Exhibit 10.3 AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is made as of July 10, 2003, by and among AMB PROPERTY, L.P., a Delaware limited partnership (the "Borrower"), the BANKS listed on the signature pages hereof, JPMORGAN CHASE BANK, as Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent, and BANK ONE, N.A., COMMERZBANK, A.G., NEW YORK AND GRAND CAYMAN BRANCHES, and WACHOVIA BANK, as Documentation Agent W I T N E S S E T H: WHEREAS, the Borrower and the Banks have entered into the ended and Restated Credit Agreement, as of December 11, 2002 (the "Credit Agreement"); and WHEREAS, the parties desire to modify the Credit Agreement upon the terms and conditions set forth herein. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged the parties do hereby agree as follows: 1. Definitions. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement. 2. Alternate Currency Commitment. The reference in the definitions of "Alternate Currency Commitment" and "Alternate Currency Sublimit" to "$150,000,000" is hereby deleted and "$250,000,000" substituted therefore. In addition, each Bank's Alternate Currency Commitment shall be as set forth under the name of such Bank on the signature pages hereof, rather than on the signature pages to the Credit Agreement. 3. Dollar Currency Commitment. The reference in the definitions of "Dollar Commitment" and "Dollar Sublimit" to "$350,000,000" is hereby deleted and "$250,000,000" substituted therefore. In addition, each Bank's Dollar Commitment shall be as set forth under the name of such Bank on the signature pages hereof, rather than on the signature pages to the Credit Agreement. 4. Effective Date. This Amendment shall become effective upon receipt by the Administrative Agent of counterparts hereof signed by the Borrower and the Banks (the date of such receipt being deemed the "Effective Date"). 5. Representations and Warranties. Borrower hereby represents and warrants that as of the Effective Date, all the representations and warranties set forth in the Credit Agreement, as amended hereby (other than representations and warranties that expressly speak as of a different date), are true and complete in all material respects. 6. Entire Agreement. This Amendment constitutes the entire and final agreement among the parties hereto with respect to the subject matter hereof and there are no other agreements, understandings, undertakings, representations or warranties among the parties hereto with respect to the subject matter hereof except as set forth herein. 2 7. Governing Law. This Amendment shall be governed by, and construed in accordance with, the law of the State of New York. 8. Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart. 9. Headings, Etc. Section or other headings contained in this Amendment are for reference purposes only and shall not in any way affect the meaning or interpretation of this Amendment. 10. No Further Modifications. Except as modified herein, all of the terms and conditions of the Credit Agreement, as modified hereby shall remain in full force and effect and, as modified hereby, the Borrower confirms and ratifies all of the terms, covenants and conditions of the Credit Agreement in all respects. 3 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. AMB PROPERTY, L.P., a Delaware limited partnership By: AMB PROPERTY CORPORATION, a Maryland corporation and its sole general partner By: /s/ Gayle P. Starr -------------------------------------- Name: Gayle P. Starr Title: SVP 4 JPMORGAN CHASE BANK, as Administrative Agent and a Bank By: /s/ Susan M. Tate --------------------------------------------- Name: SUSAN M. TATE Title: VICE PRESIDENT Dollar Commitment: $6,700,000 Alternate Currency Commitment: $33,300,000 5 J.P. MORGAN EUROPE LIMITED, as Administrative Agent By: /s/ N. Hall /s/ S. Gillies ------------------ ------------------------ Name: N. Hall S. Gillies Title Associate Associate By: --------------------------------------------- Name: Title: 6 BANK OF AMERICA, N.A., as Syndication Agent and as a Bank By: /s/ Frank H. Stumpf --------------------------------------------- Name: Frank H. Stumpf Title: Principal Dollar Commitment: $6,700,000 