
<PAGE>   1

                                                                     EXHIBIT 1.1

                                  $400,000,000

                               AMB PROPERTY, L.P.

                       $175,000,000 7.10% NOTES DUE 2008
                       $125,000,000 7.50% NOTES DUE 2018
          $100,000,000 6.90% RESET PUT SECURITIES (REPSSM) DUE 2015--
                             PUTABLE/CALLABLE 2005*





                             UNDERWRITING AGREEMENT







JUNE 26, 1998



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



<PAGE>   2
                                                                   June 25, 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"), $175,000,000 aggregate principal amount
of its 7.10% Notes due 2008 (the "2008 NOTES"), $125,000,000 aggregate principal
amount of its 7.50% Notes due 2018 (the "2018 NOTES") and $100,000,000 aggregate
principal amount of its 6.90% Reset Put Securities (REPSSM) due
2015--Putable/Callable 2005 (the "REPS," and collectively with the 2008 Notes
and the 2018 Notes, the "SECURITIES") to be issued pursuant to the provisions of
an Indenture and the First Supplemental Indenture, the Second Supplemental
Indenture and the Third Supplemental Indenture thereto, each dated as of the
Closing Date (collectively, the "INDENTURE"), and each by and among the
Operating Partnership, AMB Property Corporation, a Maryland corporation, the
sole general partner of the Operating Partnership and guarantor of the
Securities (the "REIT" or the "GUARANTOR"), and State Street Bank and Trust
Company of California, N.A., as Trustee (the "TRUSTEE").

         As used sometimes herein, the "COMPANY" shall include the Operating
Partnership, the REIT 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 7.10% Notes due 2008,
7.50% Notes due 2018 or 6.90% Reset Put Securities (REPSSM) due
2015--Putable/Callable 2005 pursuant to Rule 462(b) under the Securities Act
(the "RULE 462 

<PAGE>   3

REGISTRATION STATEMENT"), then any reference herein to the term "REGISTRATION
STATEMENT" shall be deemed to include such Rule 462 Registration Statement.

         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 Operating Partnership and
         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 second
         sentence under the caption "Risk Factors--Conflicts Relating to Use of
         Proceeds" and (iii) the allocation table, the third, fifth and sixth
         paragraphs and the second and third sentences of the seventh paragraph
         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 


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<PAGE>   4

         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
         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 the
         percentage interest in the Operating Partnership as set forth in the
         Prospectus.

                  (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. 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 and the
         joint venture entities listed on Schedule III hereto.

                  (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 


                                       3
<PAGE>   5

         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 Guarantor 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.

                  (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 Guarantor and 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.

                  (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
         respective terms, subject to applicable bankruptcy, insolvency or
         similar laws affecting creditors' rights generally and general
         principles of equity.

                  (j) The guarantees of the Guarantor (the "GUARANTEES") have
         been duly authorized and, when executed and the Securities are
         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 Guarantor, 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 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 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.




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<PAGE>   6

                  (n) The execution, delivery and performance of the
         Underwriting Agreement and the Indenture by the Operating Partnership
         and the Guarantor and the consummation of the transactions contemplated
         hereby and thereby, 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
         Guarantor or any Subsidiary is a party or by which the Operating
         Partnership, the Guarantor or any Subsidiary is bound or to which any
         of the property or assets of the Operating Partnership, the Guarantor
         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 Guarantor 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 Guarantor 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 Guarantor 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.

                  (o) 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 Guarantor or any Subsidiary is
         a party or to which any of the properties of the Operating Partnership,
         the Guarantor 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.

                  (p) 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.


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<PAGE>   7

                  (q) None of the Operating Partnership, the Guarantor 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.

                  (r) 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 Guarantor 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 Guarantor or the Subsidiaries, except in
         each case as described in or contemplated by the Prospectus.

                  (s)      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 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;


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<PAGE>   8

                           (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;

                           (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 Guarantor 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,
                  other than any such defaults which would 


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<PAGE>   9

                  not, singly or in the aggregate, have a Material Adverse
                  Effect 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.

                  (t)      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 liabilities or any violations of any
                  Environmental Law applicable to such Property, give rise to
                  the imposition of any Lien (as defined below) under any
                  Environmental Law, or cause or constitute a health, safety or
                  environmental hazard to any property, person or entity, except
                  in each case that would not, singly or in the aggregate, have
                  a Material Adverse Effect;

                           (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;

                           (iv) neither the Operating Partnership, the REIT nor
                  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, except for any
                  such claims which would not, singly or in the aggregate, have
                  a Material Adverse Effect;

                           (v) neither the Operating Partnership, the REIT nor
                  any Subsidiary has received any written notice from any
                  Governmental Authority (as defined below) claiming any
                  violation of any Environmental Law applicable to a Property
                  that is 


