Registration Nos. 333-161347 and 333-161347-01

 

 

securities and exchange commission

Washington, D.C. 20549

 

FORM T-1

STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)

(Exact name of Trustee as specified in its charter)

31-0841368
I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota		55402
(Address of principal executive offices)		(Zip Code)

Brad E. Scarbrough
U.S. Bank National Association
633 W. 5^TH Street, 24^th Floor
Los Angeles, CA 90071
(213) 615-6047
(Name, address and telephone number of agent for service)

AMB Property, L.P.
(Issuer with respect to the Securities)

Delaware		94-3285362
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Pier 1, Bay 1 San Francisco, CA.		94111
(Address of Principal Executive Offices)		(Zip Code)

(Title of the Indenture Securities)

 

 

FORM T-1

Item 1.		GENERAL INFORMATION. Furnish the following information as to the Trustee.

a)

Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency
Washington, D.C.

b)

Whether it is authorized to exercise corporate trust powers.

Trustee is authorized to exercise corporate trust powers.

Item 2.		AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

     None

In answering this item, the trustee has relied, in part, upon information furnished by the obligor and the underwriters, and has also examined its own books and records for the purpose of answering this item.

Items 3-15		Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16.		LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

	1.		A copy of the Articles of Association of the Trustee.*
	2.		A copy of the certificate of authority of the Trustee to commence business.*
	3.		A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*
	4.		A copy of the existing bylaws of the Trustee.**
	5.		A copy of each Indenture referred to in Item 4. Not applicable.
	6.		The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached hereto as Exhibit 6.
	7.		A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority is annexed hereto as Exhibit 7 and made a part hereof.

NOTE

     The answers to this statement insofar as such answers relate to what persons have been underwriters for any securities of the obligors within three years prior to the date of filing this statement, or what persons are owners of 10% or more of the voting securities of the obligors, or affiliates, are based upon information furnished to the Trustee by the obligors.

SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Los Angeles, State of California on the 18th of November, 2009.

Exhibit 6

CONSENT

     In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: November 18th, 2009

Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 09/30/2009

($000’s)

09/30/2009

Assets
Cash and Due from Depository Institutions		$	5,280,939
Federal Reserve Stock			0
Securities			40,563,378
Federal Funds			3,740,525
Loans & Lease Financing Receivables			179,125,128
Fixed Assets			3,215,157
Intangible Assets			12,762,329
Other Assets			15,255,526
Total Assets		$	259,942,982
Liabilities
Deposits		$	180,624,239
Fed Funds			2,424,160
Treasury Demand Notes			8,527,185
Trading Liabilities			469,006
Other Borrowed Money			28,305,774
Acceptances			0
Subordinated Notes and Debentures			7,779,967
Other Liabilities			6,311,437
Total Liabilities		$	234,441,768
Equity
Minority Interest in Subsidiaries		$	0
Common and Preferred Stock			18,200
Surplus			12,642,020
Undivided Profits			11,200,007
Noncontrolling (minority) interests in consolidated subsidiaries			1,640,987
Total Equity Capital		$	25,501,214
Total Liabilities and Equity Capital		$	259,942,982