Exhibit 99.2
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made
and entered into as of January __, 2000, by and among Keystone Property Trust, a
Maryland real estate investment trust (the "COMPANY"), and the holders of common
shares listed on SCHEDULE A attached hereto (individually, a "HOLDER" and
collectively, the "HOLDERS").
WHEREAS, on the date hereof, each Holder is receiving such
number of common shares, par value $.001 per share (the "COMMON SHARES"), of the
Company set forth opposite such Holder's name on SCHEDULE A attached hereto (the
"REGISTRABLE SECURITIES");
WHEREAS, in connection therewith, the Company has agreed to
grant to each Holder the Registration Rights (as defined in Section 1 hereof);
NOW, THEREFORE, the parties hereto, in consideration of the
foregoing, the mutual covenants and agreements hereinafter set forth, and other
good and valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, hereby agree as follows:
SECTION 1. REGISTRATION RIGHTS
Each Holder shall be entitled to offer for sale pursuant to a
shelf registration statement the Registrable Securities, subject to the terms
and conditions set forth herein (the "REGISTRATION RIGHTS").
1.1. REGISTRATION RIGHTS.
(a) REGISTRATION PROCEDURE. The Company will cause to
be filed with the Securities and Exchange Commission (the
"SEC") within six (6) months of the date of this Agreement a
shelf registration statement and related prospectus (the
"SHELF REGISTRATION STATEMENT") that complies as to form in
all material respects with applicable SEC rules providing for
the sale by each of the Holders of such Holder's Registrable
Securities, and agrees (subject to Section 1.2 hereof) to use
its commercially reasonable best efforts to cause such Shelf
Registration Statement to be declared effective by the SEC as
soon as practicable. As used herein, "REGISTRATION STATEMENT"
and "PROSPECTUS" refer to the Shelf Registration Statement and
related prospectus (including any preliminary prospectus),
including any documents incorporated therein by reference.
Each Holder agrees to provide in a timely manner information
regarding the proposed distribution by such Holder of such
Holder's Registrable Securities and such other information
reasonably requested by the Company in connection with the
preparation of and for inclusion in the Registration
Statement. The Company agrees (subject to Section 1.2 hereof)
to use its commercially reasonable best efforts to keep the
Registration Statement effective and free of material
misstatements or omissions (including the preparation and
filing of any amendments and supplements necessary for that
purpose) until the earlier of (i) the date on which the
Holders consummate the sale of all of their Registrable
Securities registered under the Registration Statement, (ii)
the date on which all of the Registrable Securities are
eligible for sale pursuant to Rule 144(k) (or any successor
provision) or in a single transaction pursuant to Rule 144(e)
(or any successor provision) under the Securities Act of 1933,
as amended (the "SECURITIES ACT") or (iii) the second
anniversary of the date that the Registration Statement is
declared effective. The Company agrees to provide to each
Holder a reasonable number of copies of the final Shelf
Registration Statement and the Prospectus and any amendments
or supplements thereto.
(b) OFFERS AND SALES. All offers and sales by each
Holder under the Registration Statement referred to in this
Section 1.1 shall be completed within the period during which
the Registration Statement is required to remain effective
pursuant to Section 1.1(a), and,
upon expiration of such period, no Holder will offer or sell
any Registrable Securities under the Registration Statement.
If directed by the Company, each Holder will return all
undistributed copies of the Prospectus in its possession upon
the expiration of such period. Each Holder shall promptly, but
in any event no later than two (2) business days after a sale
by such Holder of Registrable Securities, notify the Company
of any sale or other transfer by such Holder of such Holder's
Registrable Securities and include in such notice the number
of Registrable Securities sold or transferred by such Holder.
