INDEMNIFICATION AGREEMENTIndemnification Agreement • September 13th, 2010 • American Assets Trust, Inc. • 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. • September 13th, 2010 • Maryland
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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 13th, 2010 • American Assets Trust, Inc. • California
THIS REGISTRATION RIGHTS AGREEMENT is entered into as of [ ], 2010 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 LenderLoan 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”).
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”).
TAX PROTECTION AGREEMENTTax Protection Agreement • September 13th, 2010 • American Assets Trust, Inc. • California
This TAX PROTECTION AGREEMENT (this “Agreement”) is entered into as of [ , 2010], 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.
DEL MONTE - POH, LLC, DEL MONTE - DMSJH, LLC, DEL MONTE - KMBC, LLC, and DEL MONTE - DMCH, LLC collectively, as trustorDeed of Trust and Security Agreement • September 13th, 2010 • American Assets Trust, Inc.
THIS DEED OF TRUST AND SECURITY AGREEMENT (this “Security Instrument”) is made as of the 30th day of June, 2005, by DEL MONTE - POH, LLC, a Delaware limited liability company, having an address at 11455 El Camino Real, Suite 200, San Diego, California 92130 (“TIC 1”), DEL MONTE - DMSJH, LLC, a Delaware limited liability company, having an address at 11455 El Camino Real, Suite 200, San Diego, California 92130 (“TIC 2”), DEL MONTE - KMBC, LLC, a Delaware limited liability company, having an address at 11455 El Camino Real, Suite 200, San Diego, California 92130 (“TIC 3”) and DEL MONTE - DMCH, LLC, a Delaware limited liability company, having an address at 11455 El Camino Real, Suite 200, San Diego, California 92130 (“TIC 4”; TIC 1, TIC 2, TIC 3 and TIC 4 are individually or collectively (as the context requires) referred to herein as “Borrower”), as trustor, in favor of FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation, having an office at 411 Ivy Street, San Diego, Calif
LOAN ASSUMPTION AGREEMENTLoan Assumption Agreement • September 13th, 2010 • American Assets Trust, Inc.
THIS LOAN ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of May 15, 2007 (the “Effective Date”) by and between First States Investors 239, LLC, a Delaware limited liability company (“Prior Owner”); First States Group, L.P., a Delaware limited partnership (“Prior Guarantor”); Novato FF Property, LLC, a Delaware limited liability company (“Borrower”); American Assets, Inc., a California corporation (“New Guarantor”); Bank of America, N.A., as Master Servicer (as defined in the Intercreditor Agreement) (“Servicer”) for LaSalle Bank National Association, as Trustee for the registered holders of Banc of America Commercial Mortgage Inc. Commercial Mortgage Pass-Through Certificates, Series 2005-5 (“Note A-1 Lender”) and Wells Fargo Bank, N.A., as Trustee for the benefit of holders of GE Commercial Mortgage Corporation, Mortgage Pass-Through Certificates, Series 2005-C4 (“Note A-2 Lender”; Note A-1 Lender and Note A-2 Lender are collectively hereinafter referred to as “Le
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 heretoOp 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.
DEED OF TRUST AND SECURITY AGREEMENT Dated: June 13, 2005Non-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
MANAGEMENT BUSINESS CONTRIBUTION AGREEMENTManagement 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”).
FIRST STATES INVESTORS 239, LLC, as grantor (Borrower) to FIRST AMERICAN TITLE INSURANCE COMPANY, as trustee (Trustee) for the benefit of MORTGAGE ELECTRONIC REGISTRATION SYSTEMS, INC., as beneficiary (Beneficiary) DEED OF TRUST, ASSIGNMENT OF LEASES...First States • September 13th, 2010 • American Assets Trust, Inc.
