Looking for an agreement? Search from over 1 million agreements now.

Calculation Agency Agreement

This is an actual contract by Prologis.
Browse the agreement preview below and buy the entire agreement for $35
Search This Document

This Calculation Agency Agreement (the "Agreement"), dated as of ___________, 1998, is made between AMB Property, L.P. (the "Operating Partnership") and Morgan Stanley & Co. Incorporated (the "Calculation Agent").

The Operating Partnership proposes to issue and sell its Reset Put Securities ("REPS(SM)") (the "Notes"), constituting a series of Notes, described in the Prospectus dated __________, 1998 (the "Prospectus") and issued pursuant to an indenture dated as of ________, 1998, as supplemented and amended from time to time (the "Indenture"), among the Operating Partnership, AMB Property Corporation, certain of the Operating Partnership's subsidiaries and __________, as trustee, in an aggregate principal amount of $___________. The Notes will be issued and the terms thereof established in accordance with the Indenture, the form of note attached hereto as Appendix A (the "Form of Note") and the Prospectus, ________, 1998, included in the registration statement on Form S-11 filed with the Securities and Exchange Commission (the "Commission") (Registration No. _________). The interest rate on the Notes will be___% upon issuance and may be reset in accordance with Section 3 hereof and the Form of Note. Capitalized terms used but not defined herein shall have the same meanings as in the Indenture.

SECTION 1. Appointment of Calculation Agent. The Operating Partnership hereby appoints Morgan Stanley & Co. Incorporated as the Calculation Agent for the purpose of calculating the Coupon Reset Rate (as defined below).

SECTION 2. Status of Calculation Agent. Any acts taken by the Calculation Agent under this Agreement or in connection with any Notes, including, specifically, but without limitation, the calculation of any interest rate for the Notes, shall be deemed to have been taken by the Calculation Agent solely in its capacity as an agent acting on behalf of the Operating Partnership and shall not create or imply any obligation to, or any agency or trust relationship with, any of the owners or holders of the Notes.

SECTION 3. Coupon Reset Process. If the Call Option is exercised in accordance with the terms of the Form of Note and the Indenture, then the following steps (the "Coupon Reset Process") shall be taken in order to determine the interest rate to be paid on the Notes from and including the Coupon Reset Date to the Stated Maturity Date (the "Coupon Reset Rate"). The Operating Partnership and the Calculation Agent shall use reasonable efforts to cause the actions contemplated below to be completed in as timely a manner as possible.

(i) The Operating Partnership shall provide the Calculation Agent
with (a) a list (the "Dealer List"), no later than five Business Days
prior to the Coupon Reset Date, containing the names and addresses of
three dealers, one of which shall be Morgan


Stanley & Co. Incorporated, from whom the Operating Partnership desires
the Calculation Agent to obtain the Bids (as defined below) for the
purchase of the Notes, and (b) such other material as may reasonably be
requested by the Calculation Agent to facilitate a successful Coupon
Reset Process.

(ii) Within one Business Day following receipt by the Calculation
Agent of the Dealer List, the Calculation Agent shall provide to each
dealer ("Dealer") on the Dealer List (a) a copy of the Prospectus
relating to the offering of the Notes, (b) a copy of the Form of Note
and (c) a written request that each such Dealer submit a Bid to the
Calculation Agent by 12:00 noon, New York time, on the third Business
Day prior to the Coupon Reset Date (the "Bid Date"). The time on the Bid
Date upon which Bids will be requested may be changed by the Calculation
Agent, acting in its sole and absolute discretion to as late as 3:00
p.m. New York time. "Bid" shall mean an irrevocable written offer given
by a Dealer for the purchase of all of the Notes settling on the Coupon
Reset Date, and shall be quoted by such Dealer as a stated yield to
maturity on the Notes ("Yield to Maturity"). Each Dealer shall also be
provided with (a) the name of the Operating Partnership, (b) an estimate
of the Purchase Price (which shall be stated as a US Dollar amount and
be calculated by the Calculation Agent in accordance with clause (iii)
below), (c) the principal amount and Stated Maturity Date of the Notes
and (d) the method by which interest will be calculated on the Notes.

(iii) The purchase price to be paid by any Dealer for the Notes
(the "Purchase Price") shall be equal to (a) the total principal amount
of the Notes, plus (b) a premium (the "Notes Premium") which shall be
equal to the excess, if any, on the Coupon Reset Date of (1) the
discounted present value to the Coupon Reset Date of a bond with a
maturity of ________, 2015 which has an interest rate of ____%,
semi-annual interest payments on each _______ and _______, commencing
_______, 2005, and a principal amount equal to the principal amount of
the Notes, and assuming a discount rate equal to the Call Option
Treasury Rate over (2) the principal amount of Notes. The "Call Option
Treasury Rate" means the per annum rate equal to the offer side yield to
maturity of the current on-the-run 10-year United States Treasury
Security per Telerate page 500, or any successor page at 11:00 am., New
York time, on the Bid Date (or such other date and time that may be
agreed upon by the Operating Partnership and the Calculation Agent) or,
if such rate does not appear on Telerate page 500, or any successor page
at such time, the rates on GovPX End-of-Day Pricing at 3:00 p.m., New
York time, on the Bid Date (or such other date and time that may be
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |