AMENDED ARTICLES OF INCORPORATION
                                       OF
                              HRE PROPERTIES, INC.
 
                                    ARTICLE I
 
                                  INCORPORATION
                                  -------------
    
         The  undersigned,  J. W. Thompson Webb, whose post office address is 10
Light Street,  Baltimore,  Maryland 21202, being at least eighteen (18) years of
age, does hereby form a corporation  under the Maryland General  Corporation Law
(the "MGCL").
 
 
 
                                   ARTICLE II
 
                                      NAME
                                      ----
 
         The name of the corporation (the "Corporation") is:
 
                              HRE PROPERTIES, INC.
 
 
 
 
                                   ARTICLE III
 
                                    PURPOSES
                                    --------
   
         3.1 Purpose and Powers.  The Corporation is being formed to acquire and
succeed to, and continue the business of, HRE Properties ("HRE  Properties"),  a
common  law  business  trust  organized  under the laws of the  Commonwealth  of
Massachusetts  that has  operated so as to qualify as a real  estate  investment
trust ("REIT"), as that phrase is defined in Section 856 of the Internal Revenue
Code of 1986, as amended (the "Code"),  through a merger of HRE Properties  with
and into the Corporation  and to engage in the business of acquiring,  managing,
financing,  disposing of and otherwise dealing in interests in real property and
to engage in any other  lawful act or  activity  for which  corporations  may be
organized  under the MGCL. The foregoing  purposes shall be in no way limited or
restricted by reference to, or inference  from, the terms of any other clause of
the Articles of Incorporation, as amended or supplemented from time to time (the
"Articles"),  and each shall be regarded as independent.  The foregoing purposes
are also to be construed as powers of the Corporation,  and shall be in addition
to and not in limitation of the general powers of corporations under the laws of
the State of Maryland.
 
         3.2 Real Estate  Investment  Trust.  Without limiting the generality of
the foregoing  purposes,  business and objects,  until such time as the Board of
Directors of the Corporation  determines that it is no longer in the interest of
the Corporation and its stockholders that the Corporation engage in the business
of, and  conduct  its  business  and  affairs so as to qualify  as, a REIT,  the
purpose of the  Corporation  shall  include  engaging in the business of a REIT.
This  reference  to such purpose  shall not make  unlawful or  unauthorized  any
otherwise  lawful  act or  activity  that  the  Corporation  may  take  that  is
inconsistent with such purpose.
    
 
 
                                   ARTICLE IV
 
                           PRINCIPAL PLACE OF BUSINESS
                           ---------------------------
 
         The  address  of the  principal  office of the  Corporation  is c/o The
Corporation Trust Incorporated, 32 South Street, Baltimore, Maryland 21202.
 
 
 
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                                    ARTICLE V
 
                               THE RESIDENT AGENT
                               ------------------
 
         The  Resident  Agent  of  the  Corporation  is  The  Corporation  Trust
Incorporated, whose address is 32 South Street, Baltimore, Maryland 21202.
 
 
 
                                   ARTICLE VI
 
                               BOARD OF DIRECTORS
                               ------------------
   
         6.1 Number. The number of Directors of the Corporation  initially shall
be seven,  which number may  thereafter  be increased or decreased  from time to
time in accordance with Bylaws of the Corporation;  provided,  however,
that the total number of Directors shall be not fewer than the greater of two or
the  minimum  number  permitted  by the  MGCL.  No  reduction  in the  number of
Directors  shall cause the  removal of any  Director  from  office  prior to the
expiration of his or her term.
 
         6.2  Directors;  Classification;  Term.  The initial  Directors  of the
Corporation shall be E. Virgil Conway, Peter Herrick,  Paul D. Paganucci,  James
O. York, Robert R. Douglass, George H.C. Lawrence and Charles J. Urstadt. At the
first annual meeting of stockholders,  the Directors shall be divided into three
classes  designated  as Class I, Class II and Class III,  with the term of three
years each, and the term of one class shall expire each year.  Class I directors
shall  initially  consist of one director who shall hold office  initially for a
term expiring at the annual meeting of stockholders in 1998.  Class II Directors
shall initially consist of three directors who shall hold office initially for a
term expiring at the annual meeting of stockholders in 1999. Class III Directors
shall initially consist of three directors who shall hold office initially for a
term expiring at the annual meeting of stockholders in 2000.  Beginning with the
annual meeting of stockholders in 1998 and at each succeeding  annual meeting of
stockholders,  the class of  Directors  whose term  expires at such meeting will
stand for  election to hold office for a term  expiring at the third  succeeding
annual meeting.  Each director will hold office for the term for which he or she
is elected and until his or her successor is duly elected and qualified.  If the
number of Directors is changed,  any increase or decrease in directorships shall
be apportioned  among the classes so as to maintain the  proportional  number of
Directors in each class as nearly  equal as set forth above or as may  otherwise
be  determined by a majority of the Board of Directors  then in office,  and any
additional  Directors of any class elected to fill a vacancy  resulting  from an
increase  in such  class  shall hold  office  only  until the next  election  of
Directors by the  stockholders,  but in no case will a decrease in the number of
Directors shorten the term of any incumbent Director.
    