                                       8
<PAGE>   10

                  uncured or unremediated as of the date hereof, except for any
                  such violations which would not, singly or in the aggregate,
                  have a Material Adverse Effect;

                           (vi) (A) 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"); (B) to the knowledge of the
                  Operating Partnership and the REIT, no Property (1) is
                  included or proposed for inclusion on the Comprehensive
                  Environmental Response, Compensation and Liability Information
                  System database maintained by the EPA, (2) has otherwise been
                  identified by the EPA as a potential CERCLA removal, remedial
                  or response site or (3) is included or proposed for inclusion
                  on any similar list of potentially contaminated sites pursuant
                  to any other applicable Environmental Law; (C) 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
                  set forth in (A) and (B) above;

                           (vii) the Operating Partnership, the REIT and the
                  Subsidiaries (i) have received all permits, licenses or other
                  approvals required of them under applicable Environmental Laws
                  to conduct their respective businesses and (ii) 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;
                  and

                           (viii) 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.

                  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



                                       9
<PAGE>   11

         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
         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.

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

                  (v) 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.

                  (w) 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 


                                       10
<PAGE>   12

         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.

                  (x) 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.

                  (y) 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.

                  (z) 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).

                  (aa) 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 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.



                                       11
<PAGE>   13

                  (bb) 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.

                  (cc) 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.

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

                  (ee) The Operating Partnership, the REIT and the Subsidiaries
         are currently in compliance with all presently applicable provisions of
         the Americans with Disabilities Act, except for such noncompliance
         which would not, singly or in the aggregate, have a Material Adverse
         Effect, 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.

                  (ff) 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" 


                                       12
<PAGE>   14

         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 it to meet the requirements for qualification as
         a "real estate investment trust" under the Code.

         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 (i) 99.244% of the principal
amount thereof, with respect to the 2008 Notes, (ii) 99.022% of the principal
amount thereof, with respect to the 2018 Notes and (iii) 101.711% of the
principal amount thereof, with respect to the REPS, plus in each case accrued
interest, if any, from June __, 1998 to the date of payment and delivery for the
2008 Notes, the 2018 Notes and the REPS, respectively.

         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:

              (a) the Securities are to be offered to the public initially at
     (i) 99.894% of their principal amount, with respect to the 2008 Notes, (ii)
     99.897% of their principal amount, with respect to the 2018 Notes and (iii)
     99.836% of their principal amount, with respect to the REPS (the "PUBLIC
     OFFERING PRICES"), plus in each case accrued interest, if any, from June
     30, 1998 to the date of payment and delivery for the 2008 Notes, the 2018
     Notes and the REPS, respectively;

              (b) the Securities are to be offered to certain dealers selected
     by you at a price that represents a concession not in excess of (i) .40%
     of their principal amount, with respect to the 2008 Notes, (ii) .50% of
     their principal amount, with respect to the 2018 Notes and (iii) .375% of
     their principal amount, with respect to the REPS; and

              (c) any Underwriter may allow, and such dealers may reallow, a
     concession, not in excess of (i) .25% of their principal amount, with
     respect to the 2008 Notes, (ii) .25% of their principal amount, with
     respect to the 2018 Notes and (iii) .25% of their principal amount, with
     respect to the REPS, 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 June 30, 1998, or at such
other time on the same or such other date, not later than July 6, 1998 as shall
be designated in writing by you. The time and date of such payment are
hereinafter referred to as the "CLOSING DATE."

         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 


                                       13
<PAGE>   15

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, special 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, assuming the due authorization by the REIT,
                  in its capacity as the sole general partner of the Operating
                  Partnership, and assuming the valuation of the property and
                  other assets contributed by the partners to the Operating
                  Partnership as set forth in Exhibit A to the Partnership
                  Agreement, 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.
                  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) 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 conform to the description thereof
                  contained in the Prospectus. The Units owned by the 


                                       15
<PAGE>   17

                  REIT are owned of record directly by the REIT, to the best of
                  such counsel's knowledge, free and clear of all liens,
                  encumbrances, equities or claims;

                           (v) the execution, delivery and performance of the
                  Underwriting Agreement and the Indenture by the Operating
                  Partnership and the Guarantor 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 Guarantor and the consummation of the transactions
                  contemplated hereby;

                           (vi) the Underwriting Agreement has been duly
                  authorized, executed and delivered by the Operating
                  Partnership (assuming due authorization by the REIT in its
                  capacity as the sole 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 Operating Partnership;

                           (vii) the Indenture has been duly qualified under the
                  Trust Indenture Act and has been duly authorized, executed and
                  delivered by the Operating Partnership and, assuming due
                  authorization, execution and delivery by the other parties
                  thereto, is a valid and binding agreement of the Operating
                  Partnership;

                           (viii) Assuming due authorization by the REIT in its
                  capacity as the sole general partner of the Operating
                  Partnership, 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 


                                       16
<PAGE>   18

                  accordance with the terms of this Agreement, will be entitled
                  to the benefits of the Indenture;

                           (ix) Assuming due authorization by the REIT in its
                  capacity as the sole general partner of the Operating
                  Partnership, 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;

                           (x) 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" 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;

                           (xi) 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 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;

                           (xii) 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

                           (xiii) such counsel is of the opinion that the
                  Registration Statement and Prospectus (except for financial
                  statements and schedules and other financial 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.


                                       17
<PAGE>   19


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

                           (iii) the issuance of the Notes has been duly
                  authorized by the REIT in its capacity as the sole general
                  partner of the Operating Partnership;

                           (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;

                           (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;

                           (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 Maryland General Corporation Law (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) the Guarantees have been duly authorized and,
                  when executed and the Securities are 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 Guarantor;

                           (viii) 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 


                                       18
<PAGE>   20

                  or sale of the Securities under this Agreement except for such
                  as have been obtained; and

                           (ix) 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.

                  (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
         Baa1 by Moody's Investors Service Inc., BBB by Standard & Poor's
         Corporation and BBB+ by Duff & Phelps Credit Rating Co., and the
         Operating Partnership shall have delivered to the Representatives a
         letter, dated as of a recent 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:



                                       19
<PAGE>   21

                  (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) 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.

                  (d) 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.


                                       20
<PAGE>   22


                  (e) 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 beginning after the effective date of the
         Registration Statement that satisfies the provisions of Section 11(a)
         of the Securities Act and the rules and regulations of the Commission
         thereunder.

                  (f) 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.

                  (g) 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 Guarantor 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 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, 


                                       21
<PAGE>   23

         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, with the prior
         approval of the REIT, 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
         Guarantor 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.

                  (h) 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 under the caption "Use of Proceeds."

                  (i) 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 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 


                                       22
<PAGE>   24

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 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 in writing 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 


                                       23
<PAGE>   25

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 Prices 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 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 


                                       24
<PAGE>   26

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.

         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 


                                       25
<PAGE>   27

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/
                                                         -----------------------
                                                          Name:
                                                          Title:

                                            AMB PROPERTY CORPORATION


                                            By:  /s/
                                                --------------------------------
                                                 Name:
                                                 Title:



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:  /s/ Blake Baird
    ----------------------------------
     W. Blake Baird
     Managing Director




                                       27
<PAGE>   29

                                                                      SCHEDULE I



<TABLE>
<CAPTION>
                                                       AMOUNT OF              AMOUNT OF              AMOUNT OF
                                                      2008 NOTES             2018 NOTES              2015 REPS
UNDERWRITER                                         TO BE PURCHASED        TO BE PURCHASED        TO BE PURCHASED
- -----------                                         ---------------        ---------------        ---------------
<S>                                                 <C>                    <C>                    <C>
Morgan Stanley & Co. Incorporated.............        $ 87,500,000           $ 75,000,000           $ 50,000,000
Goldman, Sachs & Co...........................          61,250,000             52,500,000             35,000,000
J.P. Morgan Securities Inc....................          26,250,000             22,500,000             15,000,000
                                                      ------------           ------------           ------------
      Total...................................        $175,000,000           $125,000,000           $100,000,000
                                                      ============           ============           ============
</TABLE>



<PAGE>   30

                                                                     SCHEDULE II


                           SUBSIDIARIES OF THE COMPANY



AMB Property II, L.P.

AMB Property Holding Corporation

Long Gate LLC

AMB Investment Management, Inc.

AMB Investment Management Limited Partnership



<PAGE>   31


                                                                    SCHEDULE III


                                 JOINT VENTURES


                                                    OWNERSHIP INTEREST
     NAME OF JOINT VENTURE                           IN JOINT VENTURE

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

AMB/ERIE, L.P.                               50.0005% G.P. Interest

Sugar Magnolia L.L.C. (formerly 
AMB-TC OCP FL 2000 L.L.C.)                   95% LLC Interest

Elk Grove Village Industrial Park, Ltd.      56.0617% beneficial limited
                                             partnership interest.

Built to Last Limited Partnership            50.0001% L.P. Interest

Terrapin Station Limited Partnership         50.0001% L.P. Interest

Keep Your Day Job, LLC                       90% LLC Interest

AMB-TC Southriver Park NJ L.L.C.             95% LLC Interest


<PAGE>   32

                                                                     SCHEDULE IV


                           CERTAIN MATERIAL CONTRACTS


1.       All agreements filed as Exhibits (including by incorporation by
         reference) 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 million
         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%.


