Exhibit 99.3 AMENDMENT NO. 2 TO SUBSCRIPTION AGREEMENT This Amendment No. 2, dated as of December 29, 1999 (the "AMENDMENT"), to the Subscription Agreement, dated as of September 27, 1999, as amended (the "AGREEMENT"), by and among Keystone Property...Subscription Agreement • January 5th, 2000 • Keystone Property Trust • Real estate investment trusts • New York
Exhibit 10 (v) LOAN AGREEMENT Dated as of September 22, 1997 by and among FLIP/BRE, INC., OIP/BRE, L.L.C., MBP/BRE, L.L.C.Loan Agreement • March 31st, 1998 • American Real Estate Investment Corp • Real estate investment trusts • New York
EXHIBIT 10-9 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made and entered into as of September 27TH, 1999 by and between American Real Estate Investment Corporation, a Maryland corporation (the "COMPANY"),...Registration Rights Agreement • November 15th, 1999 • Keystone Property Trust • Real estate investment trusts • New York
Exhibit 99.2 PURCHASE AGREEMENT This Purchase Agreement (this "Agreement"), dated as of September 4, 2002, is by and among Cohen & Steers Capital Management, Inc. ("Cohen & Steers"), the client accounts of Cohen & Steers, as set forth on Schedule A...Purchase Agreement • September 6th, 2002 • Keystone Property Trust • Real estate investment trusts • New York
EXHIBIT 10.1 THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is made and entered into as of December 12, 1997 by and among American Real Estate Investment Corporation, a Maryland corporation ("the COMPANY") as general partner, and the...Limited Partnership Agreement • December 22nd, 1997 • American Real Estate Investment Corp • Real estate investment trusts
PROMISSORY NOTEPromissory Note • March 31st, 1998 • American Real Estate Investment Corp • Real estate investment trusts
SECTION 1.Subscription Agreement • January 27th, 2000 • Keystone Property Trust • Real estate investment trusts • New York
EXHIBIT 10.1 PURCHASE AND SALE AGREEMENT BY AND BETWEENPurchase and Sale Agreement • September 6th, 2001 • Keystone Property Trust • Real estate investment trusts • New York
EXHIBIT 1.1 KEYSTONE PROPERTY TRUST (a Maryland real estate investment trust) 7,500,000 Common Shares of Beneficial Interest (Par Value $.001 Per Share) PURCHASE AGREEMENTPurchase Agreement • May 9th, 2001 • Keystone Property Trust • Real estate investment trusts • New York
RECITALSContribution Agreement • December 18th, 1998 • American Real Estate Investment Corp • Real estate investment trusts • New York
Exhibit 10.4 REVOLVING CREDIT AGREEMENT DATED AS OF APRIL 29, 1998Revolving Credit Agreement • July 14th, 1998 • American Real Estate Investment Corp • Real estate investment trusts
EXHIBIT 10-2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made and entered into as of September 27TH by and between American Real Estate Investment Corporation, a Maryland corporation (the "COMPANY"), and the...Registration Rights Agreement • November 15th, 1999 • Keystone Property Trust • Real estate investment trusts • New York
EXHIBIT 10.aa EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, dated as of July 1, 2000, by and between Keystone Property Trust (the "Company") and Jeffrey E. Kelter ("Executive"), recites and provides as follows: W I T N E S S E T H: WHEREAS, the...Employment Agreement • April 2nd, 2001 • Keystone Property Trust • Real estate investment trusts • Pennsylvania
cause) of a Grantee on or after the Grantee's attainment of age 65, or earlier, if with the consent of the Committee. (v) If the Key Employee is party to an employment agreement which provides that restricted stock shall be subject to terms other than...Restricted Stock Award Agreement • January 13th, 1999 • American Real Estate Investment Corp • Real estate investment trusts
Exhibit 10.4 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, dated as of August 15, 1998, by and between American Real Estate Investment Corporation, a Maryland corporation (the "Company") and Timothy A. Peterson ("Executive"), recites and provides as...Employment Agreement • August 13th, 1998 • American Real Estate Investment Corp • Real estate investment trusts • Pennsylvania
Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of December 23, 1998, by and between American Real Estate Investment Corporation, a Maryland corporation (the "Company"), and AEW Targeted Securities...Registration Rights Agreement • January 8th, 1999 • American Real Estate Investment Corp • Real estate investment trusts • Maryland
EXHIBIT 10.1 THIS CREDIT AGREEMENT dated as of December 21, 2001 by and among KEYSTONE OPERATING PARTNERSHIP, L.P., a limited partnership organized under the laws of the State of Delaware (the "Borrower"), KEYSTONE PROPERTY TRUST, a real estate...Credit Agreement • January 4th, 2002 • Keystone Property Trust • Real estate investment trusts • New York
Exhibit 10.1.3 AMENDMENT NO. 2 (this "Amendment") TO AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN REAL ESTATE INVESTMENT, L.P. The parties hereto intend to amend the Agreement of Limited Partnership of American Real Estate, L.P. (the "Agreement")...Agreement of Limited Partnership • November 13th, 1997 • American Real Estate Investment Corp • Real estate investment trusts • Delaware
