
<PAGE>   1
                                                                     EXHIBIT 1.1





                                  $350,000,000

                               AMB PROPERTY, L.P.

                        $100,000,000 ___% NOTES DUE 2008
                        $100,000,000 ___% NOTES DUE 2018
            $150,000,000 ___% RESET PUT SECURITIES (REPSSM) DUE 2015*





                             UNDERWRITING AGREEMENT







MAY __, 1998



*REPS is a service mark of Morgan Stanley Dean Witter & Co.



<PAGE>   2

                                                                    May __, 1998



Morgan Stanley & Co. Incorporated
Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
c/o   Morgan Stanley & Co. Incorporated
      1585 Broadway
      New York, New York 10036

Dear Sirs and Mesdames:

         AMB Property, L.P., a Delaware limited partnership (the "OPERATING
PARTNERSHIP"), proposes to issue and sell to the several Underwriters named in
Schedule I hereto (the "UNDERWRITERS"), $100,000,000 aggregate principal amount
of its ___% Notes due 2008 (the "2008 NOTES"), $100,000,000 aggregate principal
amount of its ___% Notes due 2018 (the "2018 NOTES") and $150,000,000 aggregate
principal amount of its ___% Reset Put Securities (REPSSM) due 2015 (the "REPS,"
and collectively with the 2008 Notes and the 2018 Notes, the "Securities") to be
issued pursuant to the provisions of an Indenture dated as of May __, 1998 (the
"INDENTURE") among the Operating Partnership, AMB Property Corporation, a
Maryland corporation and a guarantor of the Securities (the "REIT"), AMB
Property II, L.P., a Delaware limited partnership and a guarantor of the
Securities ("PROPERTY II"), Long Gate LLC, a Delaware limited liability company
and a guarantor of the Securities ("LONG Gate," and collectively with the REIT
and Property II, the "GUARANTORS") and ___________, as Trustee (the "Trustee").

         As used sometimes herein, the "COMPANY" shall include the Operating
Partnership, the REIT, Property II, Long Gate and the other direct and indirect
subsidiaries of the REIT and the Operating Partnership.

         Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co. and J.P. Morgan
Securities Inc. are acting as representatives of the several Underwriters and in
such capacity are hereinafter referred to as the "REPRESENTATIVES."

         The Operating Partnership has filed with the Securities and Exchange
Commission (the "COMMISSION") a registration statement on Form S-11 (File No.
333-49163), including a prospectus, relating to the Securities. The registration
statement as amended at the time it becomes effective, including the information
(if any) deemed to be part of the registration statement at the time of
effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended
(the "SECURITIES ACT"), is hereinafter referred to as the "REGISTRATION
STATEMENT"; the prospectus in the form first used to confirm sales of Securities
is referred to as the "PROSPECTUS." If the Operating Partnership has filed an
abbreviated registration statement to register additional ___% Notes due 2008,
___% Notes due 2018 or ___% Reset Put Securities (REPSSM) due 2015 pursuant to
Rule 462(b) under the Securities Act (the "RULE 462 REGISTRATION STATEMENT"),
then any reference herein to the term "REGISTRATION STATEMENT" shall be deemed
to include such Rule 462 Registration Statement.

<PAGE>   3

         1. REPRESENTATIONS AND WARRANTIES. The Operating Partnership and the
REIT, jointly and severally, represent and warrant to and agree with each of the
Underwriters that:

                  (a) The Registration Statement has become effective; no stop
         order suspending the effectiveness of the Registration Statement is in
         effect, and no proceedings for such purpose are pending before or, to
         the knowledge of the Operating Partnership and the REIT, threatened by
         the Commission.

                  (b) (i) The Registration Statement, when it became effective,
         did not contain and, as amended or supplemented, if applicable, will
         not contain any untrue statement of a material fact or omit to state a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading, (ii) the Registration Statement and
         the Prospectus comply and, as amended or supplemented, if applicable,
         will comply in all material respects with the Securities Act and the
         applicable rules and regulations of the Commission thereunder and (iii)
         the Prospectus does not contain and, as amended or supplemented, if
         applicable, will not contain any untrue statement of a material fact or
         omit to state a material fact necessary to make the statements therein,
         in the light of the circumstances under which they were made, not
         misleading, except that the representations and warranties set forth in
         this paragraph 1(b) do not apply to (A) statements or omissions in the
         Registration Statement or the Prospectus based upon information
         relating to any Underwriter furnished to the REIT in writing by such
         Underwriter through you expressly for use therein, which are (i) the
         legend on the inside front cover page of the Prospectus with respect to
         stabilizing activity and (ii) the allocation table, and the _________
         paragraphs under the caption "Underwriters" contained in the Prospectus
         or (B) that part of the Registration Statement that constitutes the
         Statement of Eligibility (Form T-1) under the Trust Indenture Act of
         1939, as amended (the "TRUST INDENTURE ACT"), of the Trustee.

                  (c) The REIT has been duly incorporated and is validly
         existing as a corporation in good standing under the laws of the State
         of Maryland, and has all power and authority necessary to own, lease
         and operate its properties and to conduct the businesses in which it is
         engaged or proposes to engage as described in the Prospectus and to
         enter into and perform its obligations under this Agreement. The REIT
         is duly qualified or registered as a foreign corporation and is in good
         standing in California and is in good standing in each other
         jurisdiction in which such qualification or registration is required,
         whether by reason of the ownership or leasing of property or the
         conduct of business, except where the failure so to qualify or be
         registered or to be in good standing in such other jurisdiction would
         not result in a material adverse effect on the consolidated financial
         position, results of operations or business of the Operating
         Partnership, the REIT and each subsidiary of the Operating Partnership
         or the REIT set forth on Schedule II hereto (each, a "SUBSIDIARY," and,
         collectively, the "SUBSIDIARIES"), taken as a whole (a "MATERIAL
         ADVERSE EFFECT").

                  (d) The Operating Partnership is a limited partnership duly
         formed and existing under and by virtue of the laws of the State of
         Delaware and is in good standing under the Delaware Revised Uniform
         Limited Partnership Act with partnership power and authority to own,
         lease and operate its properties, to conduct the business in which it


                                       2
<PAGE>   4

         is engaged or proposes to engage as described in the Prospectus and to
         enter into and perform its obligations under this Agreement. The
         Operating Partnership is duly qualified or registered as a foreign
         partnership and is in good standing in California and is in good
         standing in each other jurisdiction in which such qualification or
         registration is required, whether by reason of the ownership or leasing
         of property or the conduct of business, except where the failure so to
         qualify or be registered or to be in good standing in such other
         jurisdiction would not have Material Adverse Effect. The REIT is the
         sole general partner of the Operating Partnership and owns an
         approximate 97.1% interest in the Operating Partnership.

                  (e) Each Subsidiary has been, as the case may be, duly
         incorporated or organized, is validly existing as a partnership,
         corporation, limited liability company or real estate investment trust
         in good standing under the laws of its respective jurisdiction of
         organization, has the corporate, partnership or other power and
         authority to own its property and to conduct its business as described
         in the Prospectus and, with respect to Property II and Long Gate, to
         enter into and perform its obligations under this Agreement. Each
         Subsidiary is duly qualified to transact business and is in good
         standing in each jurisdiction in which the conduct of its business or
         its ownership or leasing of property requires such qualification,
         except to the extent that the failure to be so qualified or be in good
         standing would not have a Material Adverse Effect; all of the issued
         shares of capital stock or other ownership interests of each Subsidiary
         have been duly and validly authorized and issued, are fully paid and
         non-assessable and, except as set forth in the Prospectus, are owned
         directly or indirectly by the Operating Partnership or the REIT, free
         and clear of all liens, encumbrances, equities or claims. The REIT and
         the Operating Partnership have no subsidiaries other than the
         Subsidiaries.

                  (f) Each of the joint venture partnerships or limited
         liability companies listed on Schedule III hereto (the "JOINT
         VENTURES") has been duly formed and is validly existing as a limited
         partnership or limited liability company in good standing under the
         laws of its state of organization, with power and authority to own,
         lease and operate its properties and to conduct the business in which
         it is engaged. Each Joint Venture is duly qualified or registered as a
         foreign limited partnership or limited liability company to transact
         business in each jurisdiction in which such qualification or
         registration is required, whether by reason of the ownership or leasing
         of property or the conduct of business, except where the failure so to
         qualify or be registered would not have a Material Adverse Effect. The
         Operating Partnership, the REIT or a Subsidiary of the Operating
         Partnership or the REIT owns the partnership or other equity interest
         in each of the Joint Ventures as set forth on Schedule III hereto (the
         "JOINT VENTURE INTERESTS"), and each of the Joint Venture Interests is
         validly issued and fully paid and free and clear of any security
         interest, mortgage, pledge, lien encumbrance, claim or equity.

                  (g) This Agreement has been duly authorized, executed and
         delivered by the Operating Partnership and the Guarantors and
         constitutes the valid and binding agreement of each of them,
         enforceable against them in accordance with its terms, subject to
         applicable bankruptcy, insolvency or similar laws affecting creditors'
         rights generally and general principles of equity.


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<PAGE>   5

                  (h) The Indenture has been duly qualified under the Trust
         Indenture Act and has been duly authorized, executed and delivered by
         the Operating Partnership and the Guarantors and is a valid and binding
         agreement of each of them, enforceable in accordance with its term,
         subject to applicable bankruptcy, insolvency or similar laws affecting
         creditors' rights generally and general principles of equity.

