American Assets Trust, Inc. Sample Contracts

CREDIT AGREEMENT Dated as of January 19, 2011 among AMERICAN ASSETS TRUST, L.P., as the Borrower, AMERICAN ASSETS TRUST, INC., as a Guarantor, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders...
Credit Agreement • January 20th, 2011 • American Assets Trust, Inc. • Real estate investment trusts • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of January 19, 2011 among AMERICAN ASSETS TRUST, L.P., a Maryland limited partnership (the “Borrower”), AMERICAN ASSETS TRUST, INC. a Maryland corporation (the “REIT”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 11th, 2011 • American Assets Trust, Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 20 , by and between American Assets Trust, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN ASSETS TRUST, L.P. a Maryland limited partnership THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE...
American Assets Trust, Inc. • January 19th, 2011 • Real estate investment trusts • Maryland

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN ASSETS TRUST, L.P., dated as of January 19, 2011, is made and entered into by and among AMERICAN ASSETS TRUST, INC., a Maryland corporation, as the General Partner and the Persons whose names are set forth on Exhibit A attached hereto, as limited partners, and any Additional Limited Partner that is admitted from time to time to the Partnership and listed on Exhibit A attached hereto.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 2nd, 2014 • American Assets Trust, Inc. • Real estate investment trusts • California

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), effective as of March 25, 2014 (the "Effective Date"), is entered into by and among American Assets Trust, Inc., a Maryland corporation (the “REIT”), American Assets Trust, L.P., a Maryland limited partnership (the “Operating Partnership”) and John W. Chamberlain (the “Executive”).

AMERICAN ASSETS TRUST, INC.$150,000,000 of Common StockEQUITY DISTRIBUTION AGREEMENTDated: May 6, 2013
Equity Distribution Agreement • May 7th, 2013 • American Assets Trust, Inc. • Real estate investment trusts • New York
AMERICAN ASSETS TRUST, INC. (a Maryland corporation) [—] Shares of Common Stock UNDERWRITING AGREEMENT Dated: , 2010
Underwriting Agreement • January 3rd, 2011 • American Assets Trust, Inc. • Real estate investment trusts • New York

American Assets Trust, Inc., a Maryland corporation (the “Company”), and American Assets Trust, L.P., a Maryland limited partnership (the “Operating Partnership” and, together with the Company, the “Transaction Entities”), confirm their respective agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Wells Fargo Securities, LLC (“Wells Fargo”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, Wells Fargo and Morgan Stanley are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”) set for

EMPLOYMENT AGREEMENT
Employment Agreement • January 19th, 2011 • American Assets Trust, Inc. • Real estate investment trusts • California

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of January 19, 2011, is entered into by and among American Assets Trust, Inc., a Maryland corporation (the “REIT”), American Assets Trust, L.P., a Maryland limited partnership (the “Operating Partnership”) and Ernest S. Rady (the “Executive”).

FRANCHISE LICENSE AGREEMENT EMBASSY SUITES - WAIKIKI BEACH WALK HONOLULU, HAWAII
Franchise License Agreement • October 20th, 2010 • American Assets Trust, Inc. • Real estate investment trusts • New York

Dated as of the date set forth on the Rider attached hereto as Attachment B (the “Rider”) between the licensor entity set forth on the Rider (“we,” “us,” “our” or “Licensor”), and the licensee entity (“you,” “your” or “Licensee”), the name and address of which is set forth on the Rider.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 19th, 2011 • American Assets Trust, Inc. • Real estate investment trusts • California

THIS REGISTRATION RIGHTS AGREEMENT is entered into as of January 19, 2011 by and among American Assets Trust, Inc., a Maryland corporation (the “Company”), and the holders listed on Schedule I hereto (each an “Initial Holder” and, collectively, the “Initial Holders”).

LOAN AGREEMENT Dated as of August 5, 2005 Between FIRST STATES INVESTORS 239, LLC, as Borrower and BANK OF AMERICA, N.A., as Lender
Loan Agreement • September 13th, 2010 • American Assets Trust, Inc.

THIS LOAN AGREEMENT, dated as of August 5, 2005 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between BANK OF AMERICA, N.A., a national banking association, having an address at 214 North Tryon Street, Charlotte, North Carolina 28255 (together with its successors and/or assigns, “Lender”) and FIRST STATES INVESTORS 239, LLC, a Delaware limited liability company having an address at c/o American Financial Realty Trust, 680 Old York Road, Suite 200, Jenkintown, Pennsylvania 19046 (together with its successors and/or assigns, “Borrower”).

