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Exhibit 4.16
CABOT INDUSTRIAL TRUST
ARTICLES SUPPLEMENTARY
600,000 SHARES
8.875% SERIES G CUMULATIVE REDEEMABLE PREFERRED SHARES
Cabot Industrial Trust, a Maryland real estate investment trust (the
"Company"), hereby certifies to the State Department of Assessments and Taxation
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of Maryland (the "SDAT") that:
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FIRST: Under a power contained in Article 2, Section 1 of the Amended
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and Restated Declaration of Trust of the Company, filed with, and accepted for
record by, the SDAT on January 28, 1998, as supplemented by Articles
Supplementary filed with, and accepted for record by, the SDAT, respectively, on
July 10, 1998, on April 29, 1999, on September 3, 1999, on September 27, 1999,
on December 9, 1999, and on December 22, 1999, and as corrected by that certain
Certificate of Correction filed with, and accepted for record by, the SDAT on
October 12, 1999 (as supplemented and corrected, the "Charter"), the Board of
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Trustees of the Company, as required by Section 8-203(b) of the Corporations and
Associations Article of the Annotated Code of Maryland, has unanimously adopted
resolutions classifying and designating 600,000 unissued shares of beneficial
interest as 8.875% Series G Cumulative Redeemable Preferred Shares, par value
$0.01 per share, with the following preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends and other
distributions, qualifications and terms and conditions of redemption, and other
terms and conditions, which upon any restatement of the Charter shall be made
part of Article 2 of the Charter, with any necessary or appropriate changes to
the enumeration and lettering thereof.
SECOND: The following is a description of the 8.875% Series G
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Cumulative Redeemable Preferred Shares, including the preferences, conversion
and other rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption thereof:
8.875% SERIES G CUMULATIVE REDEEMABLE PREFERRED SHARES
SECTION 1. Designation and Number. A series of preferred shares, designated
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the "8.875% Series G Cumulative Redeemable Preferred Shares" (the "Series G
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Preferred Shares") is hereby established. The number of shares of Series G
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Preferred Shares shall be 600,000, par value $0.01 per share.
SECTION 2. Rank. The Series G Preferred Shares shall, with respect to
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distributions and rights upon voluntary or involuntary liquidation, winding-up
or dissolution of the Company, rank senior to all classes or series of common
shares and to all classes or series of equity securities of the Company now or
hereafter authorized, issued or outstanding, other than any class or series of
equity securities of the Company expressly designated as ranking on a parity
with or senior to the Series G Preferred Shares as to distributions and rights
upon voluntary or involuntary liquidation, winding-up or dissolution of the
Company. For purposes of these Articles Supplementary, the term "Parity
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Preferred Shares" shall be used to refer to any class or series of equity
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securities of the Company now or hereafter authorized, issued or outstanding
expressly designated by the Company to rank on a parity with the Series G
Preferred Shares with respect to distributions and rights upon voluntary or
involuntary liquidation, winding-up or dissolution of the Company, including
specifically the Series B Cumulative Redeemable Preferred Shares, the Series C
Cumulative Redeemable Preferred Shares, the Series D Cumulative Redeemable
Preferred Shares, the Series E Cumulative Redeemable Preferred Shares and the
Series F Cumulative Redeemable Preferred Shares. The term "equity securities"
does not include debt securities, which will rank senior to the Series G
Preferred Shares.
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SECTION 3. Distributions.
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(a) Payment of Distributions. Subject to the rights of holders of
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Parity Preferred Shares and holders of equity securities ranking senior to the
Series G Preferred Shares as to payment of distributions, holders of Series G
Preferred Shares will be entitled to receive, when, as and if declared by the
Board of Trustees of the Company, out of funds legally available for the payment
of distributions, cumulative preferential cash distributions at the rate per
annum of 8.875% of the $25 liquidation preference per Series G Preferred Share.
