Exhibit 99.2
PURCHASE AGREEMENT
This Purchase Agreement (this "Agreement"), dated as of September 4,
2002, is by and among Xxxxx & Steers Capital Management, Inc. ("Xxxxx &
Steers"), the client accounts of Xxxxx & Steers, as set forth on Schedule A
(each a "Purchaser" and collectively, the "Purchasers"), and Keystone Property
Trust (the "Seller").
WHEREAS, the Purchasers desire to purchase from Seller, and Seller
desires to issue and sell to the Purchasers, 1,970,000 common shares of
beneficial interest, par value $.001 per share (the "Shares");
NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as follows:
1. PURCHASE AND SALE. Subject to the terms and conditions hereof, the
Purchasers hereby agree to purchase from Seller, and Seller agrees to
issue and sell to the Purchasers, the Shares at a price per share of
$16.415 for an aggregate purchase price of $32,337,550 (the "Purchase
Price").
2. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Each Purchaser represents
and warrants that:
(a) DUE AUTHORIZATION. Such Purchaser is duly authorized to purchase
the Shares. This Agreement has been duly authorized, executed
and delivered by such Purchaser and constitutes a legal, valid
and binding agreement of such Purchaser, or of Xxxxx & Steers
on behalf of such Purchaser, enforceable against such Purchaser
in accordance with its terms except as may be limited by (i) the
effect of bankruptcy, insolvency, reorganization, moratorium or
other similar laws relating to or affecting the rights or
remedies of creditors or (ii) the effect of general principles
of equity, whether enforcement is considered in a proceeding in
equity or at law and discretion of the court before which any
proceeding therefor may be brought.
(b) PROSPECTUS AND PROSPECTUS SUPPLEMENT. Such Purchaser has
received a copy of Seller's Prospectus dated September 4, 2002,
and Prospectus Supplement dated September 4, 2002 (collectively,
the "Prospectus").
(c) NOT A PARTY IN INTEREST; DISQUALIFIED PERSON. With respect to
Seller, such Purchaser is not a "party in interest" as such
phrase is used in the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or a "disqualified person" as such
phrase is used in the Internal Revenue Code of 1986, as amended
("Code").
(d) NOT A PROHIBITED TRANSACTION. The purchase of the Shares from
Seller will not give rise to a nonexempt "prohibited
transaction" under ERISA or the Code.
3. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and
warrants that:
(a) DUE AUTHORIZATION. This Agreement has been duly authorized,
executed and delivered by Seller and constitutes a legal,
valid and binding agreement of Seller, enforceable against
Seller in accordance with its terms except as may be limited
by (i) the effect of bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting the
rights or remedies of creditors or (ii) the effect of general
principles of equity, whether enforcement is considered in a
proceeding in equity or at law and the discretion of the court
before which any proceeding therefor may be brought.
(b) ORGANIZATION AND AUTHORITY. Seller has been duly organized and
is validly existing in good standing under the laws of
Maryland, with full power and authority to own or lease and
occupy its properties and conduct its business as described in
the Prospectus.
(c) ISSUANCE OF THE SHARES. The Shares have been duly and validly
authorized and, when issued and delivered pursuant to this
Agreement, will be fully paid and nonassessable and will be
listed, subject to notice of issuance, on the New York Stock
Exchange effective as of the Closing (as defined in Paragraph
5 of this Agreement).
(d) ABSENCE OF CONFLICTS. The execution, delivery and performance
of this Agreement and the consummation of transactions
contemplated herein do not and will not result in the creation
or imposition of any lien, charge or encumbrance upon any
property or assets of the Seller.
4. REPRESENTATION AND WARRANTY OF XXXXX & STEERS. Xxxxx & Steers hereby
represents and warrants that it has been duly authorized to act as
investment adviser on behalf of each Purchaser, and that it has the
power and authority to enter into this Agreement on behalf of each
Purchaser.
5. CONDITIONS TO OBLIGATIONS OF THE PARTIES. The obligations of the
parties hereto to effect the transactions contemplated by this
Agreement shall be subject to the satisfaction or waiver at or prior to
the Closing Time of the following conditions:
(a) each of the representations and warranties of the parties
hereto shall be true and correct in all respects;
(b) at Closing (as defined below), the Purchaser shall have
received the favorable opinion of counsel to the Seller and a
certificate of the officers of the Seller, dated as of the
Closing, in form and substance reasonably satisfactory to the
Purchaser.
6. CLOSING. The transactions contemplated hereby shall be consummated on
September 9, 2002 (such time and date of payment and delivery being
herein called the "Closing") on a delivery versus payment basis in
accordance with the "DTC ID System" through Xxxxxxx Xxxxx, Xxxxxx
Xxxxxx & Xxxxx Incorporated, or any appropriate affiliate thereof.
7. GOVERNING LAW. This Agreement shall be construed in accordance with and
governed by the substantive laws of the State of New York.
8. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof
and may be amended only in a writing that is executed by each of the
parties hereto.
9. COUNTERPARTS. This Agreement may be executed in separate counterparts,
each of which shall be deemed an original, and all of which together
shall be deemed to constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and delivered as of the date first above written.
KEYSTONE PROPERTY TRUST
By: /s/ XXXX X. XXXXX
------------------------------------
Name: Xxxx X. Xxxxx
Title: Senior Vice President, General
Counsel and Secretary
XXXXX & STEERS CAPITAL MANAGEMENT, INC.,
on behalf of itself and on behalf of the
Purchasers specified on
By: /s/ XXXX X. XXXXXX
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President
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SCHEDULE A
NAME OF CLIENT NUMBER OF SHARES
Berkeley Regional Insurance Company 40,000
Xxxxx & Steers Equity Income Fund, Inc. 500,000
New York State Teachers' Retirement System 50,000
Xxxxx & Steers Total Return Realty Fund, Inc. 20,000
Xxxxx & Steers Advantage Income Realty Fund, Inc. 80,000
Xxxxx & Steers Quality Income Realty Fund, Inc. 150,000
Xxxxx & Steers Premium Income Realty Fund, Inc. 1,050,000
Signet Star Reinsurance Company 30,000
United Mine Workers of America 1974 Pension Trust 20,000
Admiral Insurance Company 30,000
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