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| AAT > SEC Filings for AAT > Form 8-K on 10-Oct-2012 | All Recent SEC Filings |
10-Oct-2012
Entry into a Material Definitive Agreement
On October 10, 2012, American Assets Trust, Inc. (the "Company"), through a
direct or indirect subsidiary of its operating partnership, American Assets
Trust, L.P., entered into a ten-year non-recourse mortgage loan with PNC Bank,
National Association with an original principal amount of $111,000,000 (the
"Loan"). The Loan is secured by a first-priority deed of trust on City Center
Bellevue, an approximately 497,000 square foot, 27-story LEED-EB Gold certified
office building located at 500 108th Avenue NE, Bellevue, Washington (the
"Property") and an assignment of all leases, rents and security deposits
relating to the Property. Proceeds of the Loan will be used to reduce the
amounts outstanding on the Company's credit facility.
The Loan has a maturity date of November 1, 2022, bears interest at a fixed rate
per annum of 3.98 % and is interest only. American Assets Trust, L.P. has
provided the non-recourse carve-out guaranty and environmental indemnity.
Commencing on November 1, 2015, the Loan may be voluntarily prepaid in whole or
in part, subject to satisfaction of customary yield maintenance requirements in
effect for a prepayment prior to May 1, 2022, at which time the Loan may be
voluntarily prepaid without penalty or premium. The loan documents contain
customary events of default, including defaults in the payment of principal or
interest, defaults in compliance with the covenants contained in the documents
evidencing the Loan and bankruptcy or other insolvency events.
The foregoing description of the Loan does not purport to be complete and is
qualified in its entirety by reference to the full text of the (i) Deed of Trust
and Security Agreement and (ii) Promissory Note, which are attached as Exhibit
10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and
incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 regarding the Loan is incorporated by
reference into this Item 2.03.
Item 7.01 Regulation FD Disclosure.
On October 10, 2012, the Company issued a press release regarding the closing of
the Loan. A copy of the press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
Exhibit 99.1 is being furnished pursuant to Item 7.01 and shall not be deemed
"filed" for any purpose, including for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that section. Such information shall not be
incorporated by reference into any filing of the Company, whether made before or
after the date hereof, regardless of any general incorporation language in such
filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
The following exhibits are furnished with this Current Report on Form 8-K:
Exhibit
Number Exhibit Description
10.1 Deed of Trust and Security Agreement by and between AAT CC Bellevue, LLC,
as Borrower, and PNC Bank, National Association, as Lender, dated October
10, 2012.
10.2 Promissory Note by AAT CC Bellevue, LLC, as maker, to PNC Bank, National
Association, dated as of October 10, 2012.
99.1 Press release issued by American Assets Trust, Inc. dated October 10,
2012.
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