of 1934, as amended.
"First Union" - First Union Real Estate Equity and Mortgage Investments.
"FUNDS FROM OPERATIONS" - HAS THE MEANING ASSIGNED THERETO BY THE NATIONAL
ASSOCIATION OF REAL ESTATE INVESTMENT TRUSTS, NAMELY, NET INCOME (COMPUTED IN
ACCORDANCE WITH GAAP), EXCLUDING GAINS (OR LOSSES) FROM DEBT RESTRUCTURING AND
SALES OF PROPERTY, PLUS DEPRECIATION AND AMORTIZATION ON REAL ESTATE ASSETS, AND
AFTER ADJUSTMENTS FOR UNCONSOLIDATED PARTNERSHIPS AND JOINT VENTURES.
"GAAP" - means generally accepted accounting principles in the United States of
America as of the date applicable.
"IPO" - the initial public offering of Common Stock.
"ISSUANCE PRICE" - MEANS, (I) WITH RESPECT TO REIT EQUITY SECURITIES, THE
ISSUANCE PRICE OF SUCH SECURITIES AFTER DEDUCTING ANY UNDERWRITING DISCOUNTS,
COMMISSIONS, AND PLACEMENT FEES AND OTHER EXPENSES AND COSTS RELATING TO THE
ISSUANCE THEREOF EXCLUSIVE OF REIT EQUITY SECURITIES ISSUED IN CONNECTION WITH
THE REDEMPTION OF OPERATING PARTNERSHIP EQUITY SECURITIES, AND (II) WITH RESPECT
TO OPERATING PARTNERSHIP EQUITY SECURITIES, EITHER THE CASH PRICE PAID FOR SUCH
SECURITIES, OR IF SUCH SECURITIES ARE ISSUED IN EXCHANGE FOR SOMETHING OTHER
THAN CASH, THE PER SHARE CASH AMOUNT (AS DEFINED IN THE PARTNERSHIP AGREEMENT)
ON THE DATE OF ISSUANCE OF THE APPLICABLE OPERATING PARTNERSHIP EQUITY SECURITY
(ASSUMING SUCH OPERATING PARTNERSHIP EQUITY SECURITIES WERE THEN REDEEMABLE).
THE ISSUANCE PRICE WILL BE MODIFIED ACCORDINGLY IN THE EVENT OF STOCK SPLITS.
"Net Lease Asset" means (i) a property that is either (a) triple net leased or
(b) where a tenant leases at least 85% of the rentable square footage of the
property and, in addition to base rent, the tenant is required to pay some or
all of the operating expenses for the property, and, in both (a) and (b) the
lease has a remaining term, exclusive of all unexercised renewal terms, of more
than 18 months, (ii) management agreements and master leases with terms of
greater than three years where a manager or master lessee bears all operating
expenses of the property and pays the owner a fixed return, (iii) securities of
companies including, without limitation, corporations, partnerships and limited
liability companies, whether or not publicly traded, that are primarily invested
in assets that meet the requirements of clauses (i) and (ii), and (iv) all
retenanting and redevelopment associated with such properties, agreements and
leases, and all activities incidental thereto.
3
"Newkirk" - Newkirk Realty Trust, Inc., a Maryland corporation.
"Operating Partnership" - The Newkirk Master Limited Partnership, a Delaware
limited partnership.
"OPERATING PARTNERSHIP EQUITY SECURITIES" - ALL PARTNERSHIP UNITS ISSUED AFTER
THE CLOSING DATE OF THE IPO OTHER THAN THOSE ISSUED TO NEWKIRK.
"Partnership Agreement" - the Amended and Restated Agreement of Limited
Partnership of the Operating Partnership, as hereinafter amended, supplemented
and modified.
"Partnership Units" - shall have the meaning ascribed thereto in the Partnership
Agreement.
"Person" - any individual, corporation, partnership, joint venture, limited
liability company, estate, trust, unincorporated association, any federal,
state, county or municipal government or any bureau, department or agency
thereof and any fiduciary acting in such capacity on behalf