                  (i) The Securities have been duly authorized and, when
         executed and authenticated in accordance with the provisions of the
         Indenture and delivered to and paid for by the Underwriters in
         accordance with the terms of this Agreement, will be entitled to the
         benefits of the Indenture and will be valid and binding obligations of
         the Operating Partnership, enforceable in accordance with their terms,
         subject to applicable bankruptcy, insolvency or similar laws affecting
         creditors' rights generally and general principles of equity.

                  (j) The guaranty of each of the Guarantors (the "GUARANTY,"
         and collectively, the "GUARANTEES") has been duly authorized and, when
         executed and authenticated in accordance with the provisions of the
         Indenture, will be entitled to the benefits of the Indenture and will
         be valid and binding obligations of the Guarantors, enforceable in
         accordance with their terms, subject to applicable bankruptcy,
         insolvency or similar laws affecting creditors' rights generally and
         general principles of equity.

                  (k) With respect to the REPS, each of the Calculation Agency
         Agreement and the Securities Purchase Option Agreement has been duly
         authorized, executed and delivered by the Operating Partnership and is
         a valid and binding agreement of the Operating Partnership, enforceable
         in accordance with its terms, subject to applicable bankruptcy,
         insolvency or similar laws affecting creditors' rights generally and
         general principles of equity.

                  (l) The Securities and the Indenture will conform in all
         material respects to the respective statements relating thereto
         contained in the Prospectus and will be in substantially the respective
         forms filed as exhibits to the Registration Statement.

                  (m) The Securities rank and will rank on a parity with all
         unsecured indebtedness of the Operating Partnership that is outstanding
         on the date hereof or that may be incurred hereafter, and senior to all
         subordinated indebtedness of the Operating Partnership that is
         outstanding on the date hereof or that may be incurred hereafter.

                  (n) The Operating Partnership has notified Morgan Guaranty
         Trust Company of New York ("MGT"), the agent under the Credit Facility
         (as defined in the Prospectus), of the terms and conditions of the
         Securities, the Guarantees and the offering made hereby and has
         certified to MGT in writing that the incurrence of the debt to be
         evidenced by the Securities and the related Guarantees do not violate
         any restrictions contained in the Credit Facility, and has otherwise
         complied with all conditions and obligations under the Credit Facility
         with respect to the issuance of the Securities, the incurrence of the
         indebtedness evidenced thereby and the Guarantees.


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<PAGE>   6

                  (o) The Operating Partnership has an authorized capitalization
         as set forth in the Prospectus, and all of the issued and outstanding
         units of the Operating Partnership (the "UNITS") have been duly and
         validly authorized and issued, are fully paid and non-assessable and
         conform to the description thereof contained in the Prospectus. The
         Units owned by the REIT are owned directly by the REIT, free and clear
         of all liens, encumbrances, equities or claims.

                  (p) As of the date of the Prospectus, there were approximately
         ___________ shares of the REIT's common stock, par value $0.01 per
         share (the "COMMON STOCK"), issued and outstanding. The shares of
         issued and outstanding Common Stock have been duly authorized and
         validly issued, are fully paid and non-assessable; and none of the
         outstanding shares of Common Stock was issued in violation of any
         preemptive or other similar rights arising by operation of the Maryland
         General Corporation Law (the "MGCL"), under the charter or by-laws of
         the REIT, under any agreement or instrument to which the REIT or any of
         its subsidiaries is a party or otherwise.

                  (q) The execution, delivery and performance of the
         Underwriting Agreement and the Indenture by the Operating Partnership
         and the Guarantors and the consummation of the transactions
         contemplated hereby, and, with respect to the REPS, the execution,
         delivery and performance of the Calculation Agency Agreement and the
         Securities Purchase Option Agreement by the Operating Partnership, will
         not (A) conflict with or result in a breach or violation of any of the
         terms or provisions of, or constitute a default under, any indenture,
         mortgage, deed of trust, loan agreement, joint venture agreement,
         partnership agreement, limited liability company agreement or any other
         agreement or instrument to which the Operating Partnership, the
         Guarantors or any Subsidiary is a party or by which the Operating
         Partnership, the Guarantors or any Subsidiary is bound or to which any
         of the property or assets of the Operating Partnership, the Guarantors
         or any Subsidiary is subject, except for such breach or violation which
         would not, singly or in the aggregate, have a Material Adverse Effect,
         (B) result in any violation of the provisions of the charter, by-laws,
         certificate of limited partnership, partnership agreement or other
         organizational documents of the Operating Partnership, the Guarantors
         or any Subsidiary, as the case may be, or (C) result in any violation
         of any statute or any order, rule or regulation of any court or
         governmental agency or body having jurisdiction over the Operating
         Partnership, the Guarantors or any Subsidiary, except where such
         noncompliance or violation of any such statute, order, rule or
         regulation would not, singly or in the aggregate, have a Material
         Adverse Effect. No consent, approval, authorization or order of, or
         filing or registration with, any such court or governmental agency or
         body is required for the execution, delivery and performance of this
         Agreement by the Operating Partnership, the Guarantors or any
         Subsidiary and the consummation of the transactions contemplated
         hereby, except for (i) the registration of the Securities under the
         Securities Act and such consents, approvals, authorizations,
         registrations or qualifications as may be required under the Securities
         Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and applicable
         state and foreign securities laws in connection with the purchase and
         distribution of the Securities by the Underwriters and (ii) consents,
         approvals, authorizations, orders, filings or registrations that will
         be completed on or prior to the Closing Date.


                                       5
<PAGE>   7

                  (r) There are no legal or governmental proceedings pending or,
         to the knowledge of the Operating Partnership and the REIT, threatened,
         to which the Operating Partnership, the Guarantors or any Subsidiary is
         a party or to which any of the properties of the Operating Partnership,
         the Guarantors or any Subsidiary is subject that are required to be
         described in the Registration Statement or the Prospectus and are not
         so described, or any statutes, regulations, contracts or other
         documents that are required to be described in the Registration
         Statement or the Prospectus or to be filed as exhibits to the
         Registration Statement that are not described or filed as required.

                  (s) Each preliminary prospectus filed as part of the
         registration statement as originally filed or as part of any amendment
         thereto, or filed pursuant to Rule 424 under the Securities Act,
         complied when so filed in all material respects with the Securities Act
         and the applicable rules and regulations of' the Commission thereunder.

                  (t) None of the Operating Partnership, the Guarantors or any
         Subsidiary is, and after giving effect to the offering and sale of the
         Securities and the application of the proceeds thereof as described in
         the Prospectus, none will be, an "investment company" as such term is
         defined in the Investment Company Act of 1940, as amended.

                  (u) There has not occurred any material adverse change, or any
         development involving a prospective material adverse change, in the
         condition, financial or otherwise, or in the earnings, business or
         operations of the Company from that set forth in the Prospectus
         (exclusive of any amendments or supplements thereto subsequent to the
         date of this Agreement). Subsequent to the respective dates as of which
         information is given in the Registration Statement and the Prospectus,
         (i) the Operating Partnership, the Guarantors and the Subsidiaries have
         not incurred any material liability or obligation, direct or
         contingent, nor entered into any material transaction not in the
         ordinary course of business; (ii) the REIT has not purchased any of its
         outstanding capital stock, nor declared, paid or otherwise made any
         dividend or distribution of any kind on its capital stock; (iii) the
         Operating Partnership has not purchased any of its outstanding Units,
         nor declared, paid or otherwise made any dividend or distribution of
         any kind on its Units; and (iv) there has not been any material change
         in the capital stock, short-term debt or long-term debt of the
         Operating Partnership, the Guarantors or the Subsidiaries, except in
         each case as described in or contemplated by the Prospectus.

                  (v)      Except as otherwise disclosed in the Prospectus:

                           (i) the Company has good and marketable fee simple
                  title to the land underlying the Properties (as defined in the
                  Prospectus) and good and marketable title to the improvements
                  thereon, other than those improvements located on land which
                  the Company acts as the ground lessor, as disclosed in the
                  Prospectus (the "TENANT OWNED IMPROVEMENTS"), and all other
                  assets that are required for the effective operation of such
                  Properties in the manner in which they currently are operated,
                  subject, however, to existing mortgages on such Properties, to
                  utility easements serving such Properties and other immaterial
                  easements, reciprocal easement agreements and licenses, to
                  liens of ad valorem taxes and other assessments not delinquent
                  as of the Closing Date, to zoning and similar


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<PAGE>   8

                  governmental land use matters affecting such Properties that
                  are consistent with the current uses of such Properties, to
                  matters of title not adversely affecting marketability of
                  title to such Properties, other material statutory liens not
                  due and payable as of the Closing Date, title matters that may
                  be material in character, amount or extent but which do not
                  materially detract from the value, or interfere with the use
                  of, the Properties or otherwise materially impair the business
                  operations being conducted or proposed to be conducted
                  thereon, service marks and trade names used in connection with
                  such Properties, ownership by others of certain items of
                  equipment and other items of personal property that are not
                  material to the conduct of business operations at such
                  Properties and ownership of improvements pursuant to certain
                  valid, existing and enforceable ground leases;

                           (ii) with respect to the Properties held through
                  Joint Ventures (the "JOINT VENTURE PROPERTIES"), the Joint
                  Ventures that currently own such Properties have good and
                  marketable fee simple title to the land underlying such
                  Properties and good and marketable title to the improvements
                  thereon, other than the Tenant Owned Improvements, and all
                  other assets that are required for the effective operation of
                  such Properties in the manner in which they currently are
                  operated, subject to the exceptions set forth in clause (i)
                  above;

                           (iii) all liens, charges, encumbrances, claims, or
                  restrictions on or affecting any of the Properties or the
                  assets of the Company which are required to be disclosed in
                  the Prospectus are disclosed therein;

                           (iv) neither the Company nor any tenant of any of the
                  Properties is in default under any of the leases pursuant to
                  which the Company, as lessor, leases its Property (and neither
                  the REIT nor the Operating Partnership knows of any event
                  which, but for the passage of time or the giving of notice, or
                  both, would constitute a default under any of such leases)
                  other than such defaults that would not result in a Material
                  Adverse Effect;

                           (v) any real property and buildings held under lease
                  by the Operating Partnership, the REIT or the Subsidiaries are
                  held by them under valid, subsisting and enforceable leases
                  with such exceptions as are not material and do not interfere
                  with the use made and proposed to be made of such property and
                  buildings by the Operating Partnership, the REIT or the
                  Subsidiaries, in each case except as described in or
                  contemplated by the Prospectus;

                           (vi) no person has an option or right of first
                  refusal to purchase all or part of any Property or any
                  interest therein which is material to the Company;

                           (vii) each of the Properties complies with all
                  applicable codes, laws and regulations (including, without
                  limitation, building and zoning codes, laws and regulations
                  and laws relating to access to the Properties), except if and
                  to the extent disclosed in the Prospectus and except for such
                  failures to comply that would not individually or in the
                  aggregate result in a Material Adverse Effect;


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<PAGE>   9

                           (viii) neither of the Operating Partnership or the
                  REIT has knowledge of any pending or threatened condemnation
                  proceedings, zoning change, or other similar proceeding or
                  action that will in any manner affect the size of, use of,
                  improvements on, construction on or access to any of the
                  Properties, except such proceedings or actions that would not
                  have a Material Adverse Effect; and

                           (ix) the ground leases identified in the Prospectus
                  are in full force and effect, and the Operating Partnership,
                  the Guarantors and the Subsidiaries and, to the knowledge of
                  the Operating Partnership and the REIT, the Joint Ventures or
                  other named lessees under such leases (A) are not in default
                  in respect of any of the terms or provisions of such leases
                  and (B) have not received notice of the assertion of any claim
                  by anyone adverse to such person's or entity's rights as
                  lessees under such leases, or affecting or questioning such
                  person's or entity's right to the continued possession or use
                  of the Property under such leases or of a default under such
                  leases.

                  (w)      Except as disclosed in the Prospectus:

                           (i) each Property, including, without limitation, the
                  Environment (as defined below) associated with such Property,
                  is free of any Hazardous Substance (as defined below) in
                  violation of any Environmental Law (as defined below)
                  applicable to such Property, except for Hazardous Substances
                  that would not result in a Material Adverse Effect;

                           (ii) none of the Operating Partnership, the REIT or
                  any Subsidiary has caused or suffered to occur any Release (as
                  defined below) of any Hazardous Substance into the Environment
                  on, in, under or from any Property in violation of any
                  Environmental Law applicable to such Property, other than such
                  Releases which, singly or in the aggregate, do not require
                  significant remediation, and no condition exists on, in, under
                  or, to the knowledge of the Operating Partnership and the
                  REIT, adjacent to any Property that could result in the
                  incurrence of material liabilities or any material violations
                  of any Environmental Law applicable to such Property, give
                  rise to the imposition of any material Lien (as defined below)
                  under any Environmental Law, or cause or constitute a material
                  health, safety or environmental hazard to any property, person
                  or entity;

                           (iii) none of the Operating Partnership, the REIT or
                  any Subsidiary is engaged, and neither the Operating
                  Partnership, the REIT nor any Subsidiary intends to engage in
                  any manufacturing or any other similar operations at the
                  Properties that (A) require the use, handling, transportation,
                  storage, treatment or disposal of any Hazardous Substance
                  (other than cleaning solvents and similar materials and other
                  than insecticides and herbicides or other Hazardous Substances
                  that are used in the ordinary course of operating the
                  Properties and in compliance with all applicable Environmental
                  Laws) or (B) require permits or are otherwise regulated
                  pursuant to any Environmental Law;


                                       8
<PAGE>   10

                           (iv) none of the Operating Partnership, the REIT or
                  any Subsidiary has received any written notice of a claim
                  under or pursuant to any Environmental Law applicable to a
                  Property or under common law pertaining to Hazardous
                  Substances on or originating from any Property;

                           (v) none of the Operating Partnership, the REIT or
                  any Subsidiary has received any notice from any Governmental
                  Authority (as defined below) claiming any violation of any
                  Environmental Law applicable to a Property that is uncured or
                  unremediated as of the date hereof;

                           (vi) no Property is included or, to the knowledge of
                  the Operating Partnership and the REIT, proposed for inclusion
                  on the National Priorities List issued pursuant to CERCLA (as
                  defined below) by the United States Environmental Protection
                  Agency (the "EPA") or on the Comprehensive Environmental
                  Response, Compensation, and Liability Information System
                  database maintained by the EPA, and has not otherwise been
                  identified by the EPA as a potential CERCLA removal, remedial
                  or response site or included or, to the knowledge of the
                  Operating Partnership and the REIT, proposed for inclusion on,
                  any similar list of potentially contaminated sites pursuant to
                  any other applicable Environmental Law nor has the Operating
                  Partnership, the REIT or any Subsidiary received any written
                  notice from the EPA or any other Governmental Authority
                  proposing the inclusion of any Property on such list; and

                           (vii) there are no underground storage tanks located
                  on or in any Property which have not been disclosed to the
                  Representatives.

                  As used herein: "HAZARDOUS SUBSTANCE" shall include, without
         limitation, any hazardous substance, hazardous waste, toxic or
         dangerous substance, pollutant, solid waste or similarly designated
         materials, including, without limitation, oil, petroleum or any
         petroleum-derived substance or waste, asbestos or asbestos-containing
         materials, PCBs, pesticides, explosives, radioactive materials,
         dioxins, urea formaldehyde insulation or any constituent of any such
         substance, pollutant or waste, including any such substance, pollutant
         or waste identified or regulated under any Environmental Law
         (including, without limitation, materials listed in the United States
         Department of Transportation Optional Hazardous Material Table, 49
         C.F.R. Section 172.101, as heretofore amended, or in the EPA's List of
         Hazardous Substances and Reportable Quantities, 40 C.F.R. Part 302, as
         heretofore amended); "Environment" shall mean any surface water,
         drinking water, ground water, land surface, subsurface strata, river
         sediment, buildings, structures, and ambient, workplace and indoor air;
         "ENVIRONMENTAL Law" shall mean the Comprehensive Environmental
         Response, Compensation and Liability Act of 1980, as amended (42 U.S.C.
         Section 9601 et seq.) ("CERCLA"), the Resource Conservation and
         Recovery Act of 1976, as amended (42 U.S.C. Section 6901, et seq.), the
         Clean Air Act, as amended (42 U.S.C. Section 7401, et seq.), the Clean
         Water Act, as amended (33 U.S.C. Section 1251, et seq.), the Toxic
         Substances Control Act, as amended (15 U.S.C. Section 2601, et seq.),
         the Occupational Safety and Health Act of 1970, as amended (29 U.S.C.
         Section 651, et seq.), the Hazardous Materials Transportation Act, as
         amended (49 U.S.C. Section 1801, et seq.), and all other applicable


                                       9
<PAGE>   11

         federal, state and local laws, ordinances, regulations, rules, orders,
         decisions and permits relating to the protection of the environment or
         of human health from environmental effects; "GOVERNMENTAL AUTHORITY"
         shall mean any federal, state or local governmental office, agency or
         authority having the duty or authority to promulgate, implement or
         enforce any Environmental Law; "LIEN" shall mean, with respect to any
         Property, any mortgage, deed of trust, pledge, security interest, lien,
         encumbrance, penalty, fine, charge, assessment, judgment or other
         liability in, on or affecting such Property; and "RELEASE" shall mean
         any spilling, leaking, pumping, pouring, emitting, emptying,
         discharging, injecting, escaping, leaching, dumping, emanating or
         disposing of any Hazardous Substance into the Environment, including,
         without limitation, the abandonment or discard of barrels, containers,
         tanks (including, without limitation, underground storage tanks) or
         other receptacles containing or previously containing any Hazardous
         Substance or any release, emission, discharge or similar term, as those
         terms are defined or used in any Environmental Law.

                  (x) The Operating Partnership, the REIT and the Subsidiaries
         (i) are in compliance with any and all applicable federal, state and
         local laws and regulations relating to the protection of occupational
         health and safety and all Environmental Laws, (ii) have received all
         permits, licenses or other approvals required of them under applicable
         federal and state occupational safety and health laws and regulations
         and Environmental Laws to conduct their respective businesses and (iii)
         are in compliance with all terms and conditions of any such permit,
         license or approval, except in each case where such noncompliance,
         failure to receive required permits, licenses or other approvals or
         failure to comply with the terms and conditions of such permits,
         licenses or approvals would not, singly or in the aggregate, have a
         Material Adverse Effect.

                  (y) There are no costs or liabilities associated with
         Environmental Laws (including, without limitation, any capital or
         operating expenditures required for clean-up, closure of properties or
         compliance with Environmental Laws or any permit, license or approval,
         any related constraints on operating activities and any potential
         liabilities to third parties) which would, singly or in the aggregate,
         have a Material Adverse Effect.

                  (z) The Operating Partnership, the REIT and the Subsidiaries
         own or possess, or can acquire on reasonable terms, all material
         patents, patent rights, licenses, inventions, copyrights, know-how
         (including trade secrets and other unpatented and/or unpatentable
         proprietary or confidential information, systems or procedures),
         trademarks, service marks and trade names currently employed by them in
         connection with the business now operated by them, and none of the
         Operating Partnership, the REIT nor the Subsidiaries have received any
         notice of infringement of or conflict with asserted rights of others
         with respect to any of the foregoing which, singly or in the aggregate,
         if the subject of an unfavorable decision, ruling or finding, would
         result in a Material Adverse Effect.

                  (aa) Arthur Andersen LLP, who have certified certain financial
         statements in the Registration Statement, whose report appears in the
         Prospectus, are independent public accountants as required by the
         Securities Act and the rules and regulations of the


                                       10
<PAGE>   12

         Commission thereunder during the periods covered by the financial
         statements on which they reported contained in the Prospectus.

                  (bb) The Operating Partnership, the REIT and each of the
         Subsidiaries are insured by insurers of recognized financial
         responsibility against such losses and risks and in such amounts as are
         prudent and customary in the businesses in which they are engaged; none
         of the Operating Partnership, the REIT nor any Subsidiary has been
         refused any insurance coverage sought or applied for; and none of the
         Operating Partnership, the REIT nor any Subsidiary has any reason to
         believe that it will not be able to renew its existing insurance
         coverage as and when such coverage expires or to obtain similar
         coverage from similar insurers as may be necessary to continue its
         business at a cost that would not materially and adversely affect the
         condition, financial or otherwise, or the earnings, business or
         operations of the Operating Partnership, the REIT and the Subsidiaries,
         taken as a whole, except as described in or contemplated by the
         Prospectus.

                  (cc) The Operating Partnership, the REIT and the Subsidiaries
         possess all certificates, authorizations and permits issued by the
         appropriate federal, state or foreign regulatory authorities necessary
         to conduct their respective businesses, and none of the Operating
         Partnership, the REIT nor any Subsidiary has received any notice of
         proceedings relating to the revocation or modification of any such
         certificate, authorization or permit which, singly or in the aggregate,
         if the subject of an unfavorable decision, ruling or finding, would
         result in a Material Adverse Effect, except as described in or
         contemplated by the Prospectus.

                  (dd) The Company maintains a system of internal accounting
         controls sufficient to provide reasonable assurance that (i)
         transactions are executed in accordance with management's general or
         specific authorizations; (ii) transactions are recorded as necessary to
         permit preparation of financial statements in conformity with generally
         accepted accounting principles and to maintain asset accountability;
         (iii) access to assets is permitted only in accordance with
         management's general or specific authorization; and (iv) the recorded
         accountability for assets is compared with the existing assets at
         reasonable intervals and appropriate action is taken with respect to
         any differences.

                  (ee) The Company has complied with all provisions of Section
         517.075, Florida Statutes relating to doing business with the
         Government of Cuba (the "CUBA ACT") or with any person or affiliate
         located in Cuba.

                  (ff) The Company has filed all federal, state, and local
         income tax returns which have been required to be filed and has paid
         all taxes required to be paid and any other assessment, fine or penalty
         levied against it, to the extent that any of the foregoing is due and
         payable, except, in all cases, for any such tax, assessment, fine or
         penalty that is being contested in good faith (and except in any case
         in which the failure to so file or pay would not have a Material
         Adverse Effect).

                  (gg) The financial statements (including the notes thereto)
         included in the Registration Statement and the Prospectus present
         fairly the financial position of the respective entity or entities
         presented therein at the respective dates indicated and the


                                       11
<PAGE>   13

         results of their operations for the respective periods specified, and
         except as otherwise stated in the Registration Statement, said
         financial statements have been prepared in conformity with generally
         accepted accounting principles ("GAAP") applied on a consistent basis.
         The supporting schedules included in the Registration Statement present
         fairly the information required to be stated therein. The financial
         information and data included in the Registration Statement and the
         Prospectus present fairly the information included therein and have
         been prepared on a basis consistent with that of the books and records
         of the respective entities presented therein. Pro forma financial
         information included in the Prospectus has been prepared in accordance
         with the applicable requirements of Rules 11-01 and 11-02 of Regulation
         S-X under the 1933 Act, and the necessary pro forma adjustments have
         been properly applied to the historical amounts in the compilation of
         such information, and, in management's opinion, the assumptions used in
         the preparation thereof are reasonable and the adjustments used therein
         are appropriate to give effect to the transactions and circumstances
         referred to therein.

                  (hh) No relationship, direct or indirect, exists between or
         among the Operating Partnership or the REIT on the one hand, and the
         directors, officers, stockholders (in the case of the REIT), limited
         partners (in the case of the Operating Partnership), customers or
         suppliers of the Operating Partnership or the REIT on the other hand,
         which is required to be described in the Prospectus which is not so
         described.

                  (ii) The REIT and the Operating Partnership are in compliance
         in all material respects with all presently applicable provisions of
         the Employee Retirement Income Security Act of 1974, as amended,
         including the regulations and published interpretations thereunder
         ("ERISA"); no "reportable event" (as defined in ERISA) has occurred
         with respect to any "pension plan" (as defined in ERISA) for which the
         Operating Partnership or the REIT would have any liability; neither the
         REIT nor the Operating Partnership has incurred and does not expect to
         incur liability under (i) Title IV of ERISA with respect to termination
         of, or withdrawal from, any "pension plan" or (ii) Sections 412 or 4971
         of the Code including the regulations and published interpretations
         thereunder; each "pension plan" for which the Operating Partnership or
         the REIT would have any liability that is intended to be qualified
         under Section 401(a) of the Code is so qualified in all material
         respects and nothing has occurred, whether by action or by failure to
         act, which would cause the loss of such qualification; and each
         "pension plan" for which the Operating Partnership, the REIT or any of
         their affiliates has any liability or with respect to which the
         Operating Partnership, the REIT or any of their affiliates is a
         disqualified person (as defined in the Code) or party-in-interest (as
         defined in ERISA) has not been a party to any "prohibited transaction"
         (as defined in ERISA and the Code), except for such noncompliance,
         reportable events, liabilities, or failures to qualify that would not
         have a Material Adverse Effect.

                  (jj) Neither the REIT nor the Operating Partnership, nor any
         director, officer, agent, employee or other person associated with or
         acting on behalf of the Operating Partnership or the REIT, has used any
         corporate funds for any unlawful contribution, gift, entertainment or
         other unlawful expense relating to political activity; made any direct
         or indirect unlawful payment to any foreign or domestic government
         official or employee from corporate funds; violated or is in violation
         of any provision of the Foreign Corrupt


                                       12
<PAGE>   14

         Practices Act of 1977; or made any bribe, rebate, payoff, influence
         payment, kickback or other unlawful payment.

                  (kk) The Operating Partnership, the REIT and the Subsidiaries
         are currently in substantial compliance with all presently applicable
         provisions of the Americans with Disabilities Act and no failure of the
         Operating Partnership, the REIT or any Subsidiary to comply with all
         presently applicable provisions of the Americans with Disabilities Act
         would have a Material Adverse Effect.

                  (ll) The REIT was and is organized to qualify as a "real
         estate investment trust" under the Internal Revenue Code of 1986, as
         amended (the "CODE"); the REIT expects that it has qualified and will
         continue to qualify as a "real estate investment trust" under the Code
         beginning with its taxable year ended December 31, 1997, and will
         continue to qualify as a "real estate investment trust" under the Code
         after consummation of the transactions contemplated by the Prospectus;
         and the REIT's present and contemplated operations, assets and income
         will enable the REIT to meet the requirements for qualification as a
         "real estate investment trust" under the Code.

         Any certificate signed by any officer of the REIT, on its own behalf
and as general partner of the Operating Partnership, and delivered to the
Representatives or to counsel for the Underwriters shall be deemed a
representation and warranty by the Operating Partnership and the REIT to each
Underwriter as to the matters covered thereby.

         2. AGREEMENTS TO SELL AND PURCHASE. The Operating Partnership hereby
agrees to sell to the several Underwriters, and each Underwriter, upon the basis
of the representations and warranties herein contained, but subject to the
conditions hereinafter stated, agrees, severally and not jointly, to purchase
from the Operating Partnership the respective principal amounts of Securities
set forth in Schedule I hereto opposite its name at _____% of the principal
amount thereof plus accrued interest, if any, from May __, 1998 to the date of
payment and delivery.

         3. TERMS OF PUBLIC OFFERING. The Operating Partnership is advised by
you that the Underwriters propose to make a public offering of their respective
portions of the Securities as soon after the Registration Statement and this
Agreement have become effective as in your judgment is advisable. The Operating
Partnership is further advised by you that the Securities are to be offered to
the public initially at ____% of their principal amount (the "PUBLIC OFFERING
PRICE") plus accrued interest, if any, from May __, 1998 to the date of payment
and delivery and to certain dealers selected by you at a price that represents a
concession not in excess of ____% of their principal amount, and that any
Underwriter may allow, and such dealers may reallow, a concession, not in excess
of ____% of their principal amount, to any Underwriter or to certain other
dealers.

         4. PAYMENT AND DELIVERY. Payment for the Securities shall be made to
the Operating Partnership in Federal or other funds immediately available in New
York City at 10:00 a.m., New York City time, on May __, 1998, or at such other
time on the same or such other date, not later than May __, 1998 as shall be
designated in writing by you. The time and date of such payment are hereinafter
referred to as the "CLOSING DATE."


                                       13
<PAGE>   15

         Payment for the Securities shall be made against delivery to you on the
Closing Date for the respective accounts of the several Underwriters of the
Securities registered in such names and in such denominations as you shall
request in writing not less than one full business day prior to the Closing
Date, with any transfer taxes payable in connection with the transfer of the
Securities to the Underwriters duly paid.

         5. CONDITIONS TO THE UNDERWRITERS' OBLIGATIONS. The obligations of the
Operating Partnership to sell the Securities to the Underwriters and the several
obligations of the Underwriters to purchase and pay for the Securities are
subject to the condition that the Registration Statement shall have become
effective not later than 5:30 P.M. (New York City time) on the date hereof.

         The several obligations of the Underwriters are subject to the
following further conditions:

                  (a) Subsequent to the execution and delivery of this Agreement
         and prior to the Closing Date:

                           (i) there shall not have occurred any downgrading,
                  nor shall any notice have been given of any intended or
                  potential downgrading or of any review for a possible change
                  that does not indicate the direction of the possible change,
                  in the rating accorded the Operating Partnership, the REIT,
                  any of their respective securities or in the rating outlook
                  for either of them by any "nationally recognized statistical
                  rating organization," as such term is defined for purposes of
                  Rule 436(g)(2) under the Securities Act; and

                           (ii) there shall not have occurred any change, or any
                  development involving a prospective change, in the condition,
                  financial or otherwise, or in the earnings, business or
                  operations of the Operating Partnership, the REIT and their
                  subsidiaries, taken as a whole, from that set forth in the
                  Prospectus (exclusive of any amendments or supplements thereto
                  subsequent to the date of this Agreement) that, in your
                  judgment, is material and adverse and that makes it, in your
                  judgment, impracticable to market the Securities on the terms
                  and in the manner contemplated in the Prospectus.

                  (b) The Underwriters shall have received on the Closing Date a
         certificate, dated the Closing Date and signed by an executive officer
         of the REIT on behalf of the REIT and in the REIT's capacity as general
         partner of the Operating Partnership, to the effect set forth in clause
         (a)(i) above and to the effect that the representations and warranties
         of the Operating Partnership and the REIT contained in this Agreement
         are true and correct as of the Closing Date and that the Operating
         Partnership and the REIT have complied with all of the agreements and
         satisfied all of the conditions on their part to be performed or
         satisfied hereunder on or before the Closing Date.

                  The officer signing and delivering such certificate may rely
         upon the best of his or her knowledge as to proceedings threatened.


                                       14
<PAGE>   16

                  (c) The Underwriters shall have received on the Closing Date
         an opinion of Latham & Watkins, outside counsel for the Operating
         Partnership and the REIT, dated the Closing Date, to the effect that:

                           (i) the Operating Partnership is a limited
                  partnership duly formed and existing under and by virtue of
                  the laws of the State of Delaware and is in good standing
                  under the Delaware Revised Uniform Limited Partnership Act
                  with partnership power and authority to own, lease and operate
                  its properties, to conduct the business in which it is engaged
                  or proposes to engage as described in the Prospectus and to
                  enter into and perform its obligations under the Underwriting
                  Agreement. The Operating Partnership is duly qualified or
                  registered as a foreign partnership and is in good standing in
                  California and is in good standing in each other jurisdiction
                  in which such qualification or registration is required,
                  whether by reason of the ownership or leasing of property or
                  the conduct of business, except where the failure so to
                  qualify or be registered or to be in good standing in such
                  other jurisdiction would not have a Material Adverse Effect.
                  The REIT is the sole general partner of the Operating
                  Partnership and owns outstanding partnership interests in the
                  Operating Partnership as set forth in the Prospectus;

                           (ii) the REIT is duly qualified to transact business
                  and is in good standing in each jurisdiction in which the
                  conduct of its business or its ownership or leasing of
                  property requires such qualification, except to the extent
                  that the failure to be so qualified or be in good standing
                  would not have a Material Adverse Effect;

                           (iii) each Subsidiary has been duly incorporated, is
                  validly existing as a partnership, corporation or limited
                  liability company in good standing under the laws of its
                  respective jurisdiction of organization, has the corporate,
                  partnership or other power and authority to own its property
                  and to conduct its business as described in the Prospectus
                  and, with respect to Property II and Long Gate, to enter into
                  and perform its obligations under the Underwriting Agreement.
                  Each Subsidiary is duly qualified to transact business and is
                  in good standing in each jurisdiction in which the conduct of
                  its business or its ownership or leasing of property requires
                  such qualification, except to the extent that the failure to
                  be so qualified or be in good standing would not have a
                  Material Adverse Effect. To such counsel's knowledge, each of
                  the partnership or member agreements of the Subsidiaries (as
                  applicable) is in full force and effect;

                           (iv) all of the issued ownership interests of
                  Property II and Long Gate have been, assuming the due
                  authorization by the REIT in its capacity as general partner
                  of the Operating Partnership in its capacity as sole general
                  partner of Property II, and the due authorization of AMB
                  Property Holding Corporation, a Maryland corporation, in its
                  capacity as the sole managing member of Long Gate, duly and
                  validly authorized and issued, are fully paid and
                  non-assessable and, except as described above, are owned of
                  record directly or indirectly by the


                                       15
<PAGE>   17

                  Operating Partnership or the REIT, to the best of such
                  counsel's knowledge, free and clear of all liens,
                  encumbrances, equities or claims;

                           (v) the issued and outstanding Units of the Operating
                  Partnership have been, assuming the due authorization by the
                  REIT in its capacity as the sole general partner of the
                  Operating Partnership, duly authorized for issuance by the
                  Operating Partnership to the holders thereof and are validly
                  issued and fully paid and conform to the description thereof
                  contained in the Prospectus. The Units owned by the REIT are
                  owned directly by the REIT, free and clear of all liens,
                  encumbrances, equities or claims. The Units have been offered
                  and sold on or prior to the Closing Date in compliance with
                  all federal and California securities laws;

                           (vi) the execution, delivery and performance of the
                  Underwriting Agreement and the Indenture by the Operating
                  Partnership and the Guarantors and the consummation of the
                  transactions contemplated hereby, and the execution, delivery
                  and performance of the Calculation Agency Agreement and the
                  Securities Purchase Option Agreement by the Operating
                  Partnership, (A) will not conflict with or result in a breach
                  or violation of any of the terms or provisions of, or
                  constitute a default under, any of the documents set forth on
                  Schedule IV hereto, except for any such conflicts, breaches or
                  violations which are not, singly or in the aggregate,
                  material, (B) will not result in any violation of the
                  provisions of the charter, by-laws, certificate of limited
                  partnership, partnership agreement or other organizational
                  documents of the Operating Partnership, the REIT or any
                  Subsidiary, as the case may be and (C) will not, to the best
                  of such counsel's knowledge, result in any violation of
                  federal securities laws, California law and the General
                  Corporation Law of the State of Delaware. Except for the
                  registration of the Securities under the Securities Act, such
                  consents, approvals, authorizations, registrations and
                  qualifications as may be required under the Exchange Act, and
                  applicable state Blue Sky and foreign securities laws in
                  connection with the purchase and distribution of the
                  Securities by the Underwriters and such other consents,
                  approvals, authorizations, registrations and qualifications
                  which if not obtained would not, singly or in the aggregate,
                  have a Material Adverse Effect, no consent, approval,
                  authorization or order of, or filing or registration with, any
                  federal or California court or governmental agency or body is
                  required under the covered laws by the Operating Partnership,
                  the REIT or any Subsidiary for the execution, delivery and
                  performance of this Agreement by the Operating Partnership and
                  the Guarantors and the consummation of the transactions
                  contemplated hereby;

                           (vii) the Underwriting Agreement has been duly
                  authorized, executed and delivered by the Operating
                  Partnership, Property II and Long Gate, and, assuming due
                  authorization, execution and delivery by the other parties
                  thereto, is a valid and binding agreement of each of them,
                  enforceable in accordance with its terms, subject to
                  applicable bankruptcy, insolvency or similar laws affecting
                  creditors' rights generally and general principles of equity;


                                       16
<PAGE>   18

                           (viii) the Indenture has been duly qualified under
                  the Trust Indenture Act and has been duly authorized, executed
                  and delivered by the Operating Partnership, Property II and
                  Long Gate, and, assuming due authorization, execution and
                  delivery by the other parties thereto, is a valid and binding
                  agreement of each of them, enforceable in accordance with its
                  terms, subject to applicable bankruptcy, insolvency or similar
                  laws affecting creditors' rights generally and general
                  principles of equity;

                           (ix) the Securities have been duly authorized and,
                  when executed and authenticated in accordance with the
                  provisions of the Indenture and delivered to and paid for by
                  the Underwriters in accordance with the terms of this
                  Agreement, will be entitled to the benefits of the Indenture
                  and will be valid and binding obligations of the Operating
                  Partnership, enforceable in accordance with their terms,
                  subject to applicable bankruptcy, insolvency or similar laws
                  affecting creditors' rights generally and general principles
                  of equity;

                           (x) the Guarantees have been duly authorized and,
                  when executed and authenticated in accordance with the
                  provisions of the Indenture, will be entitled to the benefits
                  of the Indenture and will be valid and binding obligations of
                  the respective Guarantors, enforceable in accordance with
                  their terms, subject to applicable bankruptcy, insolvency or
                  similar laws affecting creditors' rights generally and general
                  principles of equity;

                           (xi) the Calculation Agency Agreement and the
                  Securities Purchase Option Agreement have been duly
                  authorized, executed and delivered by the Operating
                  Partnership and, assuming due authorization, execution and
                  delivery by the other parties thereto, are valid and binding
                  agreements of the Operating Partnership, enforceable in
                  accordance with their terms, subject to applicable bankruptcy,
                  insolvency or similar laws affecting creditors' rights
                  generally and general principles of equity;

