Exhibit 25.1

 

 

 

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)

U.S. BANK NATIONAL ASSOCIATION

(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)

Beverly A. Freeney
U.S. Bank National Association
100 Wall Street
New York, NY 10005
(212) 361-(2893)
(Name, address and telephone number of agent for service)

AMB Property, L.P.		Delaware		94-3285362
(Exact name of obligor as		(State or other jurisdiction of		(I. R. S. Employer
specified in its charter)		incorporation or organization)		Identification No.)

Pier 1, Bay 1
San Francisco, CA 94111
(Address of principal executive offices)

AMB Property, L.P. Series C Medium Term Notes guaranteed by AMB Property Corporation
(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.

     Yes

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

None

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 as Exhibit 6.
	7.		Report of Condition of the Trustee as of March 31, 2004, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

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 to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, State of New York on the 4th of August, 2006.

		U.S. BANK NATIONAL ASSOCIATION
		By:		/s/ Beverly A. Freeney
				Beverly A. Freeney
				Vice President

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: August 9, 2006

		U.S. BANK NATIONAL ASSOCIATION
		By:		/s/ Beverly A. Freeney
				Beverly A. Freeney
				Vice President

Exhibit 7

U.S. Bank National Association
Statement of Financial Condition
As of 3/31/2006

($000’s)

		3/31/2006
Assets
Cash and Due From Depository Institutions		$	7,050,967
Securities			39,215,391
Federal Funds			3,114,744
Loans & Lease Financing Receivables			135,184,791
Fixed Assets			1,737,385
Intangible Assets			11,754,046
Other Assets			10,882,988
Total Assets		$	208,940,312
Liabilities
Deposits		$	132,810,195
Fed Funds			12,304,517
Treasury Demand Notes			0
Trading Liabilities			252,318
Other Borrowed Money			28,673,468
Acceptances			0
Subordinated Notes and Debentures			6,432,494
Other Liabilities			6,859,284
Total Liabilities		$	187,332,276
Equity
Minority Interest in Subsidiaries		$	1,029,155
Common and Preferred Stock			18,200
Surplus			11,804,040
Undivided Profits			8,756,641
Total Equity Capital		$	21,608,036
Total Liabilities and Equity Capital		$	208,940,312

To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association

By:		/s/ Beverly A. Freeney
		Vice President

Date: August 8, 2006