Such distributions shall be cumulative, shall accrue from the original date of
issuance and will be payable (i) quarterly in arrears, on March 25, June 25,
September 25 and December 25 of each year commencing on the first of such dates
to occur after the original date of issuance and, (ii) in the event of a
redemption, on the redemption date (each a "Preferred Shares Distribution
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Payment Date"). The amount of the distribution payable for any period will be
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computed on the basis of a 360-day year of twelve 30-day months and for any
period shorter than a full quarterly period for which distributions are
computed, the amount of the distribution payable will be computed on the basis
of the actual number of days elapsed in such period. If any date on which
distributions are to be made on the Series G Preferred Shares is not a Business
Day (as defined herein), then payment of the distribution to be made on such
date will be made on the next succeeding day that is a Business Day (and without
any interest or other payment in respect of any such delay) except that, if such
Business Day is in the next succeeding calendar year, such payment shall be made
on the immediately preceding Business Day, in each case with the same force and
effect as if made on such date. Distributions on the Series G Preferred Shares
will be made to the holders of record of the Series G Preferred Shares on the
relevant record dates, which, unless otherwise provided by the Company with
respect to any distribution, will be fifteen (15) Business Days prior to the
relevant Preferred Shares Distribution Payment Date (each a "Distribution Record
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Date"). Notwithstanding anything to the contrary set forth herein, each Series G
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Preferred Share shall also continue to accrue all accrued and unpaid
distributions up to the exchange date on any Series G Preferred Unit (as defined
in the Second Amended and Restated Agreement of Limited Partnership of Cabot
Industrial Properties, L.P., dated as of February 4, 1998 (as amended through
the date hereof, the "Partnership Agreement") validly exchanged into such Series
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G Preferred Share in accordance with the provisions of such Partnership
Agreement.
The term "Business Day" shall mean each day, other than a Saturday or
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a Sunday, which is not a day on which banking institutions in New York, New York
are authorized or required by law, regulation or executive order to close.
(b) Limitation on Distributions. No distributions on the Series G
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Preferred Shares shall be declared or paid or set apart for payment by the
Company at such time as the terms and provisions of any agreement of the
Company, including any agreement relating to its indebtedness, prohibits such
declaration, payment or setting apart for payment or provides that such
declaration, payment or setting apart for payment would constitute a breach
thereof or a default thereunder, or if such declaration, payment or setting
apart for payment shall be restricted or prohibited by law.
(c) Distributions Cumulative. Notwithstanding the foregoing,
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distributions on the Series G Preferred Shares will accrue whether or not the
terms and provisions set forth in Section 3(b) hereof at any time prohibit the
current payment of distributions, whether or not the Company has earnings,
whether or not there are funds legally available for the payment of such
distributions and whether or not such distributions are authorized or declared.
Accrued but unpaid distributions on the Series G Preferred Shares will
accumulate as of the Preferred Shares Distribution Payment Date on which they
first become payable. Accumulated and unpaid distributions will not bear
interest.
(d) Priority as to Distributions. (i) So long as any Series G
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Preferred Shares are outstanding, no distribution of cash or other property
shall be authorized, declared, paid or set apart for payment on or with respect
to any class or series of common shares or any class or series of other Shares
of the Company ranking junior as to the payment of distributions or rights upon
voluntary or involuntary dissolution, liquidation or winding up of the Company
to the Series G Preferred Shares (such common shares or other junior Shares,
including, without limitation Series A Junior Participating Preferred Shares
authorized pursuant to Articles Supplementary filed with the SDAT on July 10,
1998, collectively, "Junior Shares"), nor shall any cash or other property be
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set aside for or
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applied to the purchase, redemption or other acquisition for consideration of
any Series G Preferred Shares, any Parity Preferred Shares or any Junior Shares,
unless, in each case, all distributions accumulated on all Series G Preferred
Shares and all classes and series of outstanding Parity Preferred Shares have
been paid in full. The foregoing sentence will not prohibit (i) distributions
payable solely in Shares of the Company ranking junior to the Series G Preferred
Shares as to distributions and upon liquidation, winding-up or dissolution, (ii)
the conversion of Junior Shares or Parity Preferred Shares into Shares of the
Company ranking junior to the Series G Preferred Shares as to distributions and
upon liquidation, winding up or dissolution, and (iii) purchase by the Company
of such Series G Preferred Shares, Parity Preferred Shares or Junior Shares
pursuant to Article 3 of the Charter to the extent required to preserve the
Company's status as a real estate investment trust.