1.2. SUSPENSION OF OFFERING.
(a) If the Company determines in its good faith
judgment that the filing of the Shelf Registration Statement
under Section 1.1 hereof or the use of any Prospectus would
materially impede, delay or interfere with any pending
material financing, acquisition or corporate reorganization or
other material corporate development involving the Company or
any of its subsidiaries, or require the disclosure of
important information which the Company has a bona fide
business purpose for preserving as confidential or the
disclosure of which would impede the Company's ability to
consummate a significant transaction, upon written notice of
such determination by the Company, the rights of each Holder
to offer, sell or distribute any Registrable Securities
pursuant to the Shelf Registration Statement or to require the
Company to take action with respect to the registration or
sale of any Registrable Securities pursuant to the Shelf
Registration Statement (including any action contemplated by
Section 1.1 hereof) will be suspended until the date upon
which the Company notifies each Holder in writing that
suspension of such rights for the grounds set forth in this
Section 1.2(a) is no longer necessary, but no such period
shall extend for longer than 90 days.
(b) In the case of the registration of any
underwritten public offering proposed by the Company (other
than any registration by the Company on Form S-8, or a
successor or substantially similar form, of (A) an employee
stock option, stock purchase or compensation plan or of
securities issued or issuable pursuant to any such plan or (B)
a dividend reinvestment plan), each Holder agrees, if
requested in writing by the managing underwriter or
underwriters administering such offering, not to effect any
offer, sale or distribution of Registrable Securities (or any
option or right to acquire Registrable Securities) during the
period commencing on the 7th day prior to the expected
effective date of the registration statement covering such
underwritten public offering or the date on which the proposed
offering is expected to commence (which date shall be stated
in such notice) and ending on the date specified by such
managing underwriter in such written request to such Holder,
which date shall not be later than 90 days after such expected
date of effectiveness or the commencement of the offering, as
the case may be.
1.3. EXPENSES. The Company shall pay all expenses incident to
the performance by it of its registration obligations under this Section 1,
including (i) all stock exchange, SEC and state securities registration, listing
and filing fees, (ii) all expenses incurred in connection with the preparation,
printing and distributing of the Registration Statement and Prospectus, and
(iii) fees and disbursements of counsel for the Company and of the independent
public accountants of the Company. Each Holder shall be responsible for the
payment of any brokerage and sales commissions, fees and disbursements of such
Holder's counsel, and any transfer taxes relating to the sale or disposition of
such Holder's Registrable Securities.
1.4. QUALIFICATION. The Company agrees to use its commercially
reasonable efforts to register or qualify the Registrable Securities by the time
the Registration Statement is declared effective by the SEC under all applicable
state securities or "blue sky" laws of such jurisdictions as each Holder
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shall reasonably request in writing, to keep each such registration or
qualification effective during the period the Registration Statement is required
to be kept effective, and to do any and all other acts and things which may be
reasonably necessary or advisable to enable each Holder to consummate the
disposition in each such jurisdiction of the Registrable Securities owned by
such Holder; PROVIDED, HOWEVER, that the Company shall not be required to (x)
qualify generally to do business in any jurisdiction or to register as a broker
or dealer in such jurisdiction where it would not otherwise be required to
qualify but for this Section 1.4, (y) subject itself to taxation in any such
jurisdiction, or (z) submit to the general service of process in any such
jurisdiction.
1.5. NOTICES TO THE HOLDERS. Subject to Section 1.1(a) hereof,
during the period that the Company is required to keep the Registration
Statement effective, the Company will advise each Holder within a reasonable
time (i) when the Prospectus or any Prospectus supplement or post-effective
amendment thereto has been filed, and when the same has become effective, (ii)
of any request by the SEC for any amendments to, or issuance by the SEC of any
stop order with respect to the Registration Statement or any Prospectus or
amendment thereto, or (iii) that an amendment or supplement to the most recent
Prospectus or Prospectus supplement, as the case may be, is necessary in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading.