AMERICAN ASSETS TRUST, INC. RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • December 6th, 2010 • American Assets Trust, Inc. • Real estate investment trusts • California

American Assets Trust, Inc., a Maryland corporation (the “Company”), pursuant to its 2011 Equity Incentive Award Plan (the “Plan”), hereby grants to the individual listed below (“Participant”) the number of shares of the Company’s Stock (the “Shares”) set forth below. This Restricted Stock award is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Award Agreement attached hereto as Exhibit A (the “Restricted Stock Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Restricted Stock Agreement.

AGREEMENT AND PLAN OF MERGER DATED AS OF SEPTEMBER 13, 2010 BY AND AMONG AMERICAN ASSETS TRUST, L.P., a Maryland limited partnership [OP SUB REVERSE MERGER ENTITY MERGER SUB] a [ ] AND [OP SUB REVERSE MERGER ENTITY] a [ ]
Agreement and Plan of Merger • October 20th, 2010 • American Assets Trust, Inc. • Real estate investment trusts • California

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 13, 2010, by and among American Assets Trust, L.P., a Maryland limited partnership (the “Operating Partnership”) and a subsidiary of American Assets Trust, Inc., a Maryland corporation (the “REIT”), [OP Sub Reverse Merger Entity], a [ ] (the “SPE”), and [OP Sub Reverse Merger Entity Merger Sub], a Delaware limited liability company to be formed prior to the Effective Time (defined below) and to be wholly-owned by the Operating Partnership (“Merger Sub”).

AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • December 17th, 2010 • American Assets Trust, Inc. • Real estate investment trusts • California

This AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of December 16, 2010, by and among American Assets Trust, Inc., a Maryland corporation (the “REIT”), [•] (the “SPE”), and [•], a Delaware limited liability company to be formed prior to the Closing Date and to be wholly-owned by the REIT (the “Merger Sub”). The REIT, the SPE and the Merger Sub are referred to herein from time to time individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Merger Agreement (as defined below).

AMERICAN ASSETS TRUST, INC. (a Maryland corporation) 27,500,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: January 12, 2011
American Assets Trust, Inc. • January 19th, 2011 • Real estate investment trusts • New York

American Assets Trust, Inc., a Maryland corporation (the “Company”), and American Assets Trust, L.P., a Maryland limited partnership (the “Operating Partnership” and, together with the Company, the “Transaction Entities”), confirm their respective agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Wells Fargo Securities, LLC (“Wells Fargo”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, Wells Fargo and Morgan Stanley are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”) set for

AGREEMENT AND PLAN OF MERGER DATED AS OF SEPTEMBER 13, 2010 BY AND AMONG AMERICAN ASSETS TRUST, L.P., a Maryland limited partnership [OP SUB REVERSE MERGER ENTITY MERGER SUB] a [ ] AND [OP SUB REVERSE MERGER ENTITY] a [ ]
Agreement and Plan of Merger • September 13th, 2010 • American Assets Trust, Inc. • California

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 13, 2010, by and among American Assets Trust, L.P., a Maryland limited partnership (the “Operating Partnership”) and a subsidiary of American Assets Trust, Inc., a Maryland corporation (the “REIT”), [OP Sub Reverse Merger Entity], a [ ] (the “SPE”), and [OP Sub Reverse Merger Entity Merger Sub], a Delaware limited liability company to be formed prior to the Effective Time (defined below) and to be wholly-owned by the Operating Partnership (“Merger Sub”).

AMERICAN ASSETS TRUST, INC. 2011 EQUITY INCENTIVE AWARD PLAN
Restricted Stock Award Agreement • May 2nd, 2014 • American Assets Trust, Inc. • Real estate investment trusts • California
TRANSITION SERVICES AGREEMENT
Transition Services Agreement • January 19th, 2011 • American Assets Trust, Inc. • Real estate investment trusts • California

This Transition Services Agreement (this “Agreement”) is entered as of January 19, 2011 by and among American Assets, Inc., a California corporation (“AAI”), and American Assets Trust, L.P., a Maryland limited partnership (“AAT”). AAI and AAT are sometimes referred to individually, each as a “Party” and, collectively, as the “Parties”.