(ii) So long as distributions have not been paid in full (or a
sum sufficient for such full payment is not irrevocably deposited in trust for
payment) upon the Series G Preferred Shares, all distributions authorized and
declared on the Series G Preferred Shares and all classes or series of
outstanding Parity Preferred Shares shall be authorized and declared so that the
amount of distributions authorized and declared per share of Series G Preferred
Shares and such other classes or series of Parity Preferred Shares shall in all
cases bear to each other the same ratio that accrued distributions per share on
the Series G Preferred Shares and such other classes or series of Parity
Preferred Shares (which shall not include any accumulation in respect of unpaid
distributions for prior distribution periods if such class or series of Parity
Preferred Shares do not have cumulative distribution rights) bear to each other.
(e) No Further Rights. Holders of Series G Preferred Shares shall not
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be entitled to any distributions, whether payable in cash, other property or
otherwise, in excess of the full cumulative distributions described herein.
SECTION 4. Liquidation Preference.
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(a) Payment of Liquidating Distributions. Subject to the rights of
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holders of Parity Preferred Shares and subject to equity securities ranking
senior to the Series G Preferred Shares with respect to rights upon any
voluntary or involuntary liquidation, dissolution or winding-up of the Company,
the holders of Series G Preferred Shares shall be entitled to receive out of the
assets of the Company legally available for distribution or the proceeds
thereof, after payment or provision for debts and other liabilities of the
Company, but before any payment or distributions of the assets shall be made to
holders of common shares or any other class or series of shares of the Company
that ranks junior to the Series G Preferred Shares as to rights upon
liquidation, dissolution or winding-up of the Company, an amount equal to the
sum of (i) a liquidation preference of $25 per Series G Preferred Share, and
(ii) an amount equal to any accumulated and unpaid distributions thereon,
whether or not declared, to the date of payment. In the event that, upon such
voluntary or involuntary liquidation, dissolution or winding-up, there are
insufficient assets to permit full payment of liquidating distributions to the
holders of Series G Preferred Shares and any Parity Preferred Shares, all
payments of liquidating distributions on the Series G Preferred Shares and such
Parity Preferred Shares shall be made so that the payments on the Series G
Preferred Shares and such Parity Preferred Shares shall in all cases bear to
each other the same ratio that the respective rights of the Series G Preferred
Shares and such other Parity Preferred Shares (which shall not include any
accumulation in respect of unpaid distributions for prior distribution periods
if such Parity Preferred Shares do not have cumulative distribution rights) upon
liquidation, dissolution or winding-up of the Company bear to each other.
(b) Notice. Written notice of any such voluntary or involuntary
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liquidation, dissolution or winding-up of the Company, stating the payment date
or dates when, and the place or places where, the amounts distributable in such
circumstances shall be payable, shall be given by (i) fax and (ii) by registered
mail, postage pre-paid, not less than thirty (30) and not more than sixty (60)
days prior to the payment date stated therein, to each record holder of the
Series G Preferred Shares at the respective addresses of such holders as the
same shall appear on the share transfer records of the Company.
(c) No Further Rights. After payment of the full amount of the
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liquidating distributions to which they are entitled, the holders of Series G
Preferred Shares will have no right or claim to any of the remaining assets of
the Company.
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(d) Consolidation, Merger or Certain Other Transactions. The
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voluntary sale, conveyance, lease, exchange or transfer (for cash, shares of
stock, securities or other consideration) of all or substantially all of the
property or assets of the Company to, or the consolidation or merger or other
business combination of the Company with or into any corporation, trust or other
entity (or of any corporation, trust or other entity with or into the Company)
shall not be deemed to constitute a liquidation, dissolution or winding-up of
the Company.
SECTION 5. Optional Redemption.
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(a) Right of Optional Redemption. The Series G Preferred Shares may
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not be redeemed prior to March 23, 2005. On or after such date, the Company
shall have the right to redeem the Series G Preferred Shares, in whole or in
part, at any time or from time to time, upon not less than thirty (30) nor more
than sixty (60) days' written notice, at a redemption price, payable in cash,
equal to $25 per share of Series G Preferred Shares plus accumulated and unpaid
distributions, whether or not declared, to the date of redemption. If fewer than
all of the outstanding Series G Preferred Shares are to be redeemed, the Series
G Preferred Shares to be redeemed shall be selected pro rata (as nearly as
practicable without creating fractional shares).
