American Assets Trust, L.P. Sample Contracts

AMERICAN ASSETS TRUST, L.P., as Company AMERICAN ASSETS TRUST, INC., as Guarantor INDENTURE DATED AS OF _______________, 20__ U.S. BANK NATIONAL ASSOCIATION, as Trustee
Indenture • January 14th, 2021 • American Assets Trust, L.P. • Real estate investment trusts • New York

THIS INDENTURE, dated as of [ 🌑 ], by and among AMERICAN ASSETS TRUST, L.P., a Maryland limited partnership (the “Company”), AMERICAN ASSETS TRUST, INC., a Maryland corporation, the Company’s sole general partner (the “General Partner,” and in the capacity as guarantor of one or more series of Securities to be issued hereunder from time to time the “Guarantor”) each having its principal office at 11455 El Camino Real, Suite 200, San Diego, California 92130, and U.S. Bank National Association, as Trustee hereunder (the “Trustee”), having its Corporate Trust Office at 633 West Fifth Street, 24th Floor, Los Angeles, California 90071.

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Published CUSIP Number: 02401JAL3THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 5, 2022 among AMERICAN ASSETS TRUST, L.P., as the Borrower, AMERICAN ASSETS TRUST, INC., as a Guarantor, BANK OF AMERICA, N.A., as Administrative Agent,...
Credit Agreement • January 5th, 2022 • American Assets Trust, L.P. • Real estate investment trusts • New York

This THIRD AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of January 5, 2022 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, each L/C Issuer from time to time party hereto, and BANK OF AMERICA, N.A., as Administrative Agent.

American Assets Trust, Inc. $250,000,000 of Common Stock EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • December 3rd, 2021 • American Assets Trust, L.P. • Real estate investment trusts • New York
AMENDED AND RESTATED TERM LOAN AGREEMENT Dated as of January 5, 2023 among AMERICAN ASSETS TRUST, L.P., as the Borrower, AMERICAN ASSETS TRUST, INC., as a Guarantor, U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent, The Lenders Party Hereto and...
Term Loan Agreement • January 5th, 2023 • American Assets Trust, L.P. • Real estate investment trusts • New York

THIS TERM NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

AMERICAN ASSETS TRUST, INC. 2011 AMENDED AND RESTATED EQUITY INCENTIVE AWARD PLAN RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • February 16th, 2021 • American Assets Trust, L.P. • Real estate investment trusts • California

Vesting Eligible Shares will continue to vest in equal installments on each Measurement Date occurring following the Change in Control, subject to Participant's continued status as an Employee, Independent Director or Consultant on the applicable Measurement Date; provided, however, that in the event of Participant’s Qualifying Termination (as defined below) or termination as a result of death or Disability (as defined below) following the date of a Change in Control, all of the Vesting Eligible Shares shall vest as of the date of termination. In addition, if a Change in Control occurs following the occurrence of a Measurement Date but prior to the corresponding Determination Date, Participant shall vest on the date of such Change in Control in such number of Shares as is determined pursuant to this Section 1 for such completed Performance Period.

AMERICAN ASSETS TRUST, INC. 2011 AMENDED AND RESTATED EQUITY INCENTIVE AWARD PLAN RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • February 14th, 2024 • American Assets Trust, L.P. • Real estate investment trusts • California

to the nearest whole Share). The “TSR Performance Multiplier” means, for each TSR Performance Period, the performance multiplier determined pursuant to the chart below based on the Company’s FFO Performance Multiplier for the FFO Performance Period and the Company’s Relative TSR Performance relative to the Index for such TSR Performance Period.

