SEC Info - American Assets Trust, Inc., et al. - ‘10-Q’ for 6/30/16

SEC Info℠

Home

Help

Please Sign In

American Assets Trust, Inc., et al. – ‘10-Q’ for 6/30/16 – ‘EX-10.1’

On: Friday, 7/29/16, at 1:31pm ET · For: 6/30/16 · Accession #: 1500217-16-193 · File #s: 1-35030, 333-202342-01

  As Of               Filer                 Filing    For·On·As Docs:Size

 7/29/16  American Assets Trust, Inc.       10-Q        6/30/16   85:8.8M
          American Assets Trust, L.P.

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    824K 
 2: EX-10.1     Joinder and First Amendment to Term Loan Agreement  HTML     50K 
 3: EX-31.1     Certification -- §302 - SOA'02                      HTML     30K 
 4: EX-31.2     Certification -- §302 - SOA'02                      HTML     30K 
 5: EX-31.3     Certification -- §302 - SOA'02                      HTML     30K 
 6: EX-31.4     Certification -- §302 - SOA'02                      HTML     30K 
 7: EX-32.1     Certification -- §906 - SOA'02                      HTML     25K 
 8: EX-32.2     Certification -- §906 - SOA'02                      HTML     25K 
15: R1          Document and Entity Information                     HTML     49K 
16: R2          Consolidated Balance Sheets (Unaudited)             HTML    127K 
17: R3          Consolidated Balance Sheets (Unaudited)             HTML     43K 
                (Parenthetical)                                                  
18: R4          Consolidated Statements of Comprehensive Income     HTML    127K 
                (Unaudited)                                                      
19: R5          Consolidated Statement of Equity (Unaudited)        HTML    108K 
20: R6          Consolidated Statements of Cash Flows (Unaudited)   HTML    126K 
21: R7          Summary of Significant Accounting Policies          HTML     77K 
22: R8          Acquired In-Place Leases and Above/Below Market     HTML     42K 
                Leases                                                           
23: R9          Fair Value of Financial Instruments                 HTML     70K 
24: R10         Derivative and Hedging                              HTML     62K 
25: R11         Other Assets                                        HTML     38K 
26: R12         Other Liabilities and Deferred Credits              HTML     40K 
27: R13         Debt                                                HTML    128K 
28: R14         Partners Capital of American Assets Trust, L.P.     HTML     31K 
29: R15         Equity of American Assets Trust, Inc.               HTML    101K 
30: R16         Income Taxes                                        HTML     31K 
31: R17         Commitments and Contingencies                       HTML     53K 
32: R18         Operating Leases                                    HTML     36K 
33: R19         Components of Rental Income and Expense             HTML     84K 
34: R20         Other Income (Expense) , Net                        HTML     42K 
35: R21         Related Party Transactions                          HTML     31K 
36: R22         Segment Reporting                                   HTML    154K 
37: R23         Summary of Significant Accounting Policies          HTML     72K 
                (Policies)                                                       
38: R24         Summary of Significant Accounting Policies          HTML     43K 
                (Tables)                                                         
39: R25         Acquired In-Place Leases and Above/Below Market     HTML     41K 
                Leases (Tables)                                                  
40: R26         Fair Value of Financial Instruments (Tables)        HTML     62K 
41: R27         Derivative and Hedging (Tables)                     HTML     43K 
42: R28         Other Assets (Tables)                               HTML     38K 
43: R29         Other Liabilities and Deferred Credits (Tables)     HTML     40K 
44: R30         Debt (Tables)                                       HTML    112K 
45: R31         Equity of American Assets Trust, Inc. (Tables)      HTML     92K 
46: R32         Commitments and Contingencies (Tables)              HTML     36K 
47: R33         Operating Leases (Tables)                           HTML     32K 
48: R34         Components of Rental Income and Expense (Tables)    HTML     82K 
49: R35         Other Income (Expense) , Net (Tables)               HTML     42K 
50: R36         Segment Reporting (Tables)                          HTML    152K 
51: R37         Summary of Significant Accounting Policies          HTML     32K 
                (Details)                                                        
52: R38         Summary of Significant Accounting Policies -        HTML     39K 
                Supplement Disclosures Related to Consolidated                   
                Statements of Cash Flows (Details)                               
53: R39         ACQUIRED IN-PLACE LEASES AND ABOVE/BELOW MARKET     HTML     44K 
                LEASES Acquired Lease Intangibles and Leasing                    