(b) Limitation on Redemption. The Company may not redeem fewer than
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all of the outstanding shares of Series G Preferred Shares unless all
accumulated and unpaid distributions have been paid on all outstanding Series G
Preferred Shares for all quarterly distribution periods terminating on or prior
to the date of redemption.
(c) Procedures for Redemption. (i) Notice of redemption will be (i)
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faxed, and (ii) mailed by the Company by registered mail, postage prepaid, not
less than thirty (30) nor more than sixty (60) days prior to the redemption
date, addressed to the respective holders of record of the Series G Preferred
Shares to be redeemed at their respective addresses as they appear on the
transfer records of the Company. No failure to give or defect in such notice
shall affect the validity of the proceedings for the redemption of any Series G
Preferred Shares except as to the holder to whom such notice was defective or
not given. In addition to any information required by law or by the applicable
rules of any exchange upon which the Series G Preferred Shares may be listed or
admitted to trading, each such notice shall state: (i) the redemption date, (ii)
the redemption price, (iii) the number of Series G Preferred Shares to be
redeemed, (iv) the place or places where such Series G Preferred Shares are to
be surrendered for payment of the redemption price, (v) that distributions on
the Series G Preferred Shares to be redeemed will cease to accumulate on such
redemption date and (vi) that payment of the redemption price and any
accumulated and unpaid distributions will be made upon presentation and
surrender of such Series G Preferred Shares. If fewer than all of the Series G
Preferred Shares held by any holder are to be redeemed, the notice mailed to
such holder shall also specify the number of Series G Preferred Shares held by
such holder to be redeemed.
(ii) If the Company gives a notice of redemption in respect of
Series G Preferred Shares (which notice will be irrevocable) then, by 12:00
noon, New York City time, on the redemption date, the Company will deposit
irrevocably in trust for the benefit of the holders of the Series G Preferred
Shares being redeemed, funds sufficient to pay the applicable redemption price,
plus any accumulated and unpaid distributions, whether or not declared, if any,
on such shares to the date fixed for redemption, without interest, and will give
irrevocable instructions and authority to pay such redemption price and any
accumulated and unpaid distributions, whether or not declared, if any, on such
shares to the holders of the Series G Preferred Shares upon surrender of the
certificates for the Series G Preferred Shares by such holders at the place
designated in the notice of redemption. If fewer than all Series G Preferred
Shares evidenced by any certificate are being redeemed, a new certificate shall
be issued upon surrender of the certificate evidencing all Series G Preferred
Shares, evidencing the unredeemed Series G Preferred Shares without cost to the
holder thereof. On and after the date of redemption, distributions will cease to
accumulate on the Series G Preferred Shares or portions thereof called for
redemption, unless the Company defaults in the payment of such redemption price.
If any date fixed for redemption of Series G Preferred Shares is not a Business
Day, then payment of the redemption price payable on such date will be made on
the next succeeding day that is a Business Day (and without any interest or
other payment in respect of any such delay) except that, if such Business Day
falls in the next calendar year, such payment will be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date fixed for redemption. If payment of the redemption price or any
accumulated or unpaid distributions in respect of the Series G Preferred Shares
is
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improperly withheld or refused and not paid by the Company, distributions on
such Series G Preferred Shares will continue to accumulate from the original
redemption date to the date of payment, in which case the actual payment date
will be considered the date fixed for redemption for purposes of calculating the
applicable redemption price and any accumulated and unpaid distributions.
(d) Status of Redeemed Shares. Any Series G Preferred Shares that
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shall at any time have been redeemed shall after such redemption, have the
status of authorized but unissued Shares, without designation as to class or
series until such shares are once more designated as part of a particular class
or series by the Board.
SECTION 6. Voting Rights.
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(a) General. Holders of the Series G Preferred Shares will not have
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any voting rights, except as set forth below.