Alternate Currency Commitment: $33,300,000 7 J.P. MORGAN SECURITIES, INC. as Joint Lead Arranger and Joint Bookrunner By: /s/ James M. Reilly ---------------------------------------------- Name: James M. Reilly Title: Vice President 8 BANC OF AMERICA SECURITIES LLC, as Joint Lead Arranger and Joint Bookrunner By: /s/ Robert N. Allen ---------------------------------------------- Name: Robert N. Allen Title: Principal 9 BANK ONE, NA, as Documentation Agent and as a Bank By: /s/ Timothy J. Carew ---------------------------------------------- Name: Timothy J. Carew Title: Director, Capital Markets Dollar Commitment: $9,000,000 Alternate Currency Commitment: $31,000,000 10 COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as Documentation Agent and as a Bank By: /s/ E. Marcus Perry /s/ David Buettner ---------------------------- ------------------------ Name: E. Marcus Perry David Buettner Title: Assistant Vice President Assistant Vice President Dollar Commitment: $9,000,000 Alternate Currency Commitment: $31,000,000 11 WACHOVIA BANK, N.A. as Documentation Agent and as a Bank By: /s/ Cynthia A. Bean ---------------------------------------------- Name: Cynthia A. Bean Title: Vice President Dollar Commitment: $9,000,000 Alternate Currency Commitment: $31,000,000 12 PNC BANK, NATIONAL ASSOCIATION, as Managing Agent and as a Bank By: /s/ Paul Jamiolkowski ---------------------------------------------- Name: Paul Jamiolkowski Title: Vice President Dollar Commitment: $18,000,000 Alternate Currency Commitment: $18,000,000 13 THE BANK OF NOVA SCOTIA, ACTING THROUGH ITS SAN FRANCISCO AGENCY, as Managing Agent and as a Bank By: /s/ Kate Pigott ---------------------------------------------- Name: Kate Pigott Title: Director Dollar Commitment: $18,000,000 Alternate Currency Commitment: $18,000,000 14 WELLS FARGO BANK, N.A., as Managing Agent and as a Bank By: /s/ Diana Giacomini ---------------------------------------------- Name: Diana Giacomini Title: Vice President Dollar Commitment: $36,000,000 Alternate Currency Commitment: $0 15 KEYBANK NATIONAL ASSOCIATION, as Co-Agent and as a Bank By: /s/ Lowell Dwyer ---------------------------------------------- Name: Lowell Dwyer Title: VP Dollar Commitment: $32,000,000 Alternate Currency Commitment: $0 16 SOUTHTRUST BANK, as a Bank By: /s/ Ann Peck ---------------------------------------------- Name: Ann Peck Title: Assistant Vice President Dollar Commitment: $30,000,000 Alternate Currency Commitment: $0 17 UNION BANK OF CALIFORNIA, N.A., as a Bank By: /s/ David B. Murphy ---------------------------------------------- Name: David B. Murphy Title: Senior Vice President Dollar Commitment: $25,000,000 Alternate Currency Commitment: $0 18 ING CAPITAL LLC, as a Bank By: /s/ David A. Mazujian ---------------------------------------------- Name: David A. Mazujian Title: Managing Director and Group Head Dollar Commitment: $10,000,000 Alternate Currency Commitment: $10,000,000 19 THE NORTHERN TRUST COMPANY, as a Bank By: /s/ Anne Hafer ---------------------------------------------- Name: Anne Hafer Title: SVP Dollar Commitment: $10,000,000 Alternate Currency Commitment: $10,000,000 20 SOCIETE GENERALE, as a Bank By: /s/ Scott Gosslee ---------------------------------------------- Name: Scott Gosslee Title: Director Dollar Commitment: $0 Alternate Currency Commitment: $20,000,000 21 ALLIED IRISH BANKS PLC, as a Bank By: /s/ Anthony O'Reilly ---------------------------------------------- Name: Anthony O'Reilly Title: Vice President By: /s/ Hilary Patterson ---------------------------------------------- Name: Hilary Patterson Title: Vice President Dollar Commitment: $10,600,000 Alternate Currency Commitment: $4,400,000 22 SUMITOMO MITSUI BANKING CORPORATION, as a Bank By: /s/ David A. Buck ---------------------------------------------- Name: David A. Buck Title: Senior Vice President Dollar Commitment: $10,000,000 Alternate Currency Commitment: $10,000,000 23 CHANG HWA COMMERCIAL BANK, LTD., LOS ANGELES BRANCH as a Bank By: /s/ Jim Chen ---------------------------------------------- Name: Jim Chen Title: VP & General Manager Dollar Commitment: $10,000,000 Alternate Currency Commitment: $0 24