: 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 4