Articles relating to the 7.625% Series B Cumltve Redmble Prefd Stock



 Exhibit 4.2 
  

BEDFORD PROPERTY INVESTORS, INC. 
  
 Articles Supplementary 
  
 7.625% Series B Cumulative Redeemable Preferred Stock 
  
 Bedford Property Investors, Inc., a Maryland corporation, (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland
that: 
  
 FIRST: Under a power contained in Article V of the Articles of Amendment
and Restatement of the Corporation (the “Charter”), the Board of Directors by duly adopted resolutions classified and designated 2,400,000 shares of authorized but unissued Preferred Stock (as defined in the Charter) as shares of 7.625%
Series B Cumulative Redeemable Preferred Stock, 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, which, upon any restatement of the Charter, shall become part of Article V of the Charter, with any necessary or appropriate renumbering or relettering of the sections or subsections thereof. 
  
 Series B Preferred Stock 
  

	(1)	DESIGNATION AND NUMBER. A series of Preferred Stock, designated the “7.625% Series B Cumulative Redeemable Preferred Stock” (the “Series B Preferred
Stock”), is hereby established. The number of shares of the Series B Preferred Stock shall be 2,400,000. 

  

	(2)	RANK. The Series B Preferred Stock shall rank, with respect to dividend rights and rights upon liquidation, dissolution or winding up of the Corporation, (a) senior to all
classes or series of Common Stock of the Corporation, and to all equity securities the terms of which specifically provide that such equity securities rank junior to such Series B Preferred Stock; (b) on a parity with the Corporation’s 8.75%
Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”) and on a parity with all equity securities issued by the Corporation the terms of which specifically provide that such equity securities rank on a parity with
the Series B Preferred Stock; and (c) junior to all equity securities issued by the Corporation the terms of which specifically provide that such equity securities rank senior to the Series B Preferred Stock. The term “equity securities”
shall not include convertible debt securities. 

  

	(3)	DIVIDENDS. 

  

	 	(a)	Holders of the then outstanding shares of Series B Preferred Stock shall be entitled to receive, when and as authorized by the Board of Directors, out of funds legally available for
the payment of dividends, cumulative preferential cash dividends at the rate of 7.625% of the $25.00 liquidation preference per annum (equivalent to a fixed annual amount of $1.90625 per share). 








 Such dividends shall be cumulative from the first date on which any Series B Preferred Stock is issued
(the “Original Issue Date”) and shall be payable quarterly in arrears on or before January 15, April 15, July 15 and October 15 of each year or, if not a business day, the next succeeding business day (each, a “Dividend Payment
Date”). Any dividend payable on the Series B Preferred Stock for any partial dividend period will be computed on the basis of a 360-day year consisting of twelve 30-day months. A “dividend period” shall mean, with respect to the first
“dividend period,” the period from and including the Original Issue Date to but excluding the first Dividend Payment Date, and with respect to each subsequent “dividend period,” the period from and including a Dividend Payment
Date to but excluding the next succeeding Dividend Payment Date or other date as of which accrued dividends are to be calculated. Dividends will be payable to holders of record as they appear in the stock records of the Corporation at the close of
business on the applicable record date, which shall be the first day of the calendar month in which the applicable Dividend Payment Date falls or on such other date designated by the Board of Directors of the Corporation for the payment of dividends
that is not more than 30 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). 
  

	 	(b)	No dividends on shares of Series B Preferred Stock shall be declared by the Corporation or paid or set apart for payment by the Corporation at such time as the terms and provisions
of any agreement of the Corporation, including any agreement relating to its indebtedness, prohibit such declaration, payment or setting apart for payment or provide that such declaration, payment or setting apart for payment would constitute a
breach thereof or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. 