                           (xii) the statements (A) in the Prospectus under the
                  captions "Description of Notes," "Certain Federal Income Tax
                  Considerations Relating to the REPS," "Description of Certain
                  Provisions of the Partnership Agreement of the Operating
                  Partnership," "Capital Stock" and "Underwriters" and (B) in
                  the Registration Statement in Items 33 and 34, in each case
                  insofar as such statements constitute summaries of the legal
                  matters, documents or proceedings referred to therein, fairly
                  present the information called for with respect to such legal
                  matters, documents and proceedings and fairly summarize the
                  matters referred to therein;

                           (xiii) based solely upon the representations of the
                  Operating Partnership and the REIT contained in this Agreement
                  and a certificate of an officer of the REIT, such counsel does
                  not know of any legal or governmental proceedings pending or
                  threatened to which the Operating Partnership, the REIT or any
                  Subsidiary is a party or to which any of the properties of the
                  Operating Partnership, the REIT or any Subsidiary is subject
                  that are required to be described in the Registration
                  Statement or the Prospectus and are not so described


                                       17
<PAGE>   19

                  or any statutes, regulations, contracts or other documents
                  that are required to be described in the Registration
                  Statement or the Prospectus or to be filed as exhibits to the
                  Registration Statement that are not described or filed as
                  required. To the best knowledge of such counsel, all
                  descriptions in the Registration Statement of contracts and
                  other documents to which the Operating Partnership, the REIT
                  or any Subsidiary is a party fairly present the information
                  called for with respect to such documents and fairly summarize
                  the matters referred to therein;

                           (xiv) none of the Operating Partnership, the REIT or
                  any Subsidiary is, and after giving effect to the offering and
                  sale of the Securities and the application of the proceeds
                  thereof as described in the Prospectus none will be, an
                  "investment company" as such term is defined in the Investment
                  Company Act of 1940, as amended; and

                           (xv) such counsel is of the opinion that the
                  Registration Statement and Prospectus (except for financial
                  statements and schedules and other financial and statistical
                  data included therein or any Form T-1 as to which such counsel
                  need not express any opinion) comply as to form in all
                  material respects with the Securities Act and the applicable
                  rules and regulations of the Commission thereunder.

                  (d) The Underwriters shall have received on the Closing Date
         an opinion of Ballard Spahr Andrews & Ingersoll, special Maryland
         counsel for the REIT, dated the Closing Date, to the effect that:

                           (i) the REIT has been duly incorporated, is validly
                  existing as a corporation in good standing under the laws of
                  the State of Maryland, has the corporate power and authority
                  to own its property and to conduct its business as described
                  in the Prospectus and to enter into and perform its
                  obligations under the Underwriting Agreement;

                           (ii) each of AMB Institutional Realty Advisors, Inc.,
                  AMB Institutional Realty Advisors Limited Partnership and AMB
                  Property Holding Corporation [others?] has been duly
                  incorporated, is validly existing as a corporation or
                  partnership in good standing under the laws of the State of
                  Maryland and has the corporate power and authority to own its
                  property and to conduct its business;

                           (iii) the authorized capital stock of the REIT
                  conforms as to legal matters to the description thereof'
                  contained in the Prospectus;

                           (iv) the Underwriting Agreement has been duly
                  authorized, executed and delivered by the REIT in its
                  individual capacity and in its capacity as the general partner
                  of the Operating Partnership, and, assuming due authorization,
                  execution and delivery by the other parties thereto, is a
                  valid and binding agreement of the REIT, enforceable in
                  accordance with its terms, subject to


                                       18
<PAGE>   20

                  applicable bankruptcy, insolvency or similar laws affecting
                  creditors' rights generally and general principles of equity;

                           (v) the Indenture has been duly authorized, executed
                  and delivered by the REIT in its individual capacity and in
                  its capacity as the general partner of the Operating
                  Partnership and, assuming due authorization, execution and
                  delivery by the other parties thereto, is a valid and binding
                  agreement of the REIT, enforceable in accordance with its
                  terms, subject to applicable bankruptcy, insolvency or similar
                  laws affecting creditors' rights generally and general
                  principles of equity;

                           (vi) the execution, delivery and performance of this
                  Agreement by the REIT and the consummation of the transactions
                  contemplated hereby (A) will not contravene any provision of
                  the MGCL, (B) will not result in any violation of the
                  provisions of the charter or by-laws of the REIT and (C) will
                  not, to the best of such counsel's knowledge, result in any
                  violation of any order, rule, regulation or decree of any
                  court or governmental agency or authority of the State of
                  Maryland issued under or pursuant to the MGCL and applicable
                  to the properties, assets or businesses owned directly or
                  indirectly by the REIT;

                           (vii) no consent, approval, authorization, order of
                  or qualification with any court or governmental agency or
                  authority of the State of Maryland is required to be obtained
                  by the Operating Partnership, the REIT, any Subsidiary or any
                  Predecessor Entity under the MGCL in connection with the
                  offering, issuance or sale of the Securities under this
                  Agreement except for such as have been obtained; and

                           (viii) the information in the Prospectus under the
                  caption "Description of Capital Stock," to the extent that it
                  constitutes matters of Maryland Law, summaries of legal
                  matters, documents or proceedings, or legal conclusions, has
                  been reviewed by them and is correct in all material respects.

                  (e) The Underwriters shall have received on the Closing Date
         an opinion of Gibson, Dunn & Crutcher LLP, counsel for the
         Underwriters, dated the Closing Date, in form and substance
         satisfactory to the Underwriters.

                  With respect to subparagraph (xiv) of paragraph (c) above,
         Latham & Watkins may state that its opinion and belief are based upon
         (i) its participation in the preparation of the Registration Statement
         and Prospectus and any amendments or supplements thereto and review and
         discussion of the contents thereof, but are without independent check
         or verification, except as specified, and (ii) representations of the
         Operating Partnership and the REIT as to factual matters.

                  The opinions of Latham & Watkins and Ballard Spahr Andrews &
         Ingersoll described in paragraph (c) and (d) above shall be rendered to
         the Underwriters at the request of the Operating Partnership and the
         REIT and shall so state therein.


                                       19
<PAGE>   21

                  (f) The Underwriters shall have received, on each of the date
         hereof and the Closing Date, a letter dated the date hereof or the
         Closing Date, as the case may be, in form and substance satisfactory to
         the Underwriters, from Arthur Andersen LLP, independent public
         accountants, containing statements and information of the type
         ordinarily included in accountants' "comfort letters" to underwriters
         with respect to the financial statements and certain financial
         information contained in the Registration Statement and the Prospectus;
         provided that the letter delivered on the Closing Date shall use a
         "cut-off date" not earlier than the date hereof.

                  (g) At the date of this Agreement and at the Closing Date, the
         Securities (or the general unsecured indebtedness of the Operating
         Partnership or the REIT, as the case may be) shall be rated at least
         _____ by Moody's Investor's Service Inc. and ____ by Standard & Poor's
         Corporation, and the Operating Partnership shall have delivered to the
         Representatives a letter, dated the Closing Date, from each such rating
         agency, or other evidence satisfactory to the Representatives,
         confirming that the Securities (or the general unsecured indebtedness
         of the Operating Partnership or the REIT, as the case may be) have such
         ratings.

         6. COVENANTS OF THE OPERATING PARTNERSHIP AND THE REIT. In further
consideration of the agreements of the Underwriters herein contained, the
Operating Partnership and the REIT covenant with each Underwriter as follows:

                  (a) The Operating Partnership will advise the Representatives
         promptly of the issuance by the Commission of any stop order suspending
         the effectiveness of the Registration Statement or of the institution
         of any proceedings for that purpose, and will use its best efforts to
         prevent the issuance of any such stop order and to obtain as soon as
         possible the lifting thereof, if issued. The Operating Partnership will
         advise the Representatives promptly of any request by the Commission
         for any amendment of or supplement to the Registration Statement or the
         Prospectus or for additional information, and will not at any time file
         any amendment to the Registration Statement or supplement to the
         Prospectus which shall not previously have been submitted to the
         Representatives a reasonable time prior to the proposed filing or use
         thereof or to which the Representatives shall reasonably object or
         which is not in compliance with the Securities Act and the rules and
         regulations thereunder. The Operating Partnership will advise the
         Representatives promptly when the Prospectus has been filed pursuant to
         Rule 424(b) of the Securities Act.

                  (b) To furnish to you, without charge, four signed copies of
         the Registration Statement (including exhibits thereto) and for
         delivery to each other Underwriter a conformed copy of the Registration
         Statement (without exhibits thereto) and to furnish to you in New York
         City, without charge, prior to 10:00 A.M. New York City time on the
         business day next succeeding the date of this Agreement and during the
         period mentioned in paragraph (d) below, as many copies of the
         Prospectus and any supplements and amendments thereto or to the
         Registration Statement as you may reasonably request.

                  (c) Before amending or supplementing the Registration
         Statement or the Prospectus, to furnish to you a copy of each such
         proposed amendment or supplement


                                       20
<PAGE>   22

         and not to file any such proposed amendment or supplement to which you
         reasonably object, and to file with the Commission within the
         applicable period specified in Rule 424(b) under the Securities Act any
         prospectus required to be filed pursuant to such Rule.

                  (d) If, during such period after the first date of the public
         offering of the Securities, in the opinion of counsel for the
         Underwriters, the Prospectus is required by law to be delivered in
         connection with sales by an Underwriter or dealer, any event shall
         occur or condition exist as a result of which it is necessary to amend
         or supplement the Prospectus in order to make the statements therein,
         in the light of the circumstances under which they were made, not
         misleading when the Prospectus is delivered to a purchaser, or if, in
         the opinion of counsel for the Underwriters, it is necessary to amend
         or supplement the Prospectus to comply with applicable law, forthwith
         to prepare, file with the Commission and furnish, at its own expense,
         to the Underwriters and to the dealers (whose names and addresses you
         will furnish to the Operating Partnership) to which Securities may have
         been sold by you on behalf of the Underwriters and to any other dealers
         upon request, either amendments or supplements to the Prospectus so
         that the statements in the Prospectus as so amended or supplemented
         will not, in the light of the circumstances under which they were made,
         be misleading when the Prospectus is delivered to a purchaser, or so
         that the Prospectus, as amended or supplemented, will comply with law.