                Costs Included in Other Assets and Other                         
                Liabilities and Deferred Credits (Details)                       
54: R40         Fair Value of Financial Instruments (Details)       HTML     42K 
55: R41         Fair Value of Financial Instruments - Financial     HTML     36K 
                Liabilities Fair Value Measurement on a Recurring                
                Basis (Details)                                                  
56: R42         FAIR VALUE OF FINANCIAL INSTRUMENTS - Carrying      HTML     41K 
                Amount and Fair Value of Financial Instruments                   
                (Details)                                                        
57: R43         Derivative and Hedging (Details)                    HTML    107K 
58: R44         Other Assets (Details)                              HTML     49K 
59: R45         Other Liabilities and Deferred Credits (Details)    HTML     45K 
60: R46         DEBT - Summary of Total Secured Notes Payable       HTML     98K 
                Outstanding (Details)                                            
61: R47         DEBT - Summary of Total Unsecured Notes Payable     HTML     95K 
                Outstanding (Details)                                            
62: R48         Debt (Details)                                      HTML    120K 
63: R49         Partners Capital of American Assets Trust, L.P.     HTML     37K 
                (Details)                                                        
64: R50         Equity of American Assets Trust, Inc. (Details)     HTML     47K 
65: R51         Equity of American Assets Trust, Inc. - Dividends   HTML     30K 
                Declare and Paid on Shares on Common Stock and                   
                Noncontrolling Common Units (Details)                            
66: R52         EQUITY OF AMERICAN ASSETS TRUST, INC. - Summary of  HTML     50K 
                Activity of Restricted Stock Awards (Details)                    
67: R53         EQUITY OF AMERICAN ASSETS TRUST, INC. -             HTML     55K 
                Computation of Basic and Diluted EPS (Details)                   
68: R54         Income Taxes (Details)                              HTML     30K 
69: R55         Commitments and Contingencies (Details)             HTML    101K 
70: R56         Commitments and Contingencies - Current Minimum     HTML     52K 
                Annual Payments under Leases (Details)                           
71: R57         Operating Leases (Details)                          HTML     32K 
72: R58         Operating Leases - Minimum Future Rentals from      HTML     39K 
                Noncancelable Operating Leases (Details)                         
73: R59         COMPONENTS OF RENTAL INCOME AND EXPENSE -           HTML     47K 
                Component of Rental Income (Details)                             
74: R60         Components of Rental Income and Expense (Details)   HTML     28K 
75: R61         Components of Rental Income and Expense -           HTML     42K 
                Components of Rental Expenses (Details)                          
76: R62         Other Income (EXPENSE) , NET Components of Other    HTML     33K 
                Income (Details)                                                 
77: R63         Related Party Transactions (Details)                HTML     40K 
78: R64         Segment Reporting (Details)                         HTML     27K 
79: R65         Segment Reporting - Operating Activity Within       HTML     44K 
                Reportable Segments (Details)                                    
80: R66         SEGMENT REPORTING - Reconciliation of Segment       HTML     49K 
                Profit to Net Income Attributable to Stockholders                
                (Details)                                                        
81: R67         SEGMENT REPORTING - Net Real Estate and Secured     HTML     47K 
                Note Payable Balances (Details)                                  
82: R68         SEGMENT REPORTING - Capital Expenditures (Details)  HTML     45K 
84: XML         IDEA XML File -- Filing Summary                      XML    151K 
83: EXCEL       IDEA Workbook of Financial Reports                  XLSX     92K 
 9: EX-101.INS  XBRL Instance -- aat-20160630                        XML   2.69M 
11: EX-101.CAL  XBRL Calculations -- aat-20160630_cal                XML    238K 
12: EX-101.DEF  XBRL Definitions -- aat-20160630_def                 XML    768K 
13: EX-101.LAB  XBRL Labels -- aat-20160630_lab                      XML   1.62M 
14: EX-101.PRE  XBRL Presentations -- aat-20160630_pre               XML    988K 
10: EX-101.SCH  XBRL Schema -- aat-20160630                          XSD    189K 
85: ZIP         XBRL Zipped Folder -- 0001500217-16-000193-xbrl      Zip    251K

‘EX-10.1’ — Joinder and First Amendment to Term Loan Agreement

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

<! C: C:

Exhibit

EXECUTION COPY

JOINDER AND FIRST AMENDMENT TO CREDIT AGREEMENT

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”).