AMERICAN ASSETS TRUST, L.P. $100,000,000 3.78% Senior Guaranteed Notes, Series F, due July 19, 2024 NOTE PURCHASE AGREEMENT Dated as of July 19, 2017
Note Purchase Agreement • July 19th, 2017 • American Assets Trust, L.P. • Real estate investment trusts • New York

AMERICAN ASSETS TRUST, L.P., a Maryland limited partnership (together with any successor thereto that becomes a party hereto pursuant to Section 10.7, the “Company”) and American Assets Trust, Inc. a Maryland corporation (the “REIT”), jointly and severally agree with each of the Purchasers as follows:

AMERICAN ASSETS TRUST, INC. 2011 EQUITY INCENTIVE AWARD PLAN
Restricted Stock Award Agreement • February 17th, 2017 • American Assets Trust, L.P. • Real estate investment trusts • California

below) or termination as a result of death or Disability (as defined below) following the date of a Change in Control, all of the Vesting Eligible Shares shall vest as of the date of termination.

PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS [Pacific Ridge]
Purchase Agreement • March 27th, 2017 • American Assets Trust, L.P. • Real estate investment trusts • California

THIS PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS (this “Agreement”) is made as of the 24th day of March, 2017, by and between CP III PACIFIC RIDGE RF, LLC, a Delaware limited liability company (“Primary Owner”), and CP III PACIFIC RIDGE SOLAR, LLC, a California limited liability company (“Solar Owner”, and together with Primary Owner “Seller”), and AMERICAN ASSETS TRUST, INC., a Maryland corporation (“Purchaser”).

AMERICAN ASSETS TRUST, L.P. 3.375% Senior Notes due 2031 UNDERWRITING AGREEMENT January 14, 2021
Underwriting Agreement • January 20th, 2021 • American Assets Trust, L.P. • Real estate investment trusts • New York

* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. Each of the ratings above should be evaluated independently of any other security rating.

American Assets Trust, Inc. Enters into Agreement to Acquire La Jolla Commons in San Diego, California
Acquisition Agreement • June 10th, 2019 • American Assets Trust, L.P. • Real estate investment trusts

SAN DIEGO – American Assets Trust, Inc. (NYSE: AAT) (the “Company”) has entered into an agreement to acquire La Jolla Commons, consisting of two trophy office towers, an entitled development parcel and two parking structures, located in the preeminent University Town Center submarket of San Diego, California.

FIRST AMENDMENT Dated as of May 23, 2017
Note Purchase Agreement • May 23rd, 2017 • American Assets Trust, L.P. • Real estate investment trusts • New York

THIS FIRST AMENDMENT dated as of May 23, 2017 (the or this “First Amendment”) to the Note Purchase Agreement dated as of October 31, 2014 is between AMERICAN ASSETS TRUST, L.P., a Maryland limited partnership (the “Company”), AMERICAN ASSETS TRUST, INC., a Maryland corporation (the “REIT”) and each of the institutions which is a signatory to this First Amendment (collectively, the “Noteholders”).

FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS
Agreement of Purchase and Sale • July 30th, 2021 • American Assets Trust, L.P. • Real estate investment trusts

This FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS (this "First Amendment") is entered into as of June 28, 2021, by and between AAT EASTGATE, LLC, a Delaware limited liability company ("Buyer"), and KW FUND V – EASTGATE, LLC, a Delaware limited liability company ("Seller").

THIRD AMENDMENT TO TERM LOAN AGREEMENT
Term Loan Agreement • January 9th, 2018 • American Assets Trust, L.P. • Real estate investment trusts • New York

This TERM LOAN AGREEMENT (“Agreement”) is entered into as of March 1, 2016 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 U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent.

SECOND AMENDMENT TO TERM LOAN AGREEMENT
Term Loan Agreement • May 23rd, 2017 • American Assets Trust, L.P. • Real estate investment trusts • New York

THIS SECOND AMENDMENT, dated as of May 23, 2017 (this “Agreement”), to the Term Loan Agreement, dated as of March 1, 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Term Loan 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 U.S. Bank National Association, as Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Term Loan Agreement.