This Security Instrument is given to Trustee for the benefit of Beneficiary, in its capacity as nominee for Lender (defined below) in accordance with Section 16.2 below, to secure a loan (the “Loan”) in the principal sum of ONE HUNDRED NINETY MILLION SIX HUNDRED EIGHTY-SEVEN THOUSAND FIVE HUNDRED and No/100 Dollars ($190,687,500.00) advanced pursuant to that certain Loan Agreement, dated as of the date hereof, between Borrower and Bank of America, N.A., a national banking association (“Lender”), among others (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”) and evidenced by that certain Promissory Note, dated as of the date hereof, made by Borrower in favor of Lender (such Promissory Note, together with all extensions, renewals, replacements, restatements or modifications thereof; being hereinafter referred to as the “Note”);
ContractSecurity Agreement • September 13th, 2010 • American Assets Trust, Inc. • California
THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING (this “Security Instrument”) is made as of the 15th day of February, 2007, by ABW HOLDINGS LLC, a Delaware limited liability company (“Borrower”), as mortgagor, having an address at 2375 Kuhio Avenue, Honolulu, Hawaii 96815 (and with a copy of all notices to: c/o American Assets, Inc., 11455 El Camino Real, Suite 200, San Diego, California 92130, Attention: John Chamberlain and Robert Barton) to COLUMN FINANCIAL, INC., a Delaware corporation (together with its successors and assigns, “Lender”), having an address at 11 Madison Avenue, New York, New York 10010, as mortgagee.
REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENTRepresentation, Warranty and Indemnity Agreement • September 13th, 2010 • American Assets Trust, Inc. • California
This REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT (this “Agreement”) is made and entered into as of September 13, 2010, and is effective as of the Closing Date (as defined below), by and among American Assets Trust, Inc., a Maryland corporation (the “REIT”), American Assets Trust, L.P., a Maryland limited partnership and subsidiary of the REIT (the “Operating Partnership”, and collectively with the REIT, the “Consolidated Entities”), and Ernest Rady Trust U/D/T March 10, 1983, as amended, (the “Principal” or the “Indemnifying Party”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NOVATO FF VENTURE, LLC Dated as of May 15, 2007Limited Liability Company Agreement • September 13th, 2010 • American Assets Trust, Inc. • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of NOVATO FF VENTURE, LLC, a Delaware limited liability company (the “Company”), is executed and entered into as of May 15, 2007, by and between Novato FF PT Investor, LLC (“GEPT SPE”), a Delaware limited liability company, and Pacific Novato Holdings, LP (“AA SPE”), a California limited partnership (each a “Member” and collectively, “Members”).
FIRST AMENDMENT TO LOAN AGREEMENTLoan Agreement • September 13th, 2010 • American Assets Trust, Inc. • New York
THIS FIRST AMENDMENT TO LOAN AGREEMENT (this “Agreement”) made as of the 6th day of December, 2005, between BANK OF AMERICA, N.A., as original lender, having an address at Hearst Tower, 214 North Tryon Street, Charlotte, North Carolina 28255 (“Lender”), BANK OF AMERICA, N.A., as Master Servicer for Banc of America Commercial Mortgage Inc. Commercial Mortgage Pass-Through Certificates, Series 2005-5 (“Master Servicer”) 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 (“Borrower”).
SUBSTITUTE NOTESubstitute Note • September 13th, 2010 • American Assets Trust, Inc.
FOR VALUE RECEIVED, [ ], a [ ], having an address at [ ] (“Borrower”), as maker, hereby unconditionally promises to pay to the order of BEAR STEARNS COMMERCIAL MORTGAGE, INC., a New York corporation, having an address at 383 Madison Avenue, New York, New York 10179 (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 [ ] DOLLARS ($[ ]), in lawful money of the United States of America, with interest thereon to be computed from October 28, 2004 (the “Closing Date”) at the Applicable Interest Rate (defined below), and to be paid in installments as follows:
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 • September 13th, 2010 • American Assets Trust, Inc. • California
THIS OP SUB 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”), the contributors whose names appear on Schedule I hereto (each a “Contributor” and, collectively, the “Contributors”), and [OP Subsidiary Entity], a Delaware limited liability company to be formed prior to the Closing Date (defined below) and to be wholly owned by the Operating Partnership (the “OP Subsidiary”). Certain capitalized terms are defined in Section 6.02 of this Agreement.
