EXHIBIT 1.1 AMB PROPERTY, L.P. MEDIUM-TERM NOTES TERMS AGREEMENT January 4, 2001 AMB Property, L.P. Pier 1, Bay 1 San Francisco, California 94111 Attention: General Counsel Re: Distribution Agreement dated August 15, 2000 (the "Distribution Agreement") between AMB Property, L.P. and Morgan Stanley & Co. Incorporated and the other Agents named therein We agree to purchase your fixed rate Medium-Term Notes (the "Notes") having the following terms: Principal Amount: $25,000,000 Settlement Date: January 9, 2001 Specified Currency: United States Dollars Maturity Date: January 30, 2006 Form: Book Entry Trade Date: January 4, 2001 Interest Payment Dates: January 30 and July 30, Agent's Commission or Discount: .500% commencing July 30, 2001 ($125,000) Redemption and Repayment: Not subject Net Proceeds to Issuer: 99.5% to redemption or repayment prior to maturity ($24,875,000) Price to Public: 100% of principal amount Authorized Denomination: $1,000 and integral multiples thereof Interest Rate: 6.90% Regular Record Dates: the January 15 and July 15 before each Interest Payment Date Other/Additional Terms: THE NOTES WILL INITIALLY BE LIMITED TO $25,000,000 IN AGGREGATE PRINCIPAL AMOUNT. THE OPERATING PARTNERSHIP MAY CREATE AND ISSUE ADDITIONAL NOTES WITH THE SAME TERMS AS THE NOTES ISSUED HEREUNDER SO THAT THE ADDITIONAL NOTES WILL BE COMBINED WITH THIS INITIAL ISSUANCE OF NOTES.
With respect to this issuance only and subject to execution by the Agents under the Distribution Agreement of the waiver attached as Schedule I hereto, for all purposes with respect to the Notes, we shall be deemed to be a party to and an Agent under the Distribution Agreement, and shall, without limitation of the foregoing, be entitled to the benefit of the representations, warranties, covenants and agreements of the Operating Partnership and the Guarantor contained therein. 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 by any party upon the giving of written notice of such termination to the other parties herein, 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 referred to in Section 4 of the Distribution Agreement shall be delivered to A.G. Edwards & Sons, Inc.: opinions of counsel referred to in Sections 4(b)(i), (ii), (iii) and (iv), certificate on behalf of the Guarantor referred to in Section 4(c) and comfort letter referred to in Section 4(d). A.G. EDWARDS & SONS, INC. By: /s/ RICHARD A. RYFFEL ------------------------------- Name: Richard A. Ryffel Title: Vice President ACCEPTED AND AGREED AMB PROPERTY, L.P. By: AMB Property Corporation, its General Partner By: /s/ MICHAEL A. COKE -------------------------------- Name: Michael A. Coke Title: Chief Financial Officer AMB PROPERTY CORPORATION By: /s/ MICHAEL A. COKE -------------------------------- Name: Michael A. Coke Title: Chief Financial Officer Schedule I January 4, 2001 Morgan Stanley & Co. Incorporated 1585 Broadway New York, N.Y. 10036 and the other Agents listed on Exhibit A hereto Re: Addition of A.G. Edwards as Agent under Distribution Agreement Dear Sirs: We hereby notify you that we have added A.G. Edwards & Sons, Inc. ("A.G. Edwards") as an Agent under the Distribution Agreement dated August 15, 2000 between the Agents set forth on Schedule II thereto, AMB Property, L.P. and AMB Property Corporation (the "Distribution Agreement") with respect to the sale (the "Sale") of $25,000,000 principal amount of medium-term notes to A.G. Edwards as principal. A.G. Edwards has been added as an Agent only with respect to the Sale. This notice shall constitute a supplement to the Distribution Agreement. By signing below, the undersigned Agents under the Distribution Agreement hereby waive the notice specified in Section 11 of the Distribution Agreement with respect to such addition of A.G. Edwards as an Agent as set forth above. AMB PROPERTY L.P. By: AMB Property Corporation, its General Partner By: /s/ MICHAEL A. COKE ------------------------------- Name: Michael A. Coke Title: Chief Financial Officer AMB PROPERTY CORPORATION By: /s/ MICHAEL A. COKE ------------------------------- Name: Michael A. Coke Title: Chief Financial Officer Accepted and Acknowledged: Morgan Stanley & Co. Incorporated By: /s/ ERIC G. DOBI -------------------------------- Name: Eric G. Dobi Its: Vice President Banc of America Securities LLC By: /s/ RICHARD D. WILLIAMS, IV -------------------------------- Name: Richard D. Williams, IV Its: Principal Banc One Capital Markets, Inc. By: /s/ KATHERINE COKIC -------------------------------- Name: Katherine Cokic Its: Associate Director Chase Securities Inc. By: /s/ Hun L. Richards -------------------------------- Name: Hun L. Richards Its: Vice President Merrill Lynch, Pierce, Fenner & Smith Incorporated By: /s/ Scott G. Primrose -------------------------------- Name: Scott G. Primrose Its: Authorized Signatory J.P. Morgan Securities Inc. By: /s/ Robert Nordlinger -------------------------------- Name: Robert Nordlinger Its: Vice President Salomon Smith Barney Inc. By: /s/ Mark R. Patterson -------------------------------- Name: Mark R. Patterson Its: Managing Director Exhibit A Banc of America Securities LLC 101 North Tryon Street 7th Floor Charlotte, N.C. 28255 Banc One Capital Markets, Inc. 1 Bank One Plaza Chicago, IL. 60670 Chase Securities Inc. 270 Park Avenue New York, N.Y. 10017 Merrill Lynch, Pierce, Fenner & Smith Incorporated World Financial Center North Tower 250 Vesey Street New York, N.Y. 10281 J.P. Morgan Securities Inc. 60 Wall Street New York, N.Y. 10260 Salomon Smith Barney Inc. 388 Greenwich Street 32nd Floor New York, N.Y. 10013