SECTION 2. INDEMNIFICATION
2.1. INDEMNIFICATION BY THE COMPANY. The Company agrees to
indemnify and hold harmless each Holder as follows:
(a) against any and all loss, liability, claim,
damage and expense whatsoever, as incurred, arising out of or
based upon any untrue statement or alleged untrue statement of
a material fact contained in any Registration Statement (or
any amendment thereto) pursuant to which the Registrable
Securities were registered under the Securities Act, including
all documents incorporated therein by reference, or the
omission or alleged omission therefrom of a material fact
required to be stated therein or necessary to make the
statements therein not misleading or arising out of or based
upon any untrue statement or alleged untrue statement of a
material fact contained in any Prospectus (or any amendment or
supplement thereto), including all documents incorporated
therein by reference, or the omission or alleged omission
therefrom of a material fact necessary in order to make the
statements therein, in the light of the circumstances under
which they were made, not misleading;
(b) against any and all loss, liability, claim,
damage and expense whatsoever, as incurred, to the extent of
the aggregate amount paid in settlement of any litigation, or
investigation or proceeding by any governmental agency or
body, commenced or threatened, or of any claim whatsoever
based upon any such untrue statement or omission, or any such
alleged untrue statement or omission, if such settlement is
effected with the written consent of the Company, which
consent shall not be unreasonably withheld; and
(c) against any and all expense whatsoever, as
incurred (including reasonable fees and disbursements of
counsel), reasonably incurred in investigating, preparing or
defending against any litigation, or investigation or
proceeding by any governmental agency or body, commenced or
threatened, in each case whether or not a party, or any claim
whatsoever based upon any such untrue statement or omission,
or any such alleged untrue statement or omission, to the
extent that any such expense is not paid under subparagraph
(a) or (b) above;
PROVIDED, HOWEVER, that the indemnity provided pursuant to this Section 2.1 does
not apply to any Holder with respect to any loss, liability, claim, damage or
expense to the extent arising out of (i) any untrue
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statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by or
on behalf of such Holder expressly for use in the Registration Statement (or any
amendment thereto) or the Prospectus (or any amendment or supplement thereto),
or (ii) such Holder's failure to deliver an amended or supplemental Prospectus
(provided such Holder was notified pursuant to Section 1.5, or otherwise, of the
need for an amended or supplemental Prospectus) if such loss, liability, claim,
damage or expense would not have arisen had such delivery occurred.
2.2. INDEMNIFICATION BY EACH HOLDER. Each Holder agrees to
indemnify and hold harmless the Company, and each of its trustees and officers
(including each trustee and officer of the Company who signed a Registration
Statement), and each person, if any, who controls the Company within the meaning
of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act
of 1934, as amended (the "EXCHANGE ACT"), as follows:
(a) against any and all loss, liability, claim,
damage and expense whatsoever, as incurred, arising out of or
based upon any untrue statement or alleged untrue statement of
a material fact contained in any Registration Statement (or
any amendment thereto) pursuant to which the Registrable
Securities were registered under the Securities Act, including
all documents incorporated therein by reference, or the
omission or alleged omission therefrom of a material fact
required to be stated therein or necessary to make the
statements therein not misleading or arising out of or based
upon any untrue statement or alleged untrue statement of a
material fact contained in any Prospectus (or any amendment or
supplement thereto), including all documents incorporated
therein by reference, or the omission or alleged omission
therefrom of a material fact necessary in order to make the
statements therein, in the light of the circumstances under
which they were made, not misleading;
(b) against any and all loss, liability, claim,
damage and expense whatsoever, as incurred, to the extent of
the aggregate amount paid in settlement of any litigation, or
investigation or proceeding by any governmental agency or
body, commenced or threatened, or of any claim whatsoever
based upon any such untrue statement or omission, or any such
alleged untrue statement or omission, if such settlement is
effected with the written consent of Holder, which consent
shall not be unreasonably withheld; and
(c) against any and all expense whatsoever, as
incurred (including reasonable fees and disbursements of
counsel), reasonably incurred in investigating, preparing or
defending against any litigation, or investigation or
proceeding by any governmental agency or body, commenced or
threatened, in each case whether or not a party, or any claim
whatsoever based upon any such untrue statement or omission,
or any such alleged untrue statement or omission, to the
extent that any such expense is not paid under subparagraph
(a) or (b) above;
PROVIDED, HOWEVER, that the indemnity provided pursuant to this Section 2.2
shall only apply with respect to any loss, liability, claim, damage or expense
to the extent arising out of (i) any untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with
written information furnished to the Company by or on behalf of such Holder
expressly for use in the Registration Statement (or any amendment thereto) or
the Prospectus (or any amendment or supplement thereto), or (ii) such Holder's
failure to deliver an amended or supplemental Prospectus (provided such Holder
was notified pursuant to Section 1.5, or otherwise, of the need for an amended
or supplemental Prospectus) if such loss, liability, claim, damage or expense
would not have arisen had such delivery occurred. Notwithstanding the provisions
of this Section 2.2, no Holder shall be required to indemnify the Company, its
officers, trustees or control persons with respect to any amount in excess of
the amount of the total proceeds to such Holder from sales of such Holder's
Registrable Securities under the
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Registration Statement (after deducting the amounts already paid to the Company
by such Holder pursuant to this Section 2.2).
