ex4_2.htm



Exhibit 4.2


 


[CERTIFICATE]


 



	  [MPG OFFICE TRUST, INC. CORPORATE LOGO]
	
NUMBER

	  SHARES
	
 


A-                                          


 

	  
	
7.625% SERIES A CUMULATIVE


REDEEMABLE PREFERRED STOCK


PAR VALUE $.01 PER SHARE

	
7.625% SERIES A CUMULATIVE 


REDEEMABLE PREFERRED STOCK 


PAR VALUE $.01 PER SHARE


	  	  CUSIP 553274 20 0
	
THIS CERTIFICATE IS TRANSFERABLE


IN THE CITY OF NEW YORK, NY

	
SEE REVERSE FOR IMPORTANT NOTICE ON TRANSFER 


RESTRICTIONS AND OTHER INFORMATION.







 


MPG OFFICE TRUST, INC.


 


INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND


 


This Certifies that


 


is the record holder of


 


FULLY PAID AND NON-ASSESSABLE SHARES OF THE 7.625% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK OF


 


MPG Office Trust, Inc. (the “Company”) transferable on the books of the Company by the holder hereof, in person or by duly authorized attorney, upon 


surrender of this certificate properly endorsed. This certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar.




 


       Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.


 


Dated:


 



	  
	
COUNTERSIGNED AND REGISTERED:


      AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC


	  
	
TRANSFER AGENT AND REGISTRAR,


	  
	
By:

	  
	  	  	
AUTHORIZED SIGNATURE







 


[MPG OFFICE TRUST, INC. CORPORATE SEAL]


 



	  	  	  	  	  
	  	  	  
	
/s/ Nelson C. Rising

	
  

	  	
  

	
/s/ Jonathan L. Abrams


	
PRESIDENT AND CEO

	
  

	  	
  

	
SECRETARY







 







 





 




 




  





  











  











CLASSES OF STOCK


 


THE COMPANY IS AUTHORIZED TO ISSUE CAPITAL STOCK OF MORE THAN ONE CLASS, CONSISTING OF COMMON STOCK AND ONE OR MORE CLASSES OF PREFERRED STOCK. THE BOARD OF DIRECTORS IS AUTHORIZED TO DETERMINE THE PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ANY CLASS OF THE PREFERRED STOCK BEFORE THE ISSUANCE OF SHARES OF SUCH CLASS OF PREFERRED STOCK. THE COMPANY WILL FURNISH, WITHOUT CHARGE, TO ANY STOCKHOLDER MAKING A WRITTEN REQUEST THEREFOR, A COPY OF THE COMPANY’S CHARTER AND A WRITTEN STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES, CONVERSION OR OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS AND OTHER DISTRIBUTIONS, QUALIFICATIONS AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS WHICH THE COMPANY HAS THE AUTHORITY TO ISSUE AND, IF THE COMPANY IS AUTHORIZED TO ISSUE ANY PREFERRED OR SPECIAL CLASS AND SERIES, (i) THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES TO THE EXTENT SET, AND (ii) THE AUTHORITY OF THE BOARD OF DIRECTORS TO SET SUCH RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES. REQUESTS FOR SUCH WRITTEN STATEMENT MAY BE DIRECTED TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE.


 


RESTRICTION ON OWNERSHIP AND TRANSFER


 


THE SHARES OF SERIES A PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE COMPANY’S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE ARTICLES SUPPLEMENTARY FOR THE SERIES A PREFERRED STOCK, (i) NO PERSON MAY BENEFICIALLY OWN SHARES OF THE COMPANY’S SERIES A PREFERRED STOCK IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING SERIES A PREFERRED STOCK OF THE COMPANY; (ii) NO PERSON MAY CONSTRUCTIVELY OWN SHARES OF THE COMPANY’S SERIES A PREFERRED STOCK IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING SERIES A PREFERRED STOCK OF THE COMPANY; (iii) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SERIES A PREFERRED STOCK THAT, TAKING INTO ACCOUNT ANY OTHER CAPITAL STOCK OF THE COMPANY BENEFICIALLY OR CONSTRUCTIVELY OWNED BY SUCH PERSON, WOULD RESULT IN THE COMPANY BEING “CLOSELY HELD” UNDER SECTION 856(h) OF THE CODE OR OTHERWISE CAUSE THE COMPANY TO FAIL TO QUALIFY AS A REIT; AND (iv) NO PERSON MAY TRANSFER SERIES A PREFERRED STOCK IF SUCH TRANSFER WOULD RESULT IN THE CAPITAL STOCK OF THE COMPANY BEING OWNED BY FEWER THAN 100 PERSONS. ANY PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN SERIES A PREFERRED STOCK WHICH CAUSES OR WILL CAUSE A PERSON TO BENEFICIALLY OR CONSTRUCTIVELY OWN SERIES A PREFERRED STOCK IN EXCESS OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE COMPANY. IF ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP ARE VIOLATED, THE SERIES A PREFERRED STOCK REPRESENTED HEREBY IN EXCESS OF SUCH RESTRICTIONS WILL BE AUTOMATICALLY TRANSFERRED TO THE TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN ADDITION, THE COMPANY MAY REDEEM SHARES UPON THE TERMS AND CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION IF THE BOARD OF DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE. FURTHERMORE, UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL TERMS IN THIS LEGEND WHICH ARE DEFINED IN THE ARTICLES SUPPLEMENTARY FOR THE SERIES A PREFERRED STOCK SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN SUCH ARTICLES SUPPLEMENTARY, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF SERIES A PREFERRED STOCK ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE.


 


The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:


 



	
TEN COM

	 	
–

	  	
as tenants in common

	  	
UNIF GIFT MIN ACT –

	  	
Custodian

	  
	
TEN ENT

	 	
–

	  	
as tenants by the entireties

	  	  	
(Cust)

	  	
(Minor)


	
JT TEN

	 	
–

	  	
as joint tenants with right of 

	  	  	
under Uniform Gifts to Minors Act


	  	 	  	  	
survivorship and not as tenants 


in common

	  	  	  
	  	 	  	  	  	  	  	
(State)


	  	 	  	  	  	  	  	  	  	  
	  	 	  	  	  	  	
UNIF TRF MIN ACT –

	  	
Custodian (until age ________)

	  
	  	 	  	  	  	  	  	
(Cust)

	  	  
	  	 	  	  	  	  	  	  	  	  
	  	 	  	  	  	  	  	  	
under Uniform Transfers to Minors Act


	  	 	  	  	  	  	  	
(Minor)

	  	  
	  	 	  	  	  	  	  	  
	  	 	  	  	  	  	  	
(State)







   


Additional abbreviations may also be used though not in the above list.


 



	  
	
For Value received, __________________________________________________________ hereby sell, assign and transfer unto


	  
	
PLEASE INSERT SOCIAL SECURITY OR OTHER


         IDENTIFYING NUMBER OF ASSIGNEE


	  
	
___________________________________________







  


 




  





  










      


 





	  
	
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE


 


 


	
   


    


   


	
 

	
 


Shares


 


	
of the Series A Preferred Stock represented by the within certificate, and do hereby irrevocably constitute and appoint


 

	
 


Attorney


 


	
to transfer the said stock on the books of the within named Company with full power of substitution in the premises.


 


Dated _____________________________________________________________________________

	  
	  	  











	  	  	  	  	  
	  	  	  	
X 

	  
	  	  	  	  	  
	  	  	  	
X 

	  
	  	  	
NOTICE:  

	
THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.













	
Signature(s) Guaranteed:


 


BY _____________________________________________________________________________


 


THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.