American Assets Trust, L.P. $150,000,000 3.91% Senior Guaranteed Notes, Series G, due July 30, 2030 Note Purchase Agreement Dated as of July 30, 2019
Note Purchase Agreement • July 30th, 2019 • American Assets Trust, L.P. • Real estate investment trusts • New York

American Assets Trust, L.P., a Maryland limited partnership (together with any successor thereto that becomes a party hereto pursuant to Section 10.7, the “Company”) and American Assets Trust, Inc. a Maryland corporation (the “REIT”), jointly and severally agree with each of the Purchasers as follows:

SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • January 9th, 2019 • American Assets Trust, L.P. • Real estate investment trusts • New York

FIRST AMENDMENT, dated as of January 9, 2019 (this “Amendment”), to the Second Amended and Restated Credit Agreement, dated as of January 9, 2018 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time prior to the date hereof, the “Credit Agreement), among American Assets Trust, Inc., a Maryland corporation (the “REIT”), American Assets Trust, L.P., a Maryland limited partnership (the “Borrower”), the Lenders, Swing Line Lenders and L/C Issuers from time to time party thereto, and Bank of America, N.A., as Administrative Agent thereunder. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

AMERICAN ASSETS TRUST, INC. 2011 EQUITY INCENTIVE AWARD PLAN
Restricted Stock Award Agreement • February 16th, 2018 • American Assets Trust, L.P. • Real estate investment trusts • California
American Assets Trust, Inc. Enters into Purchase Agreement to Acquire the Pacific Ridge Apartments in San Diego, California
Purchase Agreement • March 27th, 2017 • American Assets Trust, L.P. • Real estate investment trusts

SAN DIEGO -American Assets Trust, Inc. (NYSE: AAT) (the “Company”) has entered into a purchase agreement to acquire the Pacific Ridge Apartments (the “Property”), a 533 unit luxury apartment community located in San Diego, California that was completed in 2013 and is currently approximately 97% leased.

AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS (Eastgate) SUMMARY AND DEFINITION OF BASIC TERMS
Purchase and Sale Agreement • July 30th, 2021 • American Assets Trust, L.P. • Real estate investment trusts • Washington

This Agreement of Purchase and Sale and Joint Escrow Instructions (the "Agreement"), dated as of the Effective Date set forth in Section 1 of the Summary of Basic Terms, below, is made by and between AAT EASTGATE, LLC, a Delaware limited liability company ("Buyer"), and KW FUND V – EASTGATE, LLC, a Delaware limited liability company ("Seller"). The terms set forth below shall have the meanings set forth below when used in the Agreement.

JOINDER AND FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • July 29th, 2016 • American Assets Trust, L.P. • Real estate investment trusts • New York

THIS JOINDER AND FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of May 2, 2016 (this “Amendment”), to the Term Loan Agreement, dated as of March 1, 2016 (as amended, restated, 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 (the “REIT”), the Lenders party thereto and U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent for the benefit of the Lenders (in such capacity, the “Administrative Agent”).

GENERAL RELEASE
General Release • November 6th, 2015 • American Assets Trust, L.P. • Real estate investment trusts • California

THIS GENERAL RELEASE (this “Agreement”), effective as of the Effective Date (as defined below), 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” and together with the REIT and the Operating Partnership, the "Parties").

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FIRST AMENDMENT Dated as of May 23, 2017
Note Purchase Agreement • May 23rd, 2017 • American Assets Trust, L.P. • Real estate investment trusts • New York

THIS FIRST AMENDMENT dated as of May 23, 2017 (the or this “First Amendment”) to the Note Purchase Agreement dated as of March 1, 2017 is between AMERICAN ASSETS TRUST, L.P., a Maryland limited partnership (the “Company”), AMERICAN ASSETS TRUST, INC., a Maryland corporation (the “REIT”) and each of the institutions which is a signatory to this First Amendment (collectively, the “Noteholders”).

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • May 23rd, 2017 • American Assets Trust, L.P. • Real estate investment trusts • New York

SECOND AMENDMENT, dated as of May 23, 2017 (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.

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