W I T N E S S E T H

WHEREAS, the Credit Agreement provides in Section 2.17 thereof that any New Lender may extend an Incremental Term Loan subject to the approval of the Administrative Agent, by executing and delivering to the Administrative Agent documentation acceptable to the Administrative Agent subject to the other requirements of Section 2.17(c) of the Credit Agreement;

WHEREAS, the undersigned New Lender is not currently party to the Credit Agreement and now desires to provide an Incremental Term Loan in the amount of $50,000,000 on the date hereof, subject to the terms and conditions of this Amendment; and

WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders amend certain terms and conditions of the Credit Agreement as described herein.

NOW, THEREFORE, each of the parties hereto hereby agrees as follows:

1.New Lender. As of the date hereof following the effectiveness of this Amendment pursuant to Section 3 below, the undersigned New Lender agrees to extend an Incremental Term Loan in such amount as set forth on the New Lender’s signature page hereto. Upon the funding thereof, the Incremental Term Loan shall constitute a “Term Loan” under the Credit Agreement and the other Loan Documents for all purposes and shall have the same terms as, and be part of the same series as, the Term Loans funded on the Closing Date. The parties hereto hereby agree that as of the date hereof following the effectiveness of this Joinder Agreement pursuant to Section 2 below, the New Lender shall (a) be a party to the Credit Agreement and a "Lender" for all purposes of the Credit Agreement and the other Loan Documents and (b) have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents.

2.Amendment to Credit Agreement. Effective as set forth in Section 3 below, the Credit Agreement is hereby amended (i) to include Wells Fargo Securities, LLC immediately after PNC Capital Markets LLC on the cover page of the Credit Agreement as an additional Joint Lead Arranger and Joint Bookrunner and (ii) to amend the definition of “Arrangers” now appearing in Section 1.01 of the Credit Agreement to insert the phrase “and Wells Fargo Securities, LLC” immediately after the phrase “PNC Capital Markets LLC” now appearing therein. As so amended, the Credit Agreement shall continue in full force and effect.

3.Conditions to Effectiveness. This Amendment shall become effective upon (a) the satisfaction of the conditions precedent specified in Section 2.17 of the Credit Agreement, (b) the payment of all fees and expenses of the New Lender and the Administrative Agent required to be paid on or before the effectiveness of this Amendment and (c) receipt by the Administrative Agent of counterparts of this Joint Agreement duly executed and delivered by the Borrower, the Administrative Agent, the New Lender and the Required Lenders.

4.Officer’s Certificate. The Borrower hereby elects to increase the Facility and has delivered to the Administrative Agent a certificate signed by a Responsible Officer of the each Loan Party pursuant to Section 2.17(c)(i)(x) of the Credit Agreement, and a certificate signed by a Responsible Officer of the Borrower pursuant to Section 2.17(c)(i)(y) of the Credit Agreement substantially in the form attached hereto as Exhibit A.

5.Limited Amendment; Ratification of Loan Documents. Except as specifically amended or modified hereby, the terms and conditions of the Credit Agreement and the other Loan Documents shall remain in full force and effect, and are hereby ratified and affirmed in all respects. This Amendment shall not be deemed a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Credit Agreement or any other Loan Document, except as expressly set forth herein.

6.Reaffirmation. Each of the Borrower and REIT (i) agrees that this Amendment and the transactions contemplated hereby shall not limit or diminish the obligations of the Borrower or REIT arising under or pursuant to the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party and (ii) reaffirms its obligations under the Credit Agreement, the Guaranty Agreement and each and every other Loan Document to which it is a party.

7.Loan Document. This Amendment shall constitute a Loan Document.

8.Defined Terms. Capitalized terms defined in the Credit Agreement shall have their defined meanings when used herein.

9.Governing Law. This Amendment 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.