INDEMNITY ESCROW AGREEMENTIndemnity Escrow Agreement • September 13th, 2010 • American Assets Trust, Inc. • California
This INDEMNITY ESCROW AGREEMENT (this “Agreement”), dated as of September 13, 2010, is made by and among American Assets Trust, Inc., a Maryland corporation (the “REIT”), American Assets Trust, L.P., a Maryland limited partnership and subsidiary of the REIT (the “Operating Partnership” and collectively with the REIT, the “Consolidated Entities”), the REIT, acting in the capacity of escrow agent (the “Escrow Agent”), and the Ernest Rady Trust U/D/T March 10, 1983, as amended (the “Principal”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Indemnity Agreement (as defined below).
AMENDED AND RESTATED PROMISSORY NOTE A-[ ]American Assets Trust, Inc. • September 13th, 2010 • New York
THIS AMENDED AND RESTATED PROMISSORY NOTE (this “Note”), is made as of October [ ], 2005, by and between FIRST STATES INVESTORS 239, LLC, a Delaware limited liability company, as borrower, having its principal place of business at c/o American Financial Realty Trust, 680 Old York Road, Suite 200, Jenkintown, Pennsylvania 19046 (“Borrower”), and BANK OF AMERICA, N.A., a national banking association, as lender, having an address at Hearst Tower, 214 North Tryon Street, Charlotte, North Carolina 28255 (“Lender”).
WAIKELE RESERVE WEST HOLDINGS, LLC and WAIKELE VENTURE HOLDINGS, LLC (collectively, as Borrower) and BEAR STEARNS COMMERCIAL MORTGAGE, INC., as Lender NOTE SEVERANCE AND LOAN DOCUMENT MODIFICATION AGREEMENTAnd Loan Document Modification Agreement • September 13th, 2010 • American Assets Trust, Inc. • California
THIS NOTE SEVERANCE AND LOAN DOCUMENT MODIFICATION AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of November 3, 2004 between BEAR STEARNS COMMERCIAL MORTGAGE, INC., a New York corporation, having an address at 383 Madison Avenue, New York, New York 10179 (together with its successors and assigns, “Lender”) and WAIKELE RESERVE WEST HOLDINGS, LLC, a Delaware limited liability company, having an address at 11455 El Camino Real, Suite 200, San Diego, California 92130 (“West”) and WAIKELE VENTURE HOLDINGS, LLC, a Delaware limited liability company, having an address at 11455 El Camino Real, Suite 200, San Diego, California 92130 (“Venture”; West and Venture are individually or collectively (as the context requires) referred to herein as “Borrower”).
AGREEMENT AND PLAN OF MERGER DATED AS OF SEPTEMBER 13, 2010 BY AND AMONG AMERICAN ASSETS TRUST, L.P., a Maryland limited partnership AND THE FORWARD OP MERGER ENTITIES as set forth on Schedule I heretoAgreement 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”), and the entities identified on Schedule I hereto as “Forward OP Merger Entities” (each a “Forward OP Merger Entity” and, collectively the “Forward OP Merger Entities”).
AGREEMENT AND PLAN OF MERGER DATED AS OF SEPTEMBER 13, 2010 BY AND AMONG AMERICAN ASSETS TRUST, INC., a Maryland corporation AND THE FORWARD REIT MERGER ENTITIES as set forth on Schedule I heretoAgreement 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, Inc., a Maryland corporation (the “REIT”) and the entities identified on Schedule I hereto as “Forward REIT Merger Entities” (each a “Forward REIT Merger Entity” and, collectively the “Forward REIT Merger Entities”).