         Notwithstanding the foregoing,  whenever, pursuant to the provisions of
Article VII of the Articles,  the holders of any one or more series of Preferred
Stock  shall have the right,  voting  separately  as a series or  together  with
holders of other such series, to elect Directors at an annual or special meeting
of Stockholders,  the election,  term of office,  filling of vacancies and other
features of such  directorships  shall be governed by the terms of the  Articles
and any Articles Supplementary applicable thereto, and such Directors so elected
shall not be divided into classes pursuant to this Section 6.2.
 
         During any period  when the  holders of any series of  Preferred  Stock
have the right to elect  additional  Directors as provided for or fixed pursuant
to the  provisions  of Article VII hereof,  then upon  commencement  and for the
duration of the period during which such right continues: (i) the then otherwise
total authorized number of Directors shall be increased, and the holders of such
Preferred Stock shall be entitled to elect the additional  Directors so provided
for or fixed pursuant to said provisions, and (ii) each such additional Director
shall serve until such  Director's  successor  shall have been duly  elected and
qualified,  or until  such  Director's  right  to hold  such  office  terminates
pursuant  to  said  provisions,   whichever  occurs  earlier,  subject  to  such
Director's earlier death,  disqualification,  resignation or removal.  Except as
otherwise  provided by the Board in the resolution or  resolutions  establishing
such series,  whenever the holders of any series of Preferred  Stock having such
right to elect  additional  Directors are divested of such right pursuant to the
provisions of such stock,  the terms of office of all such
 
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additional  Directors  elected by the holders of such stock,  or elected to fill
any vacancies resulting from the death, resignation, disqualification or removal
of such additional Directors, shall terminate as quickly as is permissible under
the MGCL and the total and  authorized  number of Directors  of the  Corporation
shall be reduced accordingly.
   
         6.3  Vacancies.  Subject to the rights of the  holders of any series of
Preferred Stock then outstanding, newly created directorships resulting from any
increase in the  authorized  number of Directors  shall be filled  solely by the
affirmative  vote  of a  majority  of the  entire  Board  of  Directors  and any
vacancies  on  the  Board  of  Directors  resulting  from  death,   resignation,
retirement,  disqualification  or other cause  (other than  removal from office)
shall be filled  solely by the  affirmative  vote of a majority of the remaining
Directors then in office,  even if less than a quorum.  Subject to the rights of
the holders of any series of Preferred Stock then outstanding,  vacancies on the
Board of Directors  resulting  from the removal of a Director from office may be
filled by the affirmative  vote of a majority of all the votes cast at a meeting
of  stockholders  called for that  purpose.  A Director  elected by the Board of
Directors  to fill any vacancy  shall  serve  until the next  annual  meeting of
stockholders and until his successor is elected and qualifies.
 
         6.4  Resignation;  Removal.  Any  Director may resign from the Board of
Directors or any committee thereof at any time by written notice to the Board of
Directors,  effective  upon  execution and delivery to the  Corporation  of such
notice or upon any future  date  specified  in the  notice.  A  Director  may be
removed from office,  but only for cause and only by the affirmative vote of the
holders of not less than  two-thirds of the Stock then  outstanding and entitled
to vote generally for the election of Directors;  provided, however, that in the
case of any  Directors  elected  solely  by  holders  of one or more  series  of
Preferred  Stock,  such  Directors may be removed only for cause and only by the
affirmative  vote of two-thirds of the Stock of such series then outstanding and
entitled  to vote in the  election  of  Directors,  voting  together as a single
class.  At least 30 days  prior to any  meeting of  stockholders  at which it is
proposed  that any  Director  be removed  from  office,  written  notice of such
proposed  removal shall be sent to the Director whose removal will be considered
at the  meeting.  For  purposes of the  Articles,  "cause,"  with respect to the
removal  of any  Director,  shall  mean only (i)  conviction  of a felony,  (ii)
declaration of unsound mind by order of court,  (iii) gross dereliction of duty,
(iv) commission of any action involving moral turpitude, or (v) commission of an
action which constitutes  intentional  misconduct or a knowing violation of law,
and in the case of clause (iv) or (v),  above,  such action  results  both in an
improper substantial personal benefit and a material injury to the Corporation.
    
         6.5 Powers. Subject to the express limitations herein or in the Bylaws,
the business and affairs of the Corporation shall be managed under the direction
of the Board of Directors. The Articles shall be construed with a presumption in
favor of the grant of power and authority to the Directors.
 