  

	 	(c)	Notwithstanding the foregoing, dividends on the Series B Preferred Stock shall accrue whether or not the terms and provisions set forth in Section 3(b) hereof at any time prohibit
the current payment of dividends, whether or not the Corporation has earnings, whether or not there are funds legally available for the payment of such dividends and whether or not such dividends are authorized or declared. Accrued but unpaid
dividends on the Series B Preferred Stock will accumulate as of the Dividend Payment Date on which they first become payable. 

  

	 	(d)	Except as provided in Section 3(e) below, unless full cumulative dividends on the Series B Preferred Stock have been or contemporaneously are declared and paid or declared and a sum
sufficient for the payment thereof is set apart for payment for all past dividend periods and the then current dividend period, no dividends (other than in shares of Common Stock or in shares of any series of Preferred Stock ranking junior to the
Series B Preferred Stock as to dividends and upon liquidation) shall be declared or paid or set aside for payment nor shall any other distribution be declared or made upon the Common Stock, or any Preferred Stock of the Corporation ranking junior to
or on a parity with the Series B Preferred Stock as to dividends or upon liquidation, nor shall any shares of Common Stock, or any shares of Preferred Stock of the Corporation ranking junior to or on a 

  

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 parity with the Series B Preferred Stock as to dividends or upon liquidation be redeemed, purchased or
otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any such shares) by the Corporation (except by conversion into or exchange for other capital stock of the Corporation
ranking junior to the Series B Preferred Stock as to dividends and upon liquidation and except for transfers made pursuant to the provisions of Article VII of the Charter). 
  

	 	(e)	When dividends are not paid in full (or a sum sufficient for such full payment is not so set apart) on the Series B Preferred Stock and the shares of any other series of Preferred
Stock ranking on a parity as to dividends with the Series B Preferred Stock, all dividends declared upon the Series B Preferred Stock and any other series of Preferred Stock ranking on a parity as to dividends with the Series B Preferred Stock shall
be declared pro rata so that the amount of dividends declared per share of Series B Preferred Stock and such other series of Preferred Stock shall in all cases bear to each other the same ratio that accrued dividends per share on the Series B
Preferred Stock and such other series of Preferred Stock (which shall not include any accrual in respect of unpaid dividends for prior dividend periods if such Preferred Stock does not have a cumulative dividend) bear to each other. No interest, or
sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on Series B Preferred Stock which may be in arrears. 

  

	 	(f)	Any dividend payment made on shares of the Series B Preferred Stock shall first be credited against the earliest accrued but unpaid dividend due with respect to such shares which
remains payable. Holders of the Series B Preferred Stock shall not be entitled to any dividend, whether payable in cash, property or stock in excess of full cumulative dividends on the Series B Preferred Stock as described above.


  

	(4)	LIQUIDATION PREFERENCE. 

  

	 	(a)	Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series B Preferred Stock then outstanding are
entitled to be paid out of the assets of the Corporation, legally available for distribution to its stockholders, a liquidation preference of $25.00 per share, plus an amount equal to any accrued and unpaid dividends to the date of payment, before
any distribution of assets is made to holders of Common Stock or any series of Preferred Stock of the Corporation that ranks junior to the Series B Preferred Stock as to liquidation rights. 

  

	 	(b)	In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation are insufficient to pay the amount of the
liquidating distributions on all outstanding shares of Series B Preferred Stock and the corresponding amounts payable on all shares of other classes or series of capital stock of the Corporation ranking on a parity with the 


 

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 Series B Preferred Stock in the distribution of assets upon liquidation, then the holders of the Series B
Preferred Stock and all other such classes or series of capital stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. 
  

	 	(c)	After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the
remaining assets of the Corporation. 

  

	 	(d)	Written notice of any such liquidation, dissolution or winding up of the Corporation, 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 first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the
respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. 

  

	 	(e)	The consolidation or merger of the Corporation with or into any other corporation, trust or entity or of any other corporation with or into the Corporation, or the sale, lease or
conveyance of all or substantially all of the assets or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporation. 

  

	(5)	REDEMPTION. 