(b) Right to Elect Trustees. (i) If at any time full distributions
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shall not have been timely made on any Series G Preferred Shares with respect to
any six (6) prior quarterly distribution periods, whether or not consecutive (a
"Preferred Distribution Default"), the holders of such Series G Preferred
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Shares, voting together as a single class with the holders of each class or
series of Parity Preferred Shares upon which like voting rights have been
conferred and are exercisable, will have the right to elect two additional
Trustees to serve on the Company's Board (the "Preferred Shares Trustees") at a
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special meeting called by the holders of record of at least 10% of the
outstanding Series G Preferred Shares or any such class or series of Parity
Preferred Shares or at the next annual meeting of Shareholders, and at each
subsequent annual meeting of Shareholders or special meeting for the election of
Trustees held in place thereof, until all such distributions in arrears and
distributions for the current quarterly period on the Series G Preferred Shares
and each such class or series of Parity Preferred Shares have been paid in full.
(ii) At any time when such voting rights shall have vested, a
proper officer of the Company shall call or cause to be called, upon written
request of holders of record of at least 10% of the outstanding Series G
Preferred Shares, a special meeting of the holders of Series G Preferred Shares
and all the series of Parity Preferred Shares upon which like voting rights have
been conferred and are exercisable (collectively, the "Parity Securities") by
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mailing or causing to be mailed to such holders a notice of such special meeting
to be held not less than ten and not more than 45 days after the date such
notice is given. The record date for determining holders of the Parity
Securities entitled to notice of and to vote at such special meeting will be the
close of business on the third Business Day preceding the day on which such
notice is mailed. At any such special meeting, all of the holders of the Parity
Securities, by plurality vote, voting together as a single class without regard
to series will be entitled to elect two Trustees on the basis of one vote per
$25 of liquidation preference to which such Parity Securities are entitled by
their terms (excluding amounts in respect of accumulated and unpaid dividends)
and not cumulatively. The holder or holders of one-third of the Parity
Securities then outstanding, present in person or by proxy, will constitute a
quorum for the election of the Preferred Shares Trustees except as otherwise
provided by law. Notice of all meetings at which holders of the Series G
Preferred Shares shall be entitled to vote will be given to such holders at
their addresses as they appear in the transfer records. At any such meeting or
adjournment thereof in the absence of a quorum, subject to the provisions of any
applicable law, the holders of a majority of the votes to which the Parity
Securities are entitled, present in person or by proxy, shall have the power to
adjourn the meeting for the election of the Preferred Shares Trustees, without
notice other than an announcement at the meeting, until a quorum is present. If
a Preferred Distribution Default shall terminate after the notice of a special
meeting has been given but before such special meeting has been held, the
Company shall, as soon as practicable after such termination, mail or cause to
be mailed notice of such termination to holders of the Series G Preferred Shares
that would have been entitled to vote at such special meeting.
(iii) If and when all accumulated distributions and the
distributions for the current distribution period on the Series G Preferred
Shares shall have been paid in full or a sum sufficient for such payment is
irrevocably deposited in trust for payment, the holders of the Series G
Preferred Shares shall be divested of the voting rights set forth in this
Section 6(b) herein (subject to revesting in the event of each and every
Preferred Distribution Default) and, if all distributions in arrears and the
distributions for the current distribution period have
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been paid in full or set aside for payment in full on all other classes or
series of Parity Preferred Shares upon which like voting rights have been
conferred and are exercisable, the term and office of each Preferred Shares
Trustee so elected shall terminate. Any Preferred Shares Trustee may be removed
at any time with or without cause by the vote of, and shall not be removed
otherwise than by the vote of, the holders of record of a majority of the votes
to which the outstanding Parity Securities are entitled, when they have the
voting rights set forth in this Section 6(b). So long as a Preferred
Distribution Default shall continue, any vacancy in the office of a Preferred
Shares Trustee may be filled by written consent of the Preferred Shares Trustee
remaining in office, or if none remains in office, by a vote of the holders of
record of a majority of the votes to which the outstanding Parity Securities are
entitled, when they have the voting rights set forth in this Section 6(b). The
Preferred Shares Trustees shall each be entitled to one vote per trustee on any
matter.
