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...Limited Partnership Agreement • January 19th, 2011 • American Assets Trust, Inc. • 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.
AMERICAN ASSETS TRUST, INC. (a Maryland corporation) 27,500,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: January 12, 2011Underwriting Agreement • January 19th, 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 AGREEMENTEmployment 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”).
REGISTRATION RIGHTS AGREEMENTRegistration 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”).
FRANCHISE LICENSE AGREEMENT EMBASSY SUITES – WAIKIKI BEACH WALK Honolulu, HawaiiFranchise 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.
TRANSITION SERVICES AGREEMENTTransition 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 AGREEMENTTax 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.