TAX PROTECTION AGREEMENT
Tax Protection Agreement • January 19th, 2011 • American Assets Trust, Inc. • Real estate investment trusts • California

This TAX PROTECTION AGREEMENT (this “Agreement”) is entered into as of January 19, 2011, by and among American Assets Trust, Inc., a Maryland corporation (the “REIT”), American Assets Trust, L.P., a Maryland limited partnership (the “Operating Partnership”), each Protected Partner identified as a signatory on Schedule I, as amended from time to time, each Guaranty Partner identified as a signatory on Schedule II, as amended from time to time, and each Non-Qualified Liability Partner identified as a signatory on Schedule III, as amended from time to time.

FRANCHISE LICENSE AGREEMENT EMBASSY SUITES – WAIKIKI BEACH WALK Honolulu, Hawaii
Franchise License Agreement • January 19th, 2011 • American Assets Trust, Inc. • Real estate investment trusts • New York

This Franchise License Agreement is dated as of the Effective Date between Embassy Suites Franchise LLC (“we,” “us,” “our” or “Licensor”) and the licensee entity (“you,” “your” or “Licensee”) set forth in the Rider attached as Attachment B.

COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • March 10th, 2015 • American Assets Trust, Inc. • Real estate investment trusts • California

THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of March 9, 2015 by and between American Assets Trust, Inc., a Maryland corporation (the “Company”), and Explorer Insurance Company, a California corporation (the “Purchaser”).

AMERICAN ASSETS TRUST, INC. 2011 EQUITY INCENTIVE AWARD PLAN RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • December 6th, 2010 • American Assets Trust, Inc. • Real estate investment trusts • California
Contract
Deed of Trust and Security Agreement • June 1st, 2011 • American Assets Trust, Inc. • Real estate investment trusts

THIS DEED OF TRUST AND SECURITY AGREEMENT (this “Security Instrument”) is made as of the 1st day of June, 2011, by AAT OREGON OFFICE I, LLC, a Delaware limited liability company (“Borrower”), as grantor, having an address at 11455 El Camino Real, Suite 200, San Diego, California 92130, Attention: John Chamberlain and Robert Barton in favor of FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation, having an office at 1 First American Way, Santa Ana, California 92707 (“Trustee”), as grantee, for the benefit of PNC BANK, NATIONAL ASSOCIATION, a national banking association (together with its successors and assigns, “Lender”), having an address at c/o Midland Loan Services, Inc., 10851 Mastin, Suite #300, Overland Park, Kansas 66210, Reference Loan Number 940960046, as beneficiary.

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PROMISSORY NOTE
American Assets Trust, Inc. • October 10th, 2012 • Real estate investment trusts

FOR VALUE RECEIVED, AAT CC BELLEVUE, LLC, a Delaware limited liability company (“Borrower”), as maker, having an address at 11455 El Camino Real, Suite 200, San Diego, California 92130, Attention: Robert Barton and John Chamberlain, hereby unconditionally promises to pay to the order of PNC BANK, NATIONAL ASSOCIATION, a national banking association, having an address at c/o Midland Loan Services, Inc., 10851 Mastin, Suite #300, Overland Park, Kansas 66210, Reference Loan Number 940960335 (together with its successors and assigns, “Lender”), or at such other place as the holder hereof may from time to time designate in writing, the aggregate principal sum of $111,000,000.00, in lawful money of the United States of America, with interest thereon to be computed from the date of this Note at the Applicable Interest Rate (defined below), and to be paid in installments as follows:

OP CONTRIBUTION AGREEMENT DATED AS OF SEPTEMBER 13, 2010 BY AND AMONG AMERICAN ASSETS TRUST, L.P., a Maryland limited partnership AMERICAN ASSETS TRUST, INC., a Maryland corporation AND THE CONTRIBUTORS as set forth on Schedule I hereto
Op Contribution Agreement • September 13th, 2010 • American Assets Trust, Inc. • California

THIS OP CONTRIBUTION AGREEMENT is made and entered into as of September 13, 2010 (this “Agreement”), by and among American Assets Trust, L.P., a Maryland limited partnership (the “Operating Partnership”), American Assets Trust, Inc., a Maryland corporation (the “REIT”), and the contributors whose names appear on Schedule I hereto (each a “Contributor” and, collectively the “Contributors”). Certain capitalized terms are defined in Section 6.02 of this Agreement.