  

	 	(a)	Right of Optional Redemption. Except as set forth below, the Series B Preferred Stock is not redeemable prior to April 6, 2009. However, in order to ensure that the
Corporation remains a qualified real estate investment trust (“REIT”) for federal income tax purposes, the Series B Preferred Stock will be subject to the provisions of Article VII of the Charter. Pursuant to Article VII, and without
limitation of any provisions of such Article VII, the outstanding Capital Stock of the Corporation, including the Series B Preferred Stock, owned by a stockholder in excess of the Aggregate Stock Ownership Limit will automatically be transferred to
a Trust for the benefit of a Charitable Beneficiary and the Corporation will have the right to purchase such transferred shares from the Trust. On and after April 6, 2009, the Corporation, at its option and upon not less than 30 nor more than 60
days’ written notice, may redeem shares of the Series B Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus all accrued and unpaid dividends thereon to and including
the date fixed for redemption (except as provided in Section 5(c) below), without interest. If less than all of the outstanding Series B Preferred Stock is to be redeemed, the Series B Preferred Stock to be redeemed shall be selected pro rata (as
nearly as may be practicable without creating fractional shares) or by any other equitable method determined by the Corporation. 

  

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	 	(b)	Limitations on Redemption. Unless full cumulative dividends on all shares of Series B Preferred Stock shall have been, or contemporaneously are, declared and paid or declared
and a sum sufficient for the payment thereof set apart for payment for all past dividend periods and the then current dividend period, no shares of Series B Preferred Stock shall be redeemed unless all outstanding shares of Series B Preferred Stock
are simultaneously redeemed, and the Corporation shall not purchase or otherwise acquire directly or indirectly any shares of Series B Preferred Stock (except by exchange for capital stock of the Corporation ranking junior to the Series B Preferred
Stock as to dividends and upon liquidation); provided, however, that the foregoing shall not prevent the purchase by the Corporation of shares transferred to a Trust pursuant to Article VII in order to ensure that the Corporation remains qualified
as a REIT for federal income tax purposes or the purchase or acquisition of shares of Series B Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series B Preferred Stock.


  

	 	(c)	Rights to Dividends on Shares Called for Redemption. Immediately prior to any redemption of Series B Preferred Stock, the Corporation shall pay, in cash, any accumulated and
unpaid dividends to and including the redemption date, unless a redemption date falls after a Dividend Record Date and prior to the corresponding Dividend Payment Date, in which case each holder of Series B Preferred Stock at the close of business
on such Dividend Record Date shall be entitled to the dividend payable on such shares on the corresponding Dividend Payment Date notwithstanding the redemption of such shares before such Dividend Payment Date. Except as provided above, the
Corporation will make no payment or allowance for unpaid dividends, whether or not in arrears, on Series B Preferred Stock which is redeemed. 

  

	 	(d)	Procedures for Redemption. 

  

	 	(i)	Notice of redemption will be (A) given by publication in a newspaper of general circulation in the City of New York, such publication to be made once a week for two successive weeks
commencing not less than 30 nor more than 60 days prior to the redemption date, and (B) mailed by the Corporation, postage prepaid, not less than 30 nor more than 60 days prior to the redemption date, addressed to the respective holders of record of
the Series B Preferred Stock to be redeemed at their respective addresses as they appear on the stock transfer records of the Corporation. No failure to give such notice or any defect therein or in the mailing thereof shall affect the validity of
the proceedings for the redemption of any shares of Series B Preferred Stock except as to the holder to whom notice was defective or not given. 

  

	 	(ii)	In addition to any information required by law or by the applicable rules of any exchange upon which Series B Preferred Stock may be listed or 

  

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 admitted to trading, such notice shall state: (A) the redemption date; (B) the redemption price; (C) the
number of shares of Series B Preferred Stock to be redeemed; (D) the place or places where the Series B Preferred Stock is to be surrendered for payment of the redemption price; and (E) that dividends on the shares to be redeemed will cease to
accrue on such redemption date. If less than all of the Series B Preferred Stock held by any holder is to be redeemed, the notice mailed to such holder shall also specify the number of shares of Series B Preferred Stock held by such holder to be
redeemed. 
  