2.3. CONDUCT OF INDEMNIFICATION PROCEEDINGS. The indemnified
party shall give reasonably prompt notice to the indemnifying party of any
action or proceeding commenced against it in respect of which indemnity may be
sought hereunder, but failure to so notify the indemnifying party (i) shall not
relieve it from any liability which it may have under the indemnity agreement
provided in Section 2.1 or 2.2 above, unless and to the extent it did not
otherwise learn of such action and the lack of notice by the indemnified party
results in the forfeiture by the indemnifying party of substantial rights or
defenses, and (ii) shall not, in any event, relieve the indemnifying party from
any obligations to the indemnified party other than the indemnification
obligation provided under Section 2.1 or 2.2 above. If the indemnifying party so
elects within a reasonable time after receipt of such notice, the indemnifying
party may assume the defense of such action or proceeding at such indemnifying
party's own expense with counsel chosen by the indemnifying party and approved
by the indemnified party, which approval shall not be unreasonably withheld;
PROVIDED, HOWEVER, that the indemnifying party will not settle any such action
or proceeding without the written consent of the indemnified party unless, as a
condition to such settlement, the indemnifying party secures the unconditional
release of the indemnified party; and PROVIDED FURTHER, that if the indemnified
party reasonably determines that a conflict of interest exists where it is
advisable for the indemnified party to be represented by separate counsel or
that, upon advice of counsel, there may be legal defenses available to it which
are different from or in addition to those available to the indemnifying party,
then the indemnifying party shall not be entitled to assume such defense and the
indemnified party shall be entitled to separate counsel at the indemnifying
party's expense. If the indemnifying party is not entitled to assume the defense
of such action or proceeding as a result of the proviso to the preceding
sentence, the indemnifying party's counsel shall be entitled to conduct the
indemnifying party's defense and counsel for the indemnified party shall be
entitled to conduct the defense of the indemnified party, it being understood
that both such counsel will cooperate with each other to conduct the defense of
such action or proceeding as efficiently as possible. If the indemnifying party
(i) is not so entitled to assume the defense of such action (ii) does not assume
such defense, after having received the notice referred to in the first sentence
of this paragraph, or (iii) fails to employ counsel that is reasonably
satisfactory to the indemnified party, after having received the notice referred
to in the first sentence of this paragraph, the indemnifying party will pay the
reasonable fees and expenses of counsel for the indemnified party. In such
event, however, the indemnifying party will not be liable for any settlement
effected without the written consent of the indemnifying party, which consent
shall not be unreasonably withheld. If an indemnifying party is entitled to
assume, and assumes, the defense of such action or proceeding in accordance with
this paragraph, the indemnifying party shall not be liable for any fees and
expenses of counsel for the indemnified party incurred thereafter in connection
with such action or proceeding.