AMERICAN ASSETS TRUST, INC.$150,000,000 of Common StockEQUITY DISTRIBUTION AGREEMENTDated: May 6, 2013
Distribution Agreement • May 7th, 2013 • American Assets Trust, Inc. • Real estate investment trusts • New York
OP SUB CONTRIBUTION AGREEMENT DATED AS OF SEPTEMBER 13, 2010 BY AND AMONG AMERICAN ASSETS TRUST, L.P., a Maryland limited partnership [OP SUBSIDIARY ENTITY], a Delaware limited liability company AMERICAN ASSETS TRUST, INC., a Maryland corporation AND...
Op Sub Contribution Agreement • October 20th, 2010 • American Assets Trust, Inc. • Real estate investment trusts • California

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN ASSETS TRUST, L.P., dated as of [ ], 2010, is made and entered into by and among AMERICAN ASSETS TRUST, INC., a Maryland corporation, as the General Partner and the Persons whose names are set forth on Exhibit A attached hereto, as limited partners, and any Additional Limited Partner that is admitted from time to time to the Partnership and listed on Exhibit A attached hereto.

AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • December 17th, 2010 • American Assets Trust, Inc. • Real estate investment trusts • California

This AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of December 16, 2010, by and among American Assets Trust, Inc., a Maryland corporation (the “REIT”), and the parties identified on Schedule I hereto (each a “Forward REIT Merger Entity” and, collectively the “Forward REIT Merger Entities”). The REIT and the Forward REIT Merger Entities are referred to herein from time to time individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Merger Agreement (as defined below).

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • January 10th, 2012 • American Assets Trust, Inc. • Real estate investment trusts • New York

SECOND AMENDMENT, dated as of January 10, 2012 (this “Agreement”), to the Credit Agreement, dated as of January 19, 2011 (as heretofore and hereafter amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among AMERICAN ASSETS TRUST, L.P., a Maryland limited partnership (the “Borrower”), AMERICAN ASSETS TRUST, INC. a Maryland corporation (“REIT”), the lenders from time to time party thereto (the “Lenders”), BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, together with any successor administrative agent, the “Administrative Agent”) and BANK OF AMERICA, N.A., as Swing Line Lender and L/C Issuer thereunder. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

AMENDMENT TO OP SUB CONTRIBUTION AGREEMENT
Op Sub Contribution Agreement • December 17th, 2010 • American Assets Trust, Inc. • Real estate investment trusts • California

This AMENDMENT TO OP SUB CONTRIBUTION AGREEMENT (this “Amendment”) is entered into as of December 16, 2010, by and among American Assets Trust, L.P., a Maryland limited partnership (the “Operating Partnership”), American Assets Trust, Inc., a Maryland corporation (the “REIT”), [•], a Delaware limited liability company to be formed prior to the Closing Date and to be wholly owned by the Operating Partnership (the “OP Subsidiary”), and the contributors whose names appear on Schedule I hereto (each a “Contributor” and, collectively the “Contributors”). The REIT, the Operating Partnership, the OP Subsidiary and the Contributors are referred to herein from time to time individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Contribution Agreement (as defined below).

Contract
Disturbance and Attornment Agreement • October 10th, 2012 • American Assets Trust, Inc. • Real estate investment trusts

THIS DEED OF TRUST AND SECURITY AGREEMENT (this “Security Instrument”) is made as of the 10th day of October, 2012, by AAT CC BELLEVUE, LLC, a Delaware limited liability company (“Borrower”), as grantor, having an address at 11455 El Camino Real, Suite 200, San Diego, California 92130, Attention: John Chamberlain and Robert Barton in favor of CHICAGO TITLE COMPANY OF WASHINGTON, a Washington corporation, having an office at 701 5th Avenue, 23 Floor, Seattle, Washington 98104 (“Trustee”), as grantee, for the benefit of PNC BANK, NATIONAL ASSOCIATION, a national banking association (together with its successors and assigns, “Lender”), having an address at c/o Midland Loan Services, Inc., 10851 Mastin, Suite #300, Overland Park, Kansas 66210, Reference Loan Number 940960335, as beneficiary.

DEED OF TRUST AND SECURITY AGREEMENT Dated: June 13, 2005
Non-Disturbance and Attornment Agreement • September 13th, 2010 • American Assets Trust, Inc.

THIS DEED OF TRUST AND SECURITY AGREEMENT (this “Security Instrument”) is made as of the 13th day of June, 2005, by LANDMARK VENTURE HOLDINGS, LLC, a Delaware limited liability company, having an address at c/o American Assets, Inc., 11455 El Camino Real, Suite 200, San Diego, California 92130 (“Venture”) and LANDMARK FIREHILL HOLDINGS, LLC, a Delaware limited liability company, having an address at c/o American Assets, Inc., 11455 El Camino Real, Suite 200, San Diego, California 92130 (“Firehill”; Venture and Firehill are individually or collectively (as the context requires) referred to herein as “Borrower”), as trustor, in favor of CHICAGO TITLE COMPANY, a California corporation, having an office at One Kaiser Plaza Suite 745, Oakland, Ca. 94612 (“Trustee”), as trustee, for the benefit of MORGAN STANLEY MORTGAGE CAPITAL INC., a New York corporation, having an address at 1221 Avenue of the Americas, New York, New York 10020 (together with its successors and assigns, “Lender”), as ben

AMERICAN ASSETS TRUST, L.P. $150,000,000 4.04% Senior Guaranteed Notes, Series A, due October 31, 2021 $100,000,000 4.45% Senior Guaranteed Notes, Series B, due February 2, 2025 and $100,000,000 4.50% Senior Guaranteed Notes, Series C, due April 1,...
Note Purchase Agreement • October 31st, 2014 • American Assets Trust, Inc. • Real estate investment trusts • New York

SCHEDULE A — DEFINED TERMS SCHEDULE 1(a) — FORM OF 4.04% SENIOR GUARANTEED NOTE, SERIES A, DUE October 31, 2021 SCHEDULE 1(b) — FORM OF 4.45% SENIOR GUARANTEED NOTE, SERIES B, DUE FEBRUARY 2, 2025 SCHEDULE 1(c) — FORM OF 4.50% SENIOR GUARANTEED NOTE, SERIES C, DUE APRIL 1, 2025 SCHEDULE 4.4(a) — FORM OF OPINION OF SPECIAL COUNSEL FOR THE NOTE PARTIES SCHEDULE 4.4(b) — FORM OF OPINION OF SPECIAL COUNSEL FOR THE PURCHASERS SCHEDULE 5.3 — DISCLOSURE MATERIALS SCHEDULE 5.4 — SUBSIDIARIES OF THE NOTE PARTIES AND OWNERSHIP OF SUBSIDIARY STOCK SCHEDULE 5.5 — FINANCIAL STATEMENTS SCHEDULE 5.15 — EXISTING INDEBTEDNESS SCHEDULE 10.4(m) — EXISTING LIENS SCHEDULE 10.6(j) — INVESTMENTS SCHEDULE B — INFORMATION RELATING TO PURCHASERS SCHEDULE C — FORM OF AFFILIATE GUARANTY SCHEDULE D — FORM OF COMPLIANCE CERTIFICATE SCHEDULE E — EXCEPTIONS TO RECOURSE LIABILITY SCHEDULE F — INITIAL UNENCUMBERED ELIGIBLE PROPERTIES

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • October 17th, 2014 • American Assets Trust, Inc. • Real estate investment trusts • New York

FIRST AMENDMENT, dated as of October 16, 2014 (this “Agreement”), to the Amended and Restated Credit Agreement, dated as of January 9, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement), among American Assets Trust, Inc., a Maryland corporation, American Assets Trust, L.P., a Maryland limited partnership (the “Borrower”), the lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender thereunder. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

MANAGEMENT BUSINESS CONTRIBUTION AGREEMENT
Management Business Contribution Agreement • September 13th, 2010 • American Assets Trust, Inc. • California

This CONTRIBUTION AGREEMENT is made and entered into as of September 13, 2010 by and between AMERICAN ASSETS, INC., a California corporation (“Assignor”), and AMERICAN ASSETS TRUST MANAGEMENT, LLC, a Delaware limited liability company, (“Assignee”).

MANAGEMENT AGREEMENT FOR
Management Agreement • October 20th, 2010 • American Assets Trust, Inc. • Real estate investment trusts • Hawaii

THIS MANAGEMENT AGREEMENT (this “Agreement”) is executed effective as of November 1, 2007 (the “Commencement Date”), by and between ABW HOLDINGS LLC, a Delaware limited liability company (“Owner”), and RETAIL RESORT PROPERTIES LLC, a Hawaii limited liability company (“Manager”).

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