 
                                   ARTICLE VII
 
                                      STOCK
                                      -----
 
         7.1 Authorized Capital Stock. The total number of shares of stock which
the  Corporation  has  authority to issue (the  "Stock") is One Hundred  Million
(100,000,000)  shares,  initially consisting of (i) Seventy Million (70,000,000)
shares of common  stock,  par value $.01 per share (the  "Common  Stock");  (ii)
Twenty Million  (20,000,000) shares of preferred stock, par value $.01 per share
(the "Preferred  Stock");  and (iii) Ten Million  (10,000,000)  shares of excess
stock, par value $.01 per share (the "Excess Stock"). The aggregate par value of
all the shares of all classes of stock is $1,000,000.
 
         7.2  Preferred  Stock.  The Board of Directors  may issue the Preferred
Stock in one or more series consisting of such numbers of shares and having such
preferences,  conversion  and other  rights,  voting  powers,  restrictions  and
limitations  as  to  dividends,  qualifications  and  terms  and  conditions  of
redemption  of stock as the Board of Directors  may from time to time  determine
when designating such series.
 
         7.3      Common Stock.
 
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                  7.3.1 Dividend Rights.  Subject to the  preferential  dividend
         rights of Preferred Stock, if any, as may be determined by the Board of
         Directors,  the holders of shares of Common  Stock shall be entitled to
         receive such dividends as may be declared by the Board of Directors out
         of funds legally available therefor.
 
                  7.3.2  Voting  Rights.  The holders of shares of Common  Stock
         shall be entitled to vote on all  matters  submitted  to the holders of
         Common Stock for a vote at all meetings of the  Stockholders,  and each
         holder of shares of Common Stock shall be entitled to one vote for each
         share of Common Stock held by such Stockholder.
 
         7.4  Classification  of Stock.  The Board of Directors  may classify or
reclassify any unissued shares of Stock from time to time by setting or changing
the preferences,  conversion and other rights,  voting powers,  restrictions and
limitations  as to  dividends,  qualifications,  and  terms  and  conditions  of
redemption  of those  shares  of  Stock,  including,  but not  limited  to,  the
reclassification of unissued shares of Common Stock to shares of Preferred Stock
or shares of Excess Stock,  or unissued  shares of Preferred  Stock to shares of
Common Stock or shares of Excess  Stock,  or unissued  shares of Excess Stock to
shares of  Common  Stock or shares of  Preferred  Stock or the  issuance  of any
rights plan or similar plan.
 
         7.5  Issuance  of  Stock.  The Board of  Directors  may  authorize  the
issuance  from  time to time of  shares of Stock of any  class,  whether  now or
hereafter authorized,  or securities or rights convertible into shares of Stock,
for such  consideration as the Board of Directors may deem advisable (or without
consideration  in the  case of a  share  split  or  dividend),  subject  to such
restrictions or limitations,  if any, as may be lawfully set forth in the Bylaws
of the Corporation.
   
         7.6  Dividends or  Distributions.  The  Directors may from time to time
declare  and pay to  stockholders  such  dividends  or  distributions  in  cash,
property or other assets of the  Corporation or in securities of the Corporation
or from any other source as the Directors in their discretion shall determine.
    
 
                                  ARTICLE VIII
 
                         LIMITATION ON PREEMPTIVE RIGHTS
                         -------------------------------
 
         No  holder of any Stock or any  other  securities  of the  Corporation,
whether now or hereafter  authorized,  shall have any preferential or preemptive
rights to  subscribe  for or purchase any Stock or any other  securities  of the
Corporation  other than such rights,  if any, as the Board of Directors,  in its
sole  discretion may fix; and any Stock or other  securities  which the Board of
Directors  may  determine  to offer for  subscription  may,  within the Board of
Directors' sole  discretion,  be offered to the holders of any class,  series or
type of Stock or other  securities at the time  outstanding  to the exclusion of
holders  of any or all  other  classes,  series  or  types  of  Stock  or  other
securities at the time outstanding.
 
 
 
                                   ARTICLE IX
 
                      LIMITATIONS ON TRANSFER AND OWNERSHIP
                      -------------------------------------
 
         9.1  Limitations on Transfer.  Stock (other than Excess Stock) shall be
freely  transferable  by the record owner thereof,  subject to the provisions of
this  Article IX, and provided  that any  purported  acquisition  or transfer of
Stock that would result in the  disqualification  of the  Corporation  as a REIT
shall be void ab  initio,  except  to the  extent  necessary  to give  effect to
Section 9.10 hereof. Any purported  transfer of Stock that, if effective,  would
result in a violation of Section 9.2 (unless  excepted from the  application  of
Section 9.2  pursuant to Section 9.6) shall be void ab initio as to the transfer
of that number of shares of Stock that would otherwise be beneficially  owned by
a  Stockholder  in violation of Section  9.2,  the intended  transferee  of such
shares shall acquire no rights  therein and the transfer of such shares will not
be reflected on the Corporation's stock record books. For purposes of this
 
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Article IX, a "transfer" of shares of Stock shall mean any sale, transfer, gift,
hypothecation,  pledge,  assignment, or other disposition,  whether voluntary or
involuntary, by operation of law or otherwise.
 