2.4. CONTRIBUTION. In order to provide for just and equitable
contribution in circumstances in which the indemnity agreement provided for in
this Section 2 is for any reason held to be unenforceable by the indemnified
party although applicable in accordance with its terms, the Company and each
Holder shall contribute to the aggregate losses, liabilities, claims, damages
and expenses of the nature contemplated by such indemnity agreement incurred by
the Company and each Holder, (i) in such proportion as is appropriate to reflect
the relative fault of the Company on the one hand and such Holder on the other
hand, in connection with the statements or omissions which resulted in such
losses, claims, damages, liabilities or expenses, or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative fault of but also
the relative benefits to the Company on the one hand and such Holder on the
other hand, from the purchase and sale of the Registrable Securities, in
connection with the statements or omissions which resulted in such losses,
claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative benefits to the indemnifying party and
indemnified party shall be determined
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by reference to, among other things, the total proceeds received by the
indemnifying party and indemnified party in connection with the offering to
which such losses, claims, damages, liabilities or expenses relate. The relative
fault of the indemnifying party and indemnified party shall be determined by
reference to, among other things, whether the action in question, including any
untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact, has been made by, or relates to information
supplied by, the indemnifying party or the indemnified party, and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such action.
The parties hereto agree that it would not be just or
equitable if contribution pursuant to this Section 2.4 were determined by pro
rata allocation or by any other method of allocation which does not take account
of the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this Section 2.4, no Holder shall
be required to contribute any amount in excess of the amount of the total
proceeds to such Holder from sales of such Holder's Registrable Securities under
the Registration Statement.
Notwithstanding the foregoing, no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 2.4, each trustee of
the Company, each officer of the Company who signed a Registration Statement and
each person, if any, who controls the Company within the meaning of Section 15
of the Securities Act shall have the same rights to contribution as the Company.
SECTION 3. RULE 144 COMPLIANCE
The Company covenants that it will file the reports required
to be filed by the Company under the Securities Act and the Exchange Act so as
to enable the Holders to sell Registrable Securities, that have not otherwise
been subject to an effective Registration Statement, pursuant to Rule 144 under
the Securities Act. In connection with any sale, transfer or other disposition
by any Holder of any Registrable Securities pursuant to Rule 144 under the
Securities Act, the Company shall cooperate with the Holders to facilitate the
timely preparation and delivery of certificates representing Registrable
Securities to be sold and not bearing any Securities Act legend, and enable
certificates for such Registrable Securities to be for such number of shares and
registered in such names as such Holder may reasonably request at least ten (10)
business days prior to any sale of Registrable Securities hereunder.
SECTION 4. MISCELLANEOUS
4.1. INTEGRATION; AMENDMENT. This Agreement constitutes the
entire agreement among the parties hereto with respect to the matters set forth
herein and supersedes and renders of no force and effect all prior oral or
written agreements, commitments and understandings among the parties with
respect to the matters set forth herein. Except as otherwise expressly provided
in this Agreement, no amendment, modification or discharge of this Agreement
shall be valid or binding unless set forth in writing and duly executed by the
Company and each Holder.
4.2. WAIVERS. No waiver by a party hereto shall be effective
unless made in a written instrument duly executed by the party against whom such
waiver is sought to be enforced, and only to the extent set forth in such
instrument. Neither the waiver by any of the parties hereto of a breach or a
default under any of the provisions of this Agreement, nor the failure of any of
the parties, on one or more occasions, to enforce any of the provisions of this
Agreement or to exercise any right or privilege hereunder shall thereafter be
construed as a waiver of any subsequent breach or default of a similar nature,
or as a waiver of any such provisions, rights or privileges hereunder.
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4.3. ASSIGNMENT. This Agreement and the rights granted
hereunder may not be assigned by any Holder without the written consent of the
Company.
4.4. BURDEN AND BENEFIT. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective heirs,
executors, personal and legal representatives, successors and, subject to
Section 4.3 above, assigns.