(c) Certain Voting Rights. So long as any Series G Preferred Shares
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remain outstanding, the Company shall not, without the approval of the holders
of at least two-thirds of the Series G Preferred Shares outstanding at the time
(i) designate or create, or increase the authorized or issued amount of, any
class or series of shares ranking senior to the Series G Preferred Shares with
respect to payment of distributions or rights upon liquidation, dissolution or
winding-up of the Company or reclassify any authorized shares of the Company
into any such shares, or create, authorize or issue any obligations or security
convertible into or evidencing the right to purchase any such shares, (ii)
designate or create, or increase the authorized or issued amount of, any Parity
Preferred Shares or reclassify any authorized shares of the Company into any
such shares, or create, authorize or issue any obligations or security
convertible into or evidencing the right to purchase any such shares, but only
to the extent such Parity Preferred Shares are issued to an affiliate of the
Company, or (iii) either (A) consolidate, merge into or with, or convey,
transfer or lease its assets substantially as an entirety, to any corporation or
other entity, or (B) amend, alter or repeal the provisions of the Company's
Charter (including these Articles Supplementary) or By-laws, whether by merger,
consolidation or otherwise, in each case that would materially and adversely
affect the powers, special rights, preferences, privileges or voting power of
the Series G Preferred Shares or the holders thereof; provided, however, that
with respect to the occurrence of a merger, consolidation or a sale or lease of
all or substantially all of the Company's assets as an entirety, so long as (a)
the Company is the surviving entity and the Series G Preferred Shares remain
outstanding with the terms thereof unchanged, or (b) the resulting, surviving or
transferee entity is a corporation or real estate investment trust organized
under the laws of any state and substitutes the Series G Preferred Shares for
other preferred Shares having substantially the same terms and same rights as
the Series G Preferred Shares, including with respect to distributions,
redemptions, transfers, voting rights and rights upon liquidation, dissolution
or winding-up of the Company, then the occurrence of any such event shall not be
deemed to materially and adversely affect such rights, privileges or voting
powers of the holders of the Series G Preferred Shares and no vote of the Series
G Preferred Shares shall be required; and provided further that any increase in
the amount of authorized Shares or the creation or issuance of any other class
or series of Shares, or any increase in an amount of authorized shares of each
class or series, in each case ranking either (a) junior to the Series G
Preferred Shares with respect to payment of distributions and the distribution
of assets upon liquidation, dissolution or winding-up of the Company, or (b) on
a parity with the Series G Preferred Shares with respect to payment of
distributions or the distribution of assets upon liquidation, dissolution or
winding-up of the Company to the extent such Shares are not issued to an
affiliate of the Company, shall not be deemed to materially and adversely affect
such rights, preferences, privileges or voting powers and no approval of the
Series G Preferred Shares shall be required.
SECTION 7. Transfer Restrictions. The Series G Preferred Shares shall be
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subject to the provisions of Article 3 of the Charter; provided, however, in no
event shall the Ownership Limit with respect to the Series G Preferred Shares
(as defined in the Charter) be decreased pursuant to Section 10 of Article 3 of
the Charter or otherwise (other than a decrease as a result of a retroactive
change in existing law that would require a decrease to retain real estate
investment trust status under the Internal Revenue Code of 1986, as amended).
SECTION 8. No Conversion Rights. The holders of the Series G Preferred
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Shares shall not have any rights to convert such shares into shares of any other
class or series of Shares or into any other securities of, or interest in, the
Company.
SECTION 9. No Sinking Fund. No sinking fund shall be established for the
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retirement or redemption
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of Series G Preferred Shares.
SECTION 10. No Preemptive Rights. No holder of the Series G Preferred
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Shares of the Company shall, as such holder, have any preemptive rights to
purchase or subscribe for additional Shares of the Company or any other security
of the Company which it may issue or sell.
THIRD: The Series G Preferred Shares have been classified and
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designated by the Board under the authority contained in the Charter.
FOURTH: These Articles Supplementary have been approved by the Board
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in the manner and by the vote required by law.
FIFTH: The undersigned President of the Company acknowledges these
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Articles Supplementary to be the corporate act of the Company and, as to all
matters or facts required to be verified under oath, the undersigned President
acknowledges that to the best of his knowledge, information and belief, these
matters and facts are true in all material respects and that this statement is
made under the penalties for perjury.
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IN WITNESS WHEREOF, the Company has caused these Articles Supplementary
to be executed under seal in its name and on its behalf by its President and
attested to by its Secretary on this 23rd day of March, 2000.
CABOT INDUSTRIAL TRUST
By: /s/ Robert E. Patterson
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Name: Robert E. Patterson
Title: President
[SEAL]
ATTEST:
By: /s/ Neil E. Waisnor
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Name: Neil E. Waisnor
Title: Secretary