	 	(iii)	If notice of redemption of any shares of Series B Preferred Stock has been given and if the funds necessary for such redemption have been set aside by the Corporation in trust for
the benefit of the holders of any shares of Series B Preferred Stock so called for redemption, then, from and after the redemption date, dividends will cease to accrue on such shares of Series B Preferred Stock, such shares of Series B Preferred
Stock shall no longer be deemed outstanding and all rights of the holders of such shares will terminate, except the right to receive the redemption price. Holders of Series B Preferred Stock to be redeemed shall surrender such Series B Preferred
Stock at the place designated in such notice and, upon surrender in accordance with said notice of the certificates for shares of Series B Preferred Stock so redeemed (properly endorsed or assigned for transfer, if the Corporation shall so require
and the notice shall so state), such shares of Series B Preferred Stock shall be redeemed by the Corporation at the redemption price plus any accrued and unpaid dividends payable upon such redemption. In case less than all the shares of Series B
Preferred Stock represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares of Series B Preferred Stock without cost to the holder thereof. 

  

	 	(iv)	The deposit of funds with a bank or trust corporation for the purpose of redeeming Series B Preferred Stock shall be irrevocable except that: 

  

	 	(A)	the Corporation shall be entitled to receive from such bank or trust corporation the interest or other earnings, if any, earned on any money so deposited in trust, and the holders
of any shares redeemed shall have no claim to such interest or other earnings; and 

  

	 	(B)	any balance of monies so deposited by the Corporation and unclaimed by the holders of the Series B Preferred Stock entitled thereto at the expiration of two years from the
applicable redemption dates shall be repaid, together with any interest or other earnings thereon, to the Corporation, and after any such repayment, the holders of the shares entitled to the funds so repaid 

  

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 to the Corporation shall look only to the Corporation for payment without interest or
other earnings. 
  

	 	(e)	Application of Article VII. The shares of Series B Preferred Stock are subject to the provisions of Article VII of the Charter, including, without limitation, the provision
for the redemption of shares transferred to the Trust (as defined in such Article). For this purpose, the Market Price of the Series B Preferred Stock shall equal $25.00 per share, plus all accrued and unpaid dividends on the shares of Series B
Preferred Stock. 

  

	 	(f)	Status of Redeemed Shares. Any shares of Series B Preferred Stock that shall at any time have been redeemed or otherwise acquired by the Corporation shall, after such
redemption or acquisition, have the status of authorized but unissued Preferred Stock, without designation as to series until such shares are once more classified and designated as part of a particular series by the Board of Directors.


  

	(6)	VOTING RIGHTS. 

  

	 	(a)	Holders of the Series B Preferred Stock will not have any voting rights, except as set forth below. 

  

	 	(b)	Whenever dividends on any shares of Series B Preferred Stock shall be in arrears for six or more quarterly periods (a “Preferred Dividend Default”), the number of
directors of the Corporation shall be increased by two (the “Preferred Stock Directors”) and the holders of such shares of Series B Preferred Stock (voting separately as a class with the holders of Series A Preferred Stock and all other
series of Preferred Stock ranking on a parity with the Series B Preferred Stock as to dividends or upon liquidation (“Parity Preferred”) upon which like voting rights have been conferred and are exercisable) will be entitled to vote for
the election of the Preferred Stock Directors at a special meeting called by the holders of record of at least 20% of the Series B Preferred Stock or the holders of any other series of Parity Preferred, other than the Series B Preferred Stock, so in
arrears (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of stockholders) or at the next annual meeting of stockholders, and at each subsequent annual meeting until all dividends
accumulated on such shares of Series B Preferred Stock for the past dividend periods and the dividend for the then current dividend period shall have been fully paid or declared and a sum sufficient for the payment thereof set aside for payment.