                  (e) To endeavor to qualify the Securities for offer and sale
         under the securities or Blue Sky laws and real estate syndication laws
         of such jurisdictions as you shall reasonably request.

                  (f) To make generally available to the REIT's security holders
         and to you as soon as practicable an earnings statement covering the
         twelve-month period ending June 30, 1999 that satisfies the provisions
         of Section 11(a) of the Securities Act and the rules and regulations of
         the Commission thereunder.

                  (g) During the period beginning on the date hereof and
         continuing through and including the Closing Date, not to offer, sell,
         contract to sell or otherwise dispose of any debt securities of the
         Operating Partnership, the REIT or any of the Subsidiaries which are
         substantially similar to the Securities (other than the Securities) or
         any securities convertible into or exchangeable or exercisable for any
         debt securities of the Operating Partnership, the REIT or any of the
         Subsidiaries which are substantially similar to the Securities or any
         rights, warrants or options to purchase any debt securities of the
         Operating Partnership, the REIT or any of the Subsidiaries which are
         substantially similar to the Securities, without the prior written
         consent of Morgan Stanley & Co. Incorporated.

                  (h) Whether or not the transactions contemplated in this
         Agreement are consummated or this Agreement is terminated, to pay or
         cause to be paid all expenses incident to the performance of their
         obligations under this Agreement, including: (i) the fees,
         disbursements and expenses of counsel for the Operating Partnership and
         the Guarantors and their accountants in connection with the
         registration and delivery of the Securities under the Securities Act
         and all other fees or expenses in connection with the


                                       21
<PAGE>   23

         preparation and filing of the Registration Statement, any preliminary
         prospectus, the Prospectus and amendments and supplements to any of the
         foregoing, including all printing costs associated therewith, and the
         mailing and delivering of copies thereof to the Underwriters and
         dealers, in the quantities hereinabove specified, (ii) all costs and
         expenses related to the transfer and delivery of the Securities to the
         Underwriters, including any transfer or other taxes payable thereon,
         (iii) the cost of printing or producing any Blue Sky or Legal
         Investment memorandum in connection with the offer and sale of the
         Securities under state securities laws and all expenses in connection
         with the qualification of the Securities for offer and sale under state
         securities laws as provided in Section 6(e) hereof, including filing
         fees and the reasonable fees and disbursements of counsel for the
         Underwriters in connection with such qualification and in connection
         with the Blue Sky or Legal Investment memorandum, (iv) all filing fees
         and the reasonable fees and disbursements of counsel to the
         Underwriters, if any, incurred in connection with the review and
         qualification of the offering of the Securities by the National
         Association of Securities Dealers, Inc., (v) any fees charged by the
         rating agencies for the rating of the Securities or of Operating
         Partnership or the REIT, (vi) the cost of printing certificates
         representing the Securities, (vii) the fees and expenses of the
         Trustee, including, if required, the fees and disbursements of counsel
         for the Trustee in connection with the Indenture and the Securities,
         (viii) the fees and expenses of any transfer agent, registrar or
         depositary in connection with holding the Securities in book-entry
         form, (ix) the costs and expenses of the Company relating to investor
         presentations on any "road show" undertaken in connection with the
         marketing of the offering of the Securities, including, without
         limitation, expenses associated with the production of road show slides
         and graphics, fees and expenses of any consultants engaged in
         connection with the road show presentations with the prior approval of
         the Company, travel and lodging expenses of the representatives and
         officers of the Company and any such consultants, and the cost of any
         aircraft chartered in connection with the road show, and (x) all other
         costs and expenses incident to the performance of the obligations of
         the Operating Partnership and the Guarantors hereunder for which
         provision is not otherwise made in this Section. It is understood,
         however, that except as provided in this Section, Section 7 entitled
         "Indemnity and Contribution," and the last paragraph of Section 9
         below, the Underwriters will pay all of their costs and expenses,
         including fees and disbursements of their counsel, transfer taxes
         payable on resale of any of the Securities by them and any advertising
         expenses connected with any offers they may make.

                  (i) The Operating Partnership will use the net proceeds
         received by it from the sale of the Securities sold by it in the manner
         specified in the Prospectus Supplement under "Use of Proceeds."

                  (j) In accordance with the provisions of the Cuba Act, if
         applicable, and without limitation to the provisions of Section 7
         hereof, the Operating Partnership and the REIT will indemnify each
         Underwriter against any and all losses, claims, damages, liabilities
         and expenses (including attorneys' fees) arising out of or based upon
         any violation by the Company of the Cuba Act.

         7. INDEMNITY AND CONTRIBUTION. (a) The Operating Partnership and the
REIT, jointly and severally, agree to indemnify and hold harmless each
Underwriter and each person, if


                                       22
<PAGE>   24

any, who controls any Underwriter within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act, from and against any and all
losses, claims, damages and liabilities (including, without limitation, any
legal or other expenses reasonably incurred in connection with defending or
investigating any such action or claim) caused by any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement or any amendment thereof, any preliminary prospectus or the Prospectus
(as amended or supplemented if the Operating Partnership shall have furnished
any amendments or supplements thereto), or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as such
losses, claims, damages or liabilities are caused by any such untrue statement
or omission or alleged untrue statement or omission based upon information
relating to any Underwriter furnished to the Operating Partnership or the REIT
in writing by such Underwriter through you expressly for use therein and set
forth in Section 1(b) hereof; provided, however, that the foregoing indemnity
agreement with respect to any preliminary prospectus shall not inure to the
benefit of any Underwriter from whom the person asserting any such losses,
claims, damages or liabilities purchased Securities, or any person controlling
such Underwriter, if a copy of the Prospectus (as then amended or supplemented
if the Operating Partnership shall have furnished any amendments or supplements
thereto) was not sent or given by or on behalf of such Underwriter to such
person, if required by law so to have been delivered, at or prior to the written
confirmation of the sale of the Securities to such person, and if the Prospectus
(as so amended or supplemented) would have cured the defect giving rise to such
losses, claims, damages or liabilities, unless such failure is the result of
noncompliance by the Operating Partnership or the REIT with Section 6(b) hereof.

                  (b) Each Underwriter agrees, severally and not jointly, to
indemnify and hold harmless the Operating Partnership, the REIT, the REIT's
directors and the officers who sign the Registration Statement and each person,
if any, who controls the Operating Partnership or the REIT within the meaning of
either Section 15 of the Securities Act or Section 20 of the Exchange Act to the
same extent as the foregoing indemnities from the Operating Partnership and the
REIT to such Underwriter, but only with reference to information relating to
such Underwriter furnished to the Operating Partnership or the REIT in writing
by such Underwriter through you expressly for use in the Registration Statement,
any preliminary prospectus, the Prospectus or any amendments or supplements
thereto.

                  (c) In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to Section 7(a) or 7(b), such person (the
"INDEMNIFIED PARTY") shall promptly notify the person against whom such
indemnity may be sought (the "INDEMNIFYING PARTY") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate


                                       23
<PAGE>   25

due to actual or potential differing interests between them. It is understood
that the indemnifying party shall not, in respect of the legal expenses of any
indemnified party in connection with any proceeding or related proceedings in
the same jurisdiction, be liable for the fees and expenses of more than one
separate firm (in addition to any local counsel) for all such indemnified
parties and that all such fees and expenses shall be reimbursed as they are
incurred. Such firm shall be designated in writing by Morgan Stanley & Co.
Incorporated, in the case of parties indemnified pursuant to Section 7(a), and
by the REIT, in the case of parties indemnified pursuant to Section 7(b). The
indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with such consent or if
there be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by reason
of such settlement or judgment. Notwithstanding the foregoing sentence, if at
any time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel as contemplated
by the second and third sentences of this paragraph, the indemnifying party
agrees that it shall be liable for any settlement of any proceeding effected
without its written consent if (i) such settlement is entered into more than 60
days after receipt by such indemnifying party of the aforesaid request and (ii)
such indemnifying party shall not have reimbursed the indemnified party in
accordance with such request prior to the date of such settlement. No
indemnifying party shall, without the prior written consent of each indemnified
party, effect any settlement of any pending or threatened proceeding in respect
of which any indemnified party is or could have been a party and indemnity could
have been sought hereunder by such indemnified party, unless such settlement
includes an unconditional release of such indemnified party from all liability
on claims that are the subject matter of such proceeding.

                  (d) To the extent the indemnification provided for in Section
7(a) or 7(b) is unavailable to an indemnified party or insufficient in respect
of any losses, claims, damages or liabilities referred to therein, then each
indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Operating Partnership and the REIT on the one hand and
the Underwriters on the other hand from the offering of the Securities or (ii)
if the allocation provided by clause (i) above is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative fault of the
Operating Partnership and the REIT on the one hand and of the Underwriters on
the other hand in connection with the statements or omissions that resulted in
such losses, claims, damages or liabilities, as well as any other relevant
equitable considerations. The relative benefits received by the Operating
Partnership and the REIT on the one hand and the Underwriters on the other hand
in connection with the offering of the Securities shall be deemed to be in the
same respective proportions as the net proceeds from the offering of the
Securities (before deducting expenses) received by the Operating Partnership and
the total underwriting discounts and commissions received by the Underwriters,
in each case as set forth in the table on the cover of the Prospectus, bear to
the aggregate Public Offering Price of the Securities. The relative fault of the
Operating Partnership and the REIT on the one hand and the Underwriters on the
other hand shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the
Operating Partnership and the REIT or by the Underwriters and the parties'
relative intent, knowledge, access to information and


                                       24
<PAGE>   26

opportunity to correct or prevent such statement or omission. The Underwriters'
respective obligations to contribute pursuant to this Section 7 are several in
proportion to the respective principal amounts of Securities they have purchased
hereunder, and not joint.

