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:
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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:
FIXED RATE NOTES: FLOATING RATE NOTES:
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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.
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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]
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MORGAN STANLEY & CO., INCORPORATED
J.P. MORGAN SECURITIES INC.
By: MORGAN STANLEY & CO. INCORPORATED
By: /s/ Michael Fusco
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Name: Michael Fusco
Title: Principal
Accepted:
AMB PROPERTY, L.P.
By: AMB Property Corporation,
its General Partner
By: /s/ Michael A. Coke
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Name: Michael A. Coke
Title: Chief Financial Officer and
Executive Vice President
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