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 desires to purchase from Seller, and Seller
desires to issue and sell to the Purchaser, 30,000 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
Purchaser hereby agrees to purchase from Seller, and Seller agrees to
issue and sell to the Purchaser, the Shares at a price per share of
$16.415 for an aggregate purchase price of $492,450 (the "Purchase
Price").
2. REPRESENTATIONS AND WARRANTIES OF PURCHASER. The Purchaser represents
and warrants that:
(a) DUE AUTHORIZATION. The Purchaser is duly authorized to
purchase the Shares. This Agreement has been duly authorized,
executed and delivered by the Purchaser and constitutes a
legal, valid and binding agreement of such Purchaser,
enforceable against the 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. The 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, the 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. 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.
5. 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." At the Closing, the payment of the
Purchase Price shall be by wire transfer in immediately available
funds.
6. GOVERNING LAW. This Agreement shall be construed in accordance with and
governed by the substantive laws of the State of New York.
7. 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.
8. 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/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President, General
Counsel and Secretary
CRA REAL ESTATE SECURITIES, L.P.
By: /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Managing Director
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