EXHIBIT 10.2 REINSTATEMENT AND FIRST AMENDMENT TO AGREEMENT OF SALE REINSTATEMENT AND FIRST AMENDMENT TO AGREEMENT OF SALE (this "First Amendment"), dated as of August 28, 2002, between INTERSTATE 78 OFFICE PARK, LTD., a New Jersey limited...Agreement of Sale • March 27th, 2003 • Keystone Property Trust • Real estate investment trusts • New Jersey
KEYSTONE PROPERTY TRUST (a Maryland statutory real estate investment trust) 2,200,000 Shares of 7.375% Series E Cumulative Redeemable Preferred Stock UNDERWRITING AGREEMENT Dated: March 10, 2004 TABLE OF CONTENTSUnderwriting Agreement • March 12th, 2004 • Keystone Property Trust • Real estate investment trusts • New York
Exhibit 10-2 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made this 26th day of June, 1998, by and between SZELES REAL ESTATE DEVELOPMENT COMPANY ("SREDC"), a Pennsylvania General Partnership, and SZELES INVESTMENT...Purchase and Sale Agreement • August 13th, 1998 • American Real Estate Investment Corp • Real estate investment trusts • Pennsylvania
EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, dated as of July 1, 2000, by and between Keystone Property Trust (the "Company") and John B. Begier ("Executive"), recites and provides as follows: W I T N E S S E T H: WHEREAS, the Company...Employment Agreement • May 15th, 2001 • Keystone Property Trust • Real estate investment trusts • Pennsylvania
EXHIBIT 10.dd EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, dated as of December 1, 2000, by and between Keystone Property Trust (the "Company") and Robert F. Savage Jr. ("Executive"), recites and provides as follows: W I T N E S S E T H: WHEREAS,...Employment Agreement • April 2nd, 2001 • Keystone Property Trust • Real estate investment trusts • Pennsylvania
FOR COMMON SHARES Keystone Property Trust 200 Four Falls Corporate Center Suite 208 West Conshohocken, PA 19428Subscription Agreement • January 5th, 2000 • Keystone Property Trust • Real estate investment trusts • New York
Exhibit 99.1 PURCHASE AGREEMENT This Purchase Agreement (this "Agreement"), dated as of September 4, 2002, is by and among CRA Real Estate Securities, L.P. ("CRA" or the "Purchaser"), and Keystone Property Trust (the "Seller"). WHEREAS, the Purchaser...Purchase Agreement • September 6th, 2002 • Keystone Property Trust • Real estate investment trusts • New York
EXHIBIT 10-10 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made and entered into as of September 27TH, 1999 by and between American Real Estate Investment Corporation, a Maryland corporation (the "COMPANY"),...Registration Rights Agreement • November 15th, 1999 • Keystone Property Trust • Real estate investment trusts • New York
Exhibit 10.4 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT dated as of December 23, 1998 by and between American Real Estate Investment Corporation, a Maryland corporation (the "REIT"), and AEW Targeted Securities Fund, L.P. (the...Securities Purchase Agreement • January 8th, 1999 • American Real Estate Investment Corp • Real estate investment trusts • Maryland
EXHIBIT 99.1 PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • September 10th, 2002 • Keystone Property Trust • Real estate investment trusts • New York
WITNESS:Sale Agreement • April 1st, 2002 • Keystone Property Trust • Real estate investment trusts
EXHIBIT 1.1 KEYSTONE PROPERTY TRUST (a Maryland statutory real estate investment trust) 2,400,000 Shares of 9.125% Series D Cumulative Redeemable Preferred Stock UNDERWRITING AGREEMENT Dated: February 12, 2003Underwriting Agreement • February 18th, 2003 • Keystone Property Trust • Real estate investment trusts • New York
EXHIBIT 10-1 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made and entered into as of September 27TH 1999 by and between American Real Estate Investment Corporation, a Maryland corporation (the "COMPANY"), and...Registration Rights Agreement • November 15th, 1999 • Keystone Property Trust • Real estate investment trusts • New York
EXHIBIT 10.t EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, dated as of October 1, 2001, by and between Keystone Property Trust (the "Company") and Timothy A. Peterson ("Executive"), recites and provides as follows: W I T N E S S E T H: WHEREAS, the...Employment Agreement • April 1st, 2002 • Keystone Property Trust • Real estate investment trusts • Pennsylvania
ARTICLE I THE MERGERMerger Agreement • October 15th, 1999 • Keystone Property Trust • Real estate investment trusts
FOR COMMON STOCKSubscription Agreement • October 18th, 1999 • Keystone Property Trust • Real estate investment trusts • New York
Exhibit 99.3 KEYSTONE PROPERTY TRUST (a Maryland real estate investment trust) PLACEMENT AGENCY AGREEMENT Dated: September 4, 2002Placement Agency Agreement • September 6th, 2002 • Keystone Property Trust • Real estate investment trusts • New York
