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Put Agreement

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Sectors: Real Estate
Governing Law: Delaware, View Delaware State Laws
Effective Date: September 24, 2004
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PUT AGREEMENT


THIS PUT AGREEMENT ("Agreement") is dated as of September 24, 2004 (the "Effective Date"), by and between ROBERT PATTILLO PROPERTIES, INC., a Georgia corporation ("Contributor"), and AMB PROPERTY, L.P., a Delaware limited partnership ("AMB").


RECITALS


A. Contributor and AMB Property II, L.P., a Delaware limited partnership ("AMB
II"), have previously entered into that certain Contribution Agreement
dated as of September 24, 2004 (the "Contribution Agreement"), whereby
Contributor has received certain Series N Preferred Units of AMB II
("Units") in exchange for certain Properties (as defined in the
Contribution Agreement).


B. Contributor and AMB hereby desire to provide for certain put rights with
respect to the Units on the terms and conditions set forth herein.


NOW THEREFORE, in consideration of the promises, terms and conditions contained herein and such other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Contributor and AMB hereby agree as follows:


1. Defined Terms and Recitals. All capitalized terms used herein but not otherwise defined herein shall have the meanings set forth in the Contribution Agreement. Contributor and AMB hereby agree that the recitals set forth hereinabove are true and correct and incorporated into this Agreement.


2. Contributor's Put Option. Contributor shall have the right to sell all, but not less than all, of the Units by giving written notice (the "Put Notice") to AMB between June 1, 2005 and January 15, 2006 (inclusive of such dates)("Contributor's Put Period") of Contributor's exercise of this put right. Upon timely delivery of the Put Notice to AMB, Contributor shall sell all, but not less than all, of the Units owned by Contributor to AMB or its designee (which designee cannot be AMB II or any entity wholly owned by AMB II and as to which designee all necessary consents shall have been obtained) and AMB or its designee (which designee cannot be AMB II or any entity wholly owned by AMB II and as to which designee all necessary consents shall have been obtained) shall purchase all such Units for cash at a price equal to (i) Fifty Dollars ($50) per Unit (the "Put Payment") plus (ii) any accrued but unpaid Preferred Return through the date of the closing of such purchase.


3. Procedures.


(a) The closing of the purchase and sale contemplated by this Agreement (the "Put Closing") shall occur on the date that is twenty (20) days after the date of the Put Notice (the "Put Closing Date"). At the closing, Contributor shall execute and deliver all such documents and take such further action as shall be necessary or appropriate to assign its interest in the Units to AMB free and clear of all liens and encumbrances, including, without limitation, an assignment of Units in the form attached hereto as Exhibit A. The purchase price shall be paid by wire transfer of immediately available funds.


(b) If the application of Section 11.6 of AMB II's Partnership Agreement would prevent the transfer of the Units pursuant to this Put Agreement, as determined by AMB II's general partner, in its sole and absolute discretion, then (i) the Put Closing Date shall be automatically extended to the date as of which AMB (or its Designee) is able to acquire (and actually does acquire) the Units pursuant to this Put Agreement and in compliance with the provisions of Section 11.6 of AMB II's Partnership Agreement (with such closing to occur on a date designated in a written notice from AMB to Contributor)(the "Extended Closing Date"), and (ii) AMB shall (or AMB shall cause an Affiliate of AMB to) make a loan to Contributor on the date on which the Put Closing Date would have occurred if the transfer of the Units was not prevented by the application of Section 11.6 of AMB II's Partnership Agreement, which loan shall be in the principal amount of the Put Payment (the "Put Loan"). The Put Loan shall bear interest at the rate of 5.00% per annum on the outstanding principal amount of the Put Loan. Such interest shall be determined on a daily basis computed on the basis of a 360-day year of twelve 30-day months (or actual days for any month which is shorter than a full monthly period), which interest shall be payable as and when payments of the Series N Preferred Return (as defined in AMB II's Partnership Agreement) are payable on the Units and Contributor and AMB agree that the obligation of AMB II to pay the Series N Preferred Return on the Units and Contributor's obligation to pay interest on the Put Loan shall be deemed satisfied by offsetting the amounts payable by AMB II against the corresponding interest payments that are due from Contributor under the Put Loan; provided, however, that AMB II shall remain responsible for paying to Contributor in accordance with AMB II's Partnership Agreement any Series N Preferred Return which remains accrued and unpaid as of the date that the Put Loan is made and such amounts shall not be offset against interest payable under the Put Loan. The Put Loan shall be payable in full on the Extended Closing Date, and the amount payable under the Put Loan shall be offset against the corresponding amount payable by AMB or its Designee pursuant to this Put Agreement. Notwithstanding anything to the contrary contained in AMB II's Partnership Agreement or this Put Agreement, during the term of the Put Loan, Contributor shall not transfer or encumber all or any portion of the Units or Contributor's interest therein. It shall be a condition to the making of the Put Loan that the Put Loan be secured by a valid and enforceable first priority security interest on the Units (determined without regard to any restrictions under AMB II's Partnership Agreement that would otherwise prevent Contributor from granting to the maker of the
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