                  (e) The Operating Partnership, the REIT and the Underwriters
agree that it would not be just or equitable if contribution pursuant to this
Section 7 were determined by pro rata allocation (even if the Underwriters were
treated as one entity for such purpose) or by any other method of allocation
that does not take account of the equitable considerations referred to in
Section 7(d). The amount paid or payable by an indemnified party as a result of
the losses, claims, damages and liabilities referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 7, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Securities underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages that such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The remedies provided for in this
Section 7 are not exclusive and shall not limit any rights or remedies which may
otherwise be available to any indemnified party at law or in equity.

                  (f) The indemnity and contribution provisions contained in
this Section 7 and the representations, warranties and other statements of the
Operating Partnership and the REIT contained in this Agreement shall remain
operative and in full force and effect regardless of (i) any termination of this
Agreement, (ii) any investigation made by or on behalf of any Underwriter or any
person controlling any Underwriter or by or on behalf of the Operating
Partnership or the REIT, the REIT's officers or directors or any person
controlling the Operating Partnership or the REIT and (iii) acceptance of and
payment for any of the Securities.

         8. TERMINATION. This Agreement shall be subject to termination by
notice given by you to the REIT, if (a) after the execution and delivery of this
Agreement and prior to the Closing Date (i) trading generally shall have been
suspended or materially limited on or by, as the case may be, any of the New
York Stock Exchange, the American Stock Exchange, the National Association of
Securities Dealers, Inc., the Chicago Board of Options Exchange, the Chicago
Mercantile Exchange or the Chicago Board of Trade, (ii) trading of any
securities of the REIT shall have been suspended on any exchange or in any
over-the-counter market, (iii) a general moratorium on commercial banking
activities in New York shall have been declared by either federal or New York
State authorities or (iv) there shall have occurred any outbreak or escalation
of hostilities or any change in financial markets or any calamity or crisis
that, in your judgment, is material and adverse and (b) in the case of any of
the events specified in clauses (a)(i) through (iv), such event, singly or
together with any other such event, makes it, in your judgment, impracticable to
market the Securities on the terms and in the manner contemplated in the
Prospectus.

         9. EFFECTIVENESS; DEFAULTING UNDERWRITERS. This Agreement shall become
effective upon the execution and delivery hereof by the parties hereto.


                                       25
<PAGE>   27

         If, on the Closing Date, any one or more of the Underwriters shall fail
or refuse to purchase Securities that it has or they have agreed to purchase
hereunder on such date, and the aggregate principal amount of Securities which
such defaulting Underwriter or Underwriters agreed but failed or refused to
purchase is not more than one-tenth of the aggregate principal amount of the
Securities to be purchased on such date, the other Underwriters shall be
obligated severally in the proportions that the principal amount of Securities
set forth opposite their respective names in Schedule I bears to the principal
amount of Securities set forth opposite the names of all such non-defaulting
Underwriters, or in such other proportions as you may specify, to purchase the
Securities which such defaulting Underwriter or Underwriters agreed but failed
or refused to purchase on such date; provided that in no event shall the
principal amount of Securities that any Underwriter has agreed to purchase
pursuant to this Agreement be increased pursuant to this Section 9 by an amount
in excess of one-ninth of such principal amount of Securities without the
written consent of such Underwriter. If, on the Closing Date, any Underwriter or
Underwriters shall fail or refuse to purchase Securities and the aggregate
principal amount of Securities with respect to which such default occurs is more
than one-tenth of the aggregate principal amount of Securities to be purchased,
and arrangements satisfactory to you and the Operating Partnership for the
purchase of such Securities are not made within 36 hours after such default,
this Agreement shall terminate without liability on the part of any
non-defaulting Underwriter, the Operating Partnership or the REIT. In any such
case either you or the Operating Partnership shall have the right to postpone
the Closing Date, but in no event for longer than seven days, in order that the
required changes, if any, in the Registration Statement and in the Prospectus or
in any other documents or arrangements may be effected. Any action taken under
this paragraph shall not relieve any defaulting Underwriter from liability in
respect of any default of such Underwriter under this Agreement.

         If this Agreement shall be terminated by the Underwriters, or any of
them, because of any failure or refusal on the part of the Operating Partnership
or the REIT to comply with the terms or to fulfill any of the conditions of this
Agreement, or if for any reason the Operating Partnership or the REIT shall be
unable to perform their respective obligations under this Agreement, the
Operating Partnership and the REIT will, jointly and severally, reimburse the
Underwriters or such Underwriters as have so terminated this Agreement with
respect to themselves, severally, for all out-of-pocket expenses (including the
fees and disbursements of their counsel) reasonably incurred by such
Underwriters in connection with this Agreement or the offering contemplated
hereunder.

         10. COUNTERPARTS. This Agreement may be signed in two or more
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

         11. APPLICABLE LAW. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of New York.


                                       26
<PAGE>   28

         12. HEADINGS. The headings of the sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed a part of
this Agreement.

                                Very truly yours,

                                AMB PROPERTY, L.P.

                                By:  AMB Property Corporation,
                                     its General Partner


                                     By:____________________________________
                                          S. Davis Carniglia
                                          Managing Director, Chief Financial
                                              Officer and Secretary

                                AMB PROPERTY CORPORATION


                                By:_________________________________________
                                     S. Davis Carniglia
                                     Managing Director, Chief Financial Officer
                                         and Secretary

                                AMB PROPERTY II, L.P.

                                By:  AMB Property, L.P.,
                                     its General Partner

                                    By:  AMB Property Corporation,
                                         its General Partner


                                         By:____________________________________
                                              S. Davis Carniglia
                                              Managing Director, Chief Financial
                                                  Officer and Secretary

                                LONG GATE LLC

                                By:  AMB Property Holding Corporation,
                                     its Managing Member


                                     By:________________________________________
                                          S. Davis Carniglia
                                          Managing Director, Chief Financial
                                              Officer and Secretary




                                       27
<PAGE>   29

Accepted as of the date hereof

MORGAN STANLEY & CO. INCORPORATED
GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES INC.

Acting severally on behalf of themselves and the several Underwriters named in
Schedule I hereto.

By Morgan Stanley & Co. Incorporated



By:_____________________________________
     W. Blake Baird
     Managing Director





                                       28
<PAGE>   30

                                                                      SCHEDULE I



<TABLE>
<CAPTION>
                                                            AMOUNT OF              AMOUNT OF             AMOUNT OF
                                                           2008 NOTES             2018 NOTES                REPS
UNDERWRITER                                              TO BE PURCHASED        TO BE PURCHASED       TO BE PURCHASED
-----------                                              ---------------        ---------------       ---------------
<S>                                                      <C>                    <C>                   <C>         
Morgan Stanley & Co. Incorporated....................
Goldman, Sachs & Co..................................
J.P. Morgan Securities Inc...........................


Total................................................      $100,000,000           $100,000,000          $150,000,000
                                                           ============           ============          ============
</TABLE>



<PAGE>   31

                                                                     SCHEDULE II


                           SUBSIDIARIES OF THE COMPANY



AMB Property II, L.P.

AMB Property Holding Corporation

Long Gate LLC

AMB Institutional Realty Advisors, Inc.

AMB Institutional Realty Advisors Limited Partnership

[UPDATE; LIST OTHERS]



<PAGE>   32

                                                                    SCHEDULE III


                                 JOINT VENTURES


<TABLE>
<CAPTION>
                                                                   OWNERSHIP INTEREST
                  NAME OF JOINT VENTURE                             IN JOINT VENTURE
                  ---------------------                             ----------------
<S>                                                             <C>
American Beauty General                                         50.0001% G.P. Interest

CH-VAF Orlando Joint Venture                                    90% G.P. Interest

Dark Starr Limited Partnership                                  50.0001% L.P. Interest

Fairway Drive Venture LLC                                       70.00% Member Interest

Hamilton Lakes/AMB CIF                                          50% L.P. Interest

Met Phase I 95, Ltd.                                            87.15% L.P. Interest

St. Stephen Limited Partnership                                 50.0001% L.P. Interest

Met 4/12, Ltd.                                                  87.15% L.P. Interest

Manhattan Village, LLC                                          90.00% LLC Interest

Jamesburg                                                       50.00 ___ Interest

Corporate Park/Hickory Hill                                     50.00 ___ Interest
</TABLE>



<PAGE>   33

                                                                     SCHEDULE IV


                           CERTAIN MATERIAL CONTRACTS


1.       All agreements filed as Exhibits to the Registration Statement on Form
         S-11 (File No. 333-49163).

2.       All joint venture agreements documenting the interests of the Operating
         Partnership, the REIT or one of their subsidiaries in the Joint
         Ventures listed on Schedule III hereto.

3.       The loan agreements and other documents governing the $500 Credit
         Facility with Morgan Guaranty Trust Company of New York.

4.       The loan agreements and other documents governing the $73 million CIF
         secured credit facility that bears interest at a fixed rate of 7.53%.

5.       The purchase agreement and other documents entered into with CP
         Institutional Partners I, Inc. governing the acquisition of the Cabot
         properties.

         [update; list other material contracts]