  

	 	(c)	If and when all accumulated dividends and the dividend for the then current dividend period on the Series B Preferred Stock shall have been paid in full or set aside for payment in
full, the holders of shares of Series B Preferred Stock shall be divested of the voting rights set forth in Section 6(b) hereof (subject to revesting in the event of each and every subsequent Preferred Dividend Default) and, if all accumulated
dividends and the dividend for the current dividend period 

  

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 have been paid in full or set aside for payment in full on all other series of Parity Preferred, other
than the Series B Preferred Stock, upon which like voting rights have been conferred and are exercisable, the term of office of each Preferred Stock Director so elected shall terminate and the number of directors on the Board of Directors shall
decrease by two. Any Preferred Stock Director 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 outstanding shares of the Parity
Preferred and the Series B Preferred Stock when they have the voting rights set forth in Section 6(b) (voting separately as a class with the Parity Preferred, upon which like voting rights have been conferred and are exercisable). So long as a
Preferred Dividend Default shall continue, any vacancy in the office of a Preferred Stock Director may be filled by written consent of the Preferred Stock Director remaining in office, or, if none remains in office, by a vote of the holders of
record of a majority of the outstanding shares of Series B Preferred Stock when they have the voting rights set forth in Section 6(b) (voting separately as a class with all other series of Parity Preferred, upon which like voting rights have been
conferred and are exercisable). The Preferred Stock Directors shall each be entitled to one vote per director on any matter. 
  

	 	(d)	So long as any shares of Series B Preferred Stock remain outstanding, the Corporation shall not, without the affirmative vote of the holders of at least two-thirds of the shares of
the Series B Preferred Stock outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), (i) authorize or create, or increase the authorized or issued amount of, any class or series of
capital stock ranking prior to the Series B Preferred Stock with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up, or reclassify any authorized capital stock of the Corporation into any such
shares, or create, authorize or issue any obligation or security convertible into or evidencing the right to purchase any such shares or (ii) amend, alter or repeal the provisions of the Charter, whether by merger, consolidation or otherwise (an
“Event”), so as to materially and adversely affect any right, preference, privilege or voting power of the Series B Preferred Stock or the holders thereof; provided, however, that with respect to the occurrence of any Event, so long as the
Series B Preferred Stock remains outstanding with the terms thereof materially unchanged, the occurrence of any such Event shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Series B
Preferred Stock and; provided, further, that any increase in the amount of the authorized Preferred Stock or the creation or issuance of any other series of Preferred Stock, or any increase in the amount of authorized shares of such series, in each
case ranking on a parity with or junior to the Series B Preferred Stock with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such
rights, preferences, privileges or voting powers. 

  
  

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	 	(e)	The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all
outstanding shares of Series B Preferred Stock shall have been redeemed or called for redemption upon proper notice and sufficient funds shall have been deposited in trust to effect such redemption. 

  

	(7)	CONVERSION. The Series B Preferred Stock is not convertible into or exchangeable for any other property or securities of the Corporation. 

  
 SECOND: The shares of Series B Preferred Stock have been classified and designated by the
Board of Directors under the authority contained in the Charter. 
  
 THIRD: These
Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law. 
  
 FOURTH: The undersigned President of the Corporation acknowledges these Articles Supplementary to be the corporate act of the Corporation 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 of
perjury. 
  
 [SIGNATURE PAGE FOLLOWS] 
  
  

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 IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be signed in its name and on its behalf by
its President and attested to by its Secretary on this 5th day of April, 2004. 
  

									
	 ATTEST:
	 	 	 	 BEDFORD PROPERTY INVESTORS, INC.

					
	By:	 	    /s/    Dennis Klimmek        	 	 	 	By:	 	    /s/    James Moore        (SEAL)
	 	 	
	 	 	 	 	 	

	Name:	 	Dennis Klimmek	 	 	 	Name:	 	James Moore
	Title:	 	Secretary	 	 	 	Title:	 	President

  

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