10.Miscellaneous. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same document.

[remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed and delivered by a duly authorized officer on the date first above written.



WELLS FARGO BANK, NATIONAL ASSOCIATION,
as a New Lender

By:	/s/ *WELLS FARGO BANK, NATIONAL ASSOCIATION*

$50,000,000 Incremental Term Loan

Accepted and agreed to as of the date first written above:



AMERICAN ASSETS TRUST, L.P.
a Maryland limited partnership

By:	*American Assets Trust, Inc.*,
	a Maryland corporation,
	its General Partner

By:		/s/ *ERNEST RADY*
Name:		Ernest Rady
Title:		President & CEO

By:		/s/ *ROBERT F. BARTON*
Name:		Robert F. Barton
Title:		EVP & CFO



AMERICAN ASSETS TRUST, INC.
a Maryland corporation

By:		/s/ *ERNEST RADY*
Name:		Ernest Rady
Title:		President & CEO

By:		/s/ *ROBERT F. BARTON*
Name:		Robert F. Barton
Title:		EVP & CFO

Accepted and agreed to as of the date first written above:



U.S. BANK NATIONAL ASSOCIATION,
as Administrative Agent and as a Lender

By:	/s/ *U.S. BANK NATIONAL ASSOCIATION*

Accepted and agreed to as of the date first written above:



PNC BANK, NATIONAL ASSOCIATION,
as Syndication Lender and as a Lender

By:	/s/ *PNC BANK, NATIONAL ASSOCIATION*

EXHIBIT A

OFFICER’S CERTIFICATE

May 2, 2016

Reference is made to the Term Loan Agreement, dated as of March 1, 2016 (the “Term Loan Agreement”), among AMERICAN ASSETS TRUST, L.P., a Maryland limited partnership (“Borrower”), AMERICAN ASSETS TRUST, INC., a Maryland corporation (“REIT”), with the institutions from time to time party thereto as Lenders, U.S. BANK NATIONAL ASSOCIATION, in its capacity as Administrative Agent for itself and the other Lenders and PNC BANK, NATIONAL ASSOCIATION, in its capacity as Syndication Agent. Capitalized terms used and not defined herein shall have the meaning given such terms in the Term Loan Agreement.

In accordance with Section 2.17(c) of the Term Loan Agreement, the undersigned Responsible Officer of REIT, in his capacity as such officer (and not in any individual capacity), hereby certifies on behalf of REIT, in its capacity as general partner of Borrower, that:

The conditions specified in Section 4.02 of the Term Loan Agreement to the funding of the Incremental Term Loan to be incurred on the date hereof have been satisfied.

Before and after giving effect to the Incremental Term Loan to be funded on the date hereof, (A) the representations and warranties contained in Article V of the Term Loan Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof, except to the extent that (1) such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language is true and correct in all respects as of such date after giving effect to such qualification and (3) the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Term Loan Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Term Loan Agreement and (B) no Default exists.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed this Officer’s Certificate as of the date set forth below.

AMERICAN ASSETS TRUST, L.P.

By: AMERICAN ASSETS TRUST, INC.

Its: General Partner

By: _________________________________

Robert F. Barton, EVP and CFO

Date: _______, 2016

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-Q’ Filing	Date	Other Filings

Filed on:	7/29/16	8-K
For Period end:	6/30/16
	5/2/16
	3/1/16	8-K
		List all Filings

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/14/24  American Assets Trust, Inc.       10-K       12/31/23  124:15M
 2/10/23  American Assets Trust, Inc.       10-K       12/31/22  119:18M
 2/11/22  American Assets Trust, Inc.       10-K       12/31/21  113:18M
 2/16/21  American Assets Trust, Inc.       10-K       12/31/20  114:17M

↑Top

Filing Submission 0001500217-16-000193 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

American Assets Trust, Inc., et al. – ‘10-Q’ for 6/30/16 – ‘EX-10.1’

On: Friday, 7/29/16, at 1:31pm ET · For: 6/30/16 · Accession #: 1500217-16-193 · File #s: 1-35030, 333-202342-01

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

‘EX-10.1’ — Joinder and First Amendment to Term Loan Agreement

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

4 Subsequent Filings that Reference this Filing

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents