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Exhibit 4.1
CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED
2001 AMENDED AND
RESTATED DISTRIBUTION REINVESTMENT AND STOCK PURCHASE PLAN
1.
Participation; Agent. Corporate Property Associates 15
Incorporated
2001 Amended and Restated Distribution Reinvestment and Stock
Purchase Plan
("Plan") is available to stockholders of record of the common stock
("Common
Stock") of Corporate Property Associates 15 Incorporated
("CPA(R):15"). Phoenix
American Financial Services, Inc. ("Phoenix American") acting as
agent for each
participant in the Plan, will apply cash distributions which become
payable to
such participant on shares of CPA(R):15 Common Stock (including
shares held in
the participant's name and shares accumulated under the Plan), to
the purchase
of additional whole and fractional shares of CPA(R):15 Common Stock
for such
participant.
2.
Eligibility. Participation in the Plan is limited to registered
owners
of CPA(R):15 Common Stock. Shares held by a broker-dealer or
nominee must be
transferred to ownership in the name of the stockholder in order to
be eligible
for the Plan. Further, a shareholder who wishes to participate in
the Plan may
purchase shares through the Plan only after receipt of a prospectus
relating to
the Plan. A participating stockholder is not required to include
all of the
shares owned by such stockholder in the Plan, but all of the
distributions paid
on enrolled shares will be reinvested.
3. Stock
Purchases. Phoenix American may purchase shares for the
accounts
of participants in the Plan directly from CPA(R):15 or in the open
market. All
shares purchased under the Plan will be held in the name of each
participant. In
making purchases for the accounts of participants, Phoenix American
may
commingle the funds of one participant with those of other
participants in the
Plan. All shares purchased under the Plan will be held in the name
of each
Participant. In making purchases for the accounts of participants,
Phoenix
American may commingle the funds of one participant with those of
other
participants in the Plan. The price of shares purchased directly
from CPA(R):15
will be equal to the net asset value ("NAV") per share of CPA(R):15
Common
Stock, as determined by the board of directors of CPA(R):15 from
time to time.
If an appraisal of the real estate owned by CPA(R):15 has been
performed, the
CPA(R):15 board of directors' determination of NAV shall be based
upon such
appraisal, as increased by the value of CPA(R):15's other assets,
and reduced by
the total amount of CPA(R):15's liabilities and other costs, all as
approved by
CPA(R):15's board of directors and then divided by the total number
of
outstanding shares of Common Stock. Until an appraisal of
CPA(R):15's real
estate assets is performed, or the CPA(R):15 board of directors
makes a
subsequent determination of NAV, NAV shall be $10.00 per share. In
the case of
each purchase on the open market, the price per share for each
participant's
account shall be deemed to be the average price of all shares
purchased with the
funds available from that distribution. Phoenix American shall have
no
responsibilities with respect to the market value of the CPA(R):15
Common Stock
acquired for
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