         9.2  Limitations  on  Ownership.  Except as provided by Section 9.6, no
person  except as  described  below  shall at any time  directly  or  indirectly
acquire or hold  beneficial  ownership of shares of any class or series of Stock
with  an  aggregate  value  in  excess  of 7.5% of the  aggregate  value  of all
outstanding Stock of the Corporation (the "Ownership  Limit").  Any entity,  the
ownership  of whose  Stock is  attributed  to the  owners of such  entity  under
Sections 544 and 856(h) of the Code,  will be  "looked-through"  for purposes of
the Ownership Limit.  Notwithstanding the foregoing, the Board of Directors may,
in  its  sole  discretion,  waive  the  Ownership  Limit  with  respect  to  any
transaction  if it is  satisfied,  based  on the  advice  of tax  counsel,  that
ownership in excess of this limit will not jeopardize the  Corporation's  status
as a REIT and it otherwise  decides that such action is in the best interests of
the Corporation.
 
         For  purposes  of this  Article IX, (a) the value of any share of Stock
shall be determined in the manner established by the Board of Directors, and (b)
a person (which includes natural persons,  corporations,  trusts,  partnerships,
and other entities) shall be deemed to be the beneficial owner of the Stock that
such person (i) actually owns, (ii) constructively owns after applying the rules
of Section 544 of the Code as  modified in the case of a REIT by Section  856(h)
of the Code,  and (iii) has the right to acquire  upon  exercise of  outstanding
rights,  options and warrants, and upon conversion of any securities convertible
into Stock, if any.
 
         9.3 Stockholder Information. Each stockholder shall, upon demand of the
Corporation,  disclose  to the  Corporation  in writing  such  information  with
respect to his or its direct and indirect  beneficial  ownership of the Stock as
the Board of Directors in its discretion deems necessary or appropriate in order
that the  Corporation  may fully comply with all provisions of the Code relating
to  REITs  and  all  regulations,  rulings  and  cases  promulgated  or  decided
thereunder (the "REIT  Provisions")  and to comply with the  requirements of any
taxing authority or governmental agency.
 
         9.4 Transferee  Information.  Whenever the Board of Directors  deems it
reasonably  necessary  to protect  the tax status of the  Corporation  as a REIT
under the REIT  Provisions,  the Board of  Directors  may require a statement or
affidavit from each  stockholder  or proposed  transferee of Stock setting forth
the  number of  shares  of Stock  already  beneficially  owned by such  proposed
transferee  and any related person  specified by the Board of Directors.  If the
Board of  Directors  determines  in good faith that any  proposed  transfer  may
jeopardize  the  qualification  of the  Corporation  as a  REIT,  the  Board  of
Directors  shall  have the  right,  but not the duty,  to  refuse to permit  the
transfer of such Stock to the proposed transferee. All contracts for the sale or
other transfer of Stock shall be subject to this Section 9.4.
 
         9.5      Excess Stock.
 
                  9.5.1 Exchange for Excess Stock. If, notwithstanding the other
         provisions  contained  in this  Article  IX,  at any  time  there  is a
         purported transfer of Stock or a change in the capital structure of the
         Corporation  (including  any  redemption  of Excess  Stock  pursuant to
         Subsection  9.5.7) as a result of which any person  would  beneficially
         own Stock in excess of the Ownership Limit,  then,  except as otherwise
         provided  in  Section  9.6,  such  shares  of  Stock in  excess  of the
         Ownership   Limit  (rounded  up  to  the  nearest  whole  share)  shall
         automatically  and without  further  action be  exchanged  for an equal
         number of shares of Excess Stock.  Such exchange  shall be effective as
         of the close of business on the  business  day prior to the date of the
         purported  transfer  of Stock or the change in capital  structure.  The
         shares of Common Stock which were  exchanged for shares of Excess Stock
         shall  revert  to  the  Corporation,   subject  to  the  provisions  of
         Subsection 9.5.6.
 
                   9.5.2  Ownership  in Trust.  Upon any  purported  transfer of
         Stock  that  results  in an  exchange  for  Excess  Stock  pursuant  to
         Subsection  9.5.1,  such shares of Excess Stock shall be deemed to have
         been transferred to the Corporation, as trustee of a separate trust for
         the  exclusive  benefit of the  person or  persons to whom such  Excess
         Stock can  ultimately be  transferred  without  violating the Ownership
         Limit.  Shares of  Excess  Stock so held in trust  shall be issued  and
         outstanding Stock of the Corporation. The
 
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         purported  transferee  of  Excess  Stock  shall  have no rights in such
         Excess  Stock,  except  the  right to  designate  a  transferee  of its
         interest  in the trust  created  under this  Subsection  9.5.2 upon the
         terms  specified in Subsection  9.5.6.  If any of the  restrictions  on
         transfer  set  forth  in this  Article  IX are  determined  to be void,
         invalid or unenforceable by virtue of any legal decision, statute, rule
         or regulation,  then the intended transferee of any Excess Stock may be
         deemed, at the option of the Corporation,  to have acted as an agent on
         behalf of the Corporation in acquiring the Excess Stock and to hold the
         Excess Stock on behalf of the Corporation.
 
                  9.5.3 Dividend  Rights.  Excess Stock shall not be entitled to
         any dividends. Any dividend or distribution paid prior to the discovery
         by the Corporation  that shares of Stock have been exchanged for Excess
         Stock shall be repaid to the Corporation upon demand,  and any dividend
         or  distribution  declared  but unpaid  shall be  rescinded  as void ab
         initio with respect to such shares of Excess Stock.
 
                  9.5.4  Rights Upon  Liquidation.  Subject to the  preferential
         rights of Preferred Stock, if any, as may be determined by the Board of
         Directors and the  preferential  rights of Excess  Preferred  Stock (as
         defined  below),  if any, in the event of any voluntary or  involuntary
         liquidation,  dissolution or winding up of, or any  distribution of the
         assets of, the  Corporation,  the trustee  holding any shares of Excess
         Common  Stock shall be entitled  to  receive,  ratably  with each other
         holder of shares of Common Stock or Excess Common  Stock,  that portion
         of the assets of the  Corporation  available  for  distribution  to the
         holders of Common Stock and Excess Common Stock as the number of shares
         of Excess Common Stock held by such holder bears to the total number of
         shares of Common Stock and Excess Common Stock then outstanding. In the
         event of any  voluntary  or  involuntary  liquidation,  dissolution  or
         winding up of, or any  distribution of the assets of, the  Corporation,
         the trustee holding any shares of Excess Stock issued upon the exchange
         of Preferred Stock (the "Excess  Preferred Stock") shall be entitled to
         receive the pro rata share of the assets of the  Corporation  available
         for  distribution  to the holders of Preferred  Stock of the series for
         which such  Excess  Stock was  exchanged  which  such  holder of Excess
         Preferred  Stock  would be entitled to receive if such shares of Excess
         Preferred Stock were shares of Preferred Stock of the series from which
         such Excess  Preferred  Stock was exchanged.  The  Corporation,  as the
         holder  of  all  Excess  Stock  in  one  or  more  trusts,  or,  if the
         Corporation  shall have been  dissolved,  any trustee  appointed by the
         Corporation  prior  to  its  dissolution,   shall  distribute  to  each
         transferee of an interest in such a trust pursuant to Subsection  9.5.6
         hereof,  when  determined,  any  assets  received  in any  liquidation,
         dissolution or winding up of, or any distribution of the assets of, the
         Corporation  in  respect  of the  Excess  Stock  held in such trust and
         represented by the trust interest transferred to such transferee.
 
                  9.5.5 Voting  Rights.  No  stockholder  may vote any shares of
         Excess  Stock.  The shares of Excess Stock will not be considered to be
         issued or  outstanding  for  purposes  of any  Stockholder  vote or for
         purposes of determining a quorum for such a vote.
   
                  9.5.6  Restrictions  on  Transfer.  Excess  Stock shall not be
         transferable  except  pursuant to Section 9.5.2 and Section 9.5.7.  The
         purported  transferee  of any  shares of Stock that are  exchanged  for
         Excess  Stock  pursuant  to  Section  9.5.1  may  freely   designate  a
         transferee of the interest in the trust that  represents such shares of
         Excess  Stock,  if (a) the shares of Excess Stock held in the trust and
         represented by the trust interest to be transferred would not be Excess
         Stock in the hands of the  transferee of the trust interest and (b) the
         transferor of the trust interest does not receive a price for the trust
         interest in excess of (i) the price such  transferor paid for the Stock
         in the  purported  transfer of Stock that  resulted in the Excess Stock
         represented by the trust  interest,  or (ii) if such transferor did not
         give value for such Stock  (e.g.,  the shares were  received  through a
         gift,  devise or other  transaction),  a price  equal to the  aggregate
         Market  Price (as  defined in  Subsection  9.5.7) for all shares of the
         Stock that were exchanged for Excess Stock on the date of the purported
         transfer that resulted in the Excess Stock.  No interest in a trust may
         be transferred unless the transferor of such interest has given advance
         notice  to  the   Corporation  of  the  intended   transferee  and  the
         Corporation has agreed in writing to waive its redemption  rights under
         Subsection  9.5.7.  Upon  the  transfer  of an  interest  in a trust in
         compliance  with this Subsection  9.5.6,  the  corresponding  shares of
         Excess Stock that are  represented by the  transferred  interest in the
         trust shall be automatically exchanged for an equal number of shares of
         Stock of the same  class and series  from  which  they were  originally
         exchanged and such shares of Stock
    
 
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<PAGE>
 
         shall be transferred of record to the transferee of the interest in the
         trust.  Upon any exchange of Excess  Stock for Stock of another  class,
         the  interest  in  the  trust  representing  such  Excess  Stock  shall
         automatically terminate.
   
                  9.5.7  Corporation's  Redemption  Right.  All shares of Excess
         Stock shall be deemed to have been offered for sale to the Corporation,
         or its  designee,  at a price per share  equal to the lesser of (a) the
         price per share of Stock in the  transaction  that  created such Excess
         Stock (or, in the case of devise or gift, the Market Price per share of
         such Stock at the time of such devise or gift) or (b) the Market  Price
         per share of Stock of the class of Stock for which  such  Excess  Stock
         was exchanged on the date the  Corporation,  or its  designee,  accepts
         such offer.  The Corporation  shall have the right to accept such offer
         at any time until the date ninety (90) days after the date on which the
         purported  owner or transferee  gives written notice to the Corporation
         of any event (including, without limitation, redemptions or repurchases
         of Stock by the Corporation) or any purported  transfer that results in
         the  exchange of Stock for such Excess  Stock and the nature and amount
         of  all  ownership  interests,   direct  or  indirect,   of  record  or
         beneficial,  of such  purported  owner or  transferee,  or,  if no such
         notice is given,  the date on which the Board of  Directors  determines
         that a purported  transfer  resulting in the exchange of Stock for such
         Excess Stock has been made.  For  purposes of this Article IX,  "Market
         Price"  means  for any  share of  Stock,  the  average  daily per share
         closing  sales  price of a share of such  Stock if shares of such Stock
         are listed on a national  securities exchange or quoted on the National
         Association of Securities  Dealers Automated  Quotation National Market
         (the "NASDAQ NM"), and if such shares are not so listed or quoted,  the
         Market  Price shall be the mean  between the average per share  closing
         bid prices and the average per share closing asked prices, in each case
         during  the  30-day  period  ending  on the  business  day prior to the
         redemption  date,  or  if  there  have  been  no  sales  on a  national
         securities  exchange or on the NASDAQ NM and no published bid and asked
         quotations  with  respect  to shares of such  Stock  during  the 30-day
         period,  the Market Price shall be the price determined by the Board of
         Directors in good faith. Unless the Board of Directors  determines that
         it is in the interest of Corporation to make earlier  payment of all of
         the amount  determined as the redemption  payment for Stock redeemed in
         accordance  with this Section 9.5.7,  the  redemption  payment shall be
         paid to the transferee of the trust interest  representing the redeemed
         Excess Stock only upon the liquidation of the Corporation and shall not
         exceed an amount equal to the lesser of the price  determined  pursuant
         to the first  sentence of this  Subsection  9.5.7 or the product of (x)
         the number of Excess Shares redeemed,  multiplied by (y) the sum of the
         per share  distributions  designated as liquidating  distributions  and
         return of capital  distribution  declared  subsequent to the redemption
         date with respect to unredeemed  shares of Stock of the class for which
         the redeemed  Excess Stock was  exchanged.  No interest shall accrue on
         any  redemption  payment with respect to the period  subsequent  to the
         redemption date to the date of the redemption payment.
    
         9.6  Exceptions  to Certain  Ownership  and Transfer  Limitations.  The
Ownership Limit set forth in Section 9.2 shall not apply to the following shares
of Stock and such shares shall not be deemed to be Excess Stock at the times and
subject to the terms and conditions set forth in this Section 9.6:
 
                  9.6.1  Subject to the  provisions  of Section  9.7,  shares of
         Stock which the Board of  Directors in its sole  discretion  may exempt
         from the  Ownership  Limit while owned by a person who has provided the
         Corporation  with  evidence and  assurances  acceptable to the Board of
         Directors that the qualification of the Corporation as a REIT would not
         be jeopardized thereby.
 
                  9.6.2  Subject to the  provisions  of Section  9.7,  shares of
         Stock  acquired  and held by an  underwriter  in a public  offering  of
         Stock,  or in any  transaction  involving  the issuance of Stock by the
         Corporation  in  which  the  Board  of  Directors  determines  that the
         underwriter  or other person or party  initially  acquiring  such Stock
         will make a timely distribution of such Stock to or among other holders
         such that,  following such distribution,  the Corporation will continue
         to be in compliance with the REIT Provisions.
 
                  9.6.3 Shares of Stock acquired  pursuant to an all cash tender
         offer made for all  outstanding  shares of Stock of the  Corporation in
         conformity with applicable federal and state securities laws where
 
                                       C-8
 
<PAGE>
         not less  than  eighty  percent  (80%) of the  outstanding  Stock  (not
         including Stock or securities convertible into Stock held by the tender
         offeror  and/or any  "affiliates"  or  "associates"  thereof within the
         meaning of the  Securities  Exchange Act of 1934,  as amended) are duly
         tendered and  accepted  pursuant to the cash tender offer and where the
         tender offeror  commits in such tender offer, if the tender offer is so
         accepted by the holders of such eighty percent (80%) of the outstanding
         Stock,  as promptly as  practicable  thereafter to give any holders who
         did not accept such tender offer a reasonable  opportunity to put their
         Stock to the  tender  offeror  at a price  not less  than the price per
         share paid for Stock tendered pursuant to the tender offer.
 