4.5. NOTICES. All notices called for under this Agreement
shall be in writing and shall be deemed given upon receipt if delivered
personally or by facsimile transmission and followed promptly by mail, or mailed
by registered or certified mail (return receipt requested), postage prepaid, to
the parties at the addresses set forth on the signature page hereto, or to any
other address or addressee as any party entitled to receive notice under this
Agreement shall designate, from time to time, to others in the manner provided
in this Section 4.5 for the service of notices; PROVIDED, HOWEVER, that notices
of a change of address shall be effective only upon receipt thereof. Any notice
delivered to the party hereto to whom it is addressed shall be deemed to have
been given and received on the day it was received; PROVIDED, HOWEVER, that if
such day is not a business day then the notice shall be deemed to have been
given and received on the business day next following such day. Any notice sent
by facsimile transmission shall be deemed to have been given and received on the
business day next following the transmission.
4.6. SPECIFIC PERFORMANCE. The parties hereto acknowledge that
the obligations undertaken by them hereunder are unique and that there would be
no adequate remedy at law if any party fails to perform any of its obligations
hereunder, and accordingly agree that each party, in addition to any other
remedy to which it may be entitled at law or in equity, shall be entitled to (i)
compel specific performance of the obligations, covenants and agreements of any
other party under this Agreement in accordance with the terms and conditions of
this Agreement and (ii) obtain preliminary injunctive relief to secure specific
performance and to prevent a breach or contemplated breach of this Agreement in
any court of the United States or any State thereof having jurisdiction.
4.7. GOVERNING LAW. This Agreement, the rights and obligations
of the parties hereto, and any claims or disputes relating thereto, shall be
governed by and construed in accordance with the laws of the State of New York,
without giving effect to the choice of law rules thereof. The parties agree that
all disputes between any of them arising out of, connected with, related to, or
incidental to the relationship established between them in connection with this
Agreement, and whether arising in law or in equity or otherwise, shall be
resolved by the federal or state courts located in New York, New York. Nothing
herein shall affect the right of any party to serve process in any other manner
permitted by law or to commence legal proceedings or otherwise proceed against
the other in any other jurisdiction. In addition, each of the parties hereto
consents to submit to the personal jurisdiction of any federal or state court
located in the state of New York in the event that any dispute arises out of
this Agreement. The parties, for themselves and their respective affiliates,
hereby irrevocably waive all right to a trial by jury in any action, proceeding
or counterclaim (whether based on contract, tort or otherwise) arising out of or
relating to the actions of the parties or their respective affiliates pursuant
to this Agreement in the negotiation, administration, performance or enforcement
thereof.
4.8. HEADINGS. Section and subsection headings contained in
this Agreement are inserted for convenience of reference only, shall not be
deemed to be a part of this Agreement for any purpose, and shall not in any way
define or affect the meaning, construction or scope of any of the provisions
hereof.
4.9. PRONOUNS. All pronouns and any variations thereof shall
be deemed to refer to the masculine, feminine, neuter, singular or plural, as
the identity of the person or entity may require.
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4.10. EXECUTION IN COUNTERPARTS. To facilitate execution, this
Agreement may be executed in as many counterparts as may be required. It shall
not be necessary that the signature of or on behalf of each party appears on
each counterpart, but it shall be sufficient that the signature of or on behalf
of each party appears on one or more of the counterparts. All counterparts shall
collectively constitute a single agreement. It shall not be necessary in any
proof of this Agreement to produce or account for more than a number of
counterparts containing the respective signatures of or on behalf of all of the
parties hereto.
4.11. SEVERABILITY. If fulfillment of any provision of this
Agreement, at the time such fulfillment shall be due, shall transcend the limit
of validity prescribed by law, then the obligation to be fulfilled shall be
reduced to the limit of such validity; and if any clause or provision contained
in this Agreement operates or would operate to invalidate this Agreement, in
whole or in part, then such clause or provision only shall be held ineffective,
as though not herein contained, and the remainder of this Agreement shall remain
operative and in full force and effect.
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be duly executed on its behalf as of the date first hereinabove set
forth.
Address: KEYSTONE PROPERTY TRUST
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By:
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Name:
Title:
By:
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SCHEDULE A
Name and Address Number of Common Shares
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