         9.7  Authority  to  Revoke  Exceptions  to  Limitations.  The  Board of
Directors, in its sole discretion, may at any time revoke any exception pursuant
to Subsections  9.6.1,  9.6.2 or 9.6.3 in the case of any stockholder,  and upon
such revocation, the provisions of Sections 9.2 and 9.5 shall immediately become
applicable to such  stockholder  and all Stock of which such  stockholder may be
the  beneficial  owner.  A  decision  to exempt  or  refuse  to exempt  from the
Ownership  Limit the  ownership  of certain  designated  shares of Stock,  or to
revoke an exemption previously granted,  shall be made by the Board of Directors
in its sole  discretion,  based on any  reason  whatsoever,  including,  but not
limited to, the preservation of the Corporation's qualification as a REIT.
 
         9.8  Controlling  Provision.  Except as  provided in Article 15, to the
extent  this  Article IX may be  inconsistent  with any other  provision  of the
Articles, this Article IX shall be controlling.
 
         9.9  Authority  of the Board of  Directors.  Subject  to  Section  9.10
hereof,  nothing else contained in this Article IX or in any other  provision of
the  Articles  shall limit the  authority of the Board of Directors to take such
action as it deems  necessary or advisable  to protect the  Corporation  and the
interests of the Stockholders by preservation of the Corporation's qualification
as a REIT under the REIT Provisions.  In applying the provisions of this Article
IX, the Board of  Directors  may take into  account the lack of certainty in the
REIT  Provisions  relating  to  the  ownership  of  stock  that  may  prevent  a
corporation  from qualifying as a REIT and may make  interpretations  concerning
the Ownership Limit, Excess Stock,  beneficial  ownership and related matters on
as conservative a basis as the Board of Directors deems advisable to minimize or
eliminate uncertainty as to the Corporation's continued qualification as a REIT.
Notwithstanding  any other provision of the Articles,  if the Board of Directors
determines that it is no longer in the best interests of the Corporation and the
Stockholders to continue to have the Corporation qualify as a REIT, the Board of
Directors  may revoke or otherwise  terminate  the  Corporation's  REIT election
pursuant to Section 856(g) of the Code.
 
         9.10 New York Stock  Exchange.  Nothing in the Articles  shall preclude
the settlement of any transaction entered into through the facilities of the New
York Stock  Exchange or of any other stock  exchange on which shares of stock of
the  Corporation  may be listed and which have  conditioned  such listing on the
inclusion in the Articles of a provision  such as this  Section  9.10.  The fact
that the settlement of any  transaction is permitted shall not negate the effect
of any  other  provision  of  this  Article  IX,  and any  transferee  in such a
transaction  and the shares so transferred  shall be subject to all of the other
provisions and limitations of this Article IX.
 
 
                                    ARTICLE X
 
                        RIGHTS AND POWERS OF CORPORATION,
                        ---------------------------------
                         BOARD OF DIRECTORS AND OFFICERS
                         -------------------------------
   
         In  carrying  on its  business,  or for the  purpose  of  attaining  or
furthering any of its objectives,  the Corporation shall have all of the rights,
powers  and  privileges  granted  to  corporations  by the laws of the  State of
Maryland,  as well as the power to do any and all acts and things that a natural
person or  partnership  could do as now or hereafter  authorized by law,  either
alone or in partnership or conjunction with others. Except as otherwise provided
in the Articles or the Bylaws of the Corporation,  as amended from time to time,
the business of the Corporation shall be managed by its Board of Directors.  The
Board of  Directors  shall  have and may  exercise  all the  rights,  powers and
privileges of the Corporation  except those that are by law, the Articles or the
Bylaws of the Corporation, conferred upon or reserved to the stockholders.
    
                                       C-9
 
<PAGE>
 
                                   ARTICLE XI
 
                               STOCKHOLDER ACTION
                               ------------------
   
         11.1 Quorum. At any meeting of stockholders,  the presence in person or
by proxy of  stockholders  entitled to cast a majority of all the votes entitled
to be cast at the meeting shall constitute a quorum.
 
         11.2  Vote  Required.  A  majority  of the votes  cast at a meeting  of
Stockholders  at which a  quorum  is  present  shall  be  sufficient  to take or
authorize  action upon any matter  which may  properly  come before the meeting,
unless more than a majority of the votes cast is specifically required by law or
the Articles. Unless otherwise provided by law or the Articles, each outstanding
share of Stock,  regardless  of class,  shall be  entitled to one vote upon each
matter  submitted  to a vote at a  meeting  of  stockholders.  Shares  of  Stock
directly  or  indirectly  owned  by the  Corporation  shall  not be voted in any
meeting and shall not be counted in determining  the total number of outstanding
shares of Stock  entitled to vote at any given  time,  but Stock held by it in a
fiduciary  capacity  (other than "Excess  Stock" held by it in  accordance  with
Article 9.5.2) may be voted and shall be counted in determining the total number
of outstanding shares of Stock at any given time.
 
         11.3 Informal  Action.  Any action required or permitted to be taken by
the  Stockholders at any annual or special meeting of stockholders  may be taken
without a meeting if (i) a unanimous written consent which sets forth the action
taken and which is signed by each stockholder entitled to vote on the matter and
(ii) a  written  waiver  of any  right to  dissent  signed  by each  Stockholder
entitled to notice of such meeting but not entitled to vote at such meeting, are
filed with the records of stockholders  meetings.  Such consents and waivers may
be signed by different stockholders on separate counterparts.
    
 
                                   ARTICLE XII
 
                                 INDEMNIFICATION
                                 ---------------
 
         The  Board of  Directors  shall  have the  power  to  adopt  Bylaws  or
resolutions for the  indemnification of the Corporation's  directors,  officers,
employees  and agents,  provided  that any such Bylaws or  resolutions  shall be
consistent with applicable law.
 
 
                                  ARTICLE XIII
 
                             LIMITATION OF LIABILITY
                             -----------------------
 
         To the fullest extent permitted under the MGCL as in effect on the date
of filing the Articles or as the MGCL is  thereafter  amended from time to time,
no Director or officer shall be liable to the  Corporation  or its  Stockholders
for money damages. Neither the amendment or the repeal of this Article XIII, nor
the  adoption of any other  provision  in the  Articles  inconsistent  with this
Article XIII, shall eliminate or reduce the protection  afforded by this Article
XIII to a  Director  or officer of the  Corporation  with  respect to any matter
which occurred, or any cause of action, suit or claim which but for this Article
XIII would have accrued or arisen, prior to such amendment, repeal or adoption.
 
 
                                   ARTICLE XIV
 
               STOCKHOLDER VOTE REQUIRED FOR CERTAIN TRANSACTIONS
               --------------------------------------------------
 
         No (i)  sale,  lease or  exchange  of all or  substantially  all of the
property  or  assets,  including  goodwill,  of the  Corporation  or (ii)  share
exchange or merger or consolidation of the Corporation with or into any other
 
                                      C-10
 
<PAGE>
 
corporation, shall be effected unless the same is first approved by the Board of
Directors  pursuant  to a  resolution  adopted  by the  Board  of  Directors  in
accordance  with  Section  3-105(b)  of  the  MGCL  and  by a  majority  of  the
"Continuing  Directors" (as defined below), and, except as otherwise provided by
law, thereafter  approved by the Stockholders.  Whenever any vote of the holders
of voting  stock is  required,  and in  addition to any other vote of holders of
voting stock that is required by the Articles or by law, the affirmative vote of
at least two-thirds of all the votes cast on such sale, lease or exchange, share
exchange,  merger or consolidation,  by holders of voting stock, voting together
as a single class,  at any annual meeting of  Stockholders or special meeting of
Stockholders  called for such  purpose,  shall be required to approve such sale,
lease or exchange, share exchange, merger or consolidation.
   
         For the purpose of the Articles,  the term "Continuing Directors" shall
mean  (i)  each  of  the  initial  members  of the  Board  of  Directors  of the
Corporation  or (ii) any of the Directors  whose  nomination for election to the
Board of Directors was  recommended or approved by a vote of the majority of the
Directors then in office who are the Directors referred to in clause (i) of this
sentence or this clause (ii).
    
 
 
                                   ARTICLE XV
 
                 PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS
                 ----------------------------------------------
 
         15.1 The provisions of the Articles are severable, and if the Directors
shall determine that any one or more of such provisions are in conflict with the
REIT  Provisions,  or other  applicable  federal or state laws, the  conflicting
provisions  shall be deemed never to have  constituted  a part of the  Articles,
even  without any  amendment  of the  Articles  pursuant to Article XVII hereof;
provided,  however, that such determination by the Directors shall not affect or
impair any of the  remaining  provisions  of the  Articles or render  invalid or
improper any action taken or omitted  prior to such  determination.  No Director
shall be liable for making or failing to make such a determination.
 
         15.2  If any  provision  of the  Articles  or any  application  of such
provision shall be held invalid or  unenforceable  by any federal or state court
having  jurisdiction,  such  holding  shall not in any  manner  affect or render
invalid or  unenforceable  such  provision  in any other  jurisdiction,  and the
validity of the  remaining  provisions  of the  Articles  shall not be affected.
Other  applications  of such  provision  shall be  affected  only to the  extent
necessary to comply with the determination of such court.
 
 
 
                                   ARTICLE XVI
 
                        AMENDMENT OF BYLAWS BY DIRECTORS
                        --------------------------------
 
         The Board of Directors  shall have the power, at any regular or special
meeting  of the Board of  Directors,  to make and adopt,  or to amend,  rescind,
alter or repeal,  any Bylaws of the  Corporation.  The  Bylaws may  contain  any
provision for the regulation  and  management of the affairs of the  Corporation
not inconsistent with law or the provisions of the Articles of Incorporation.
 
 
 
                                  ARTICLE XVII
 
                              AMENDMENT OF ARTICLES
                              ---------------------
   
         The Corporation  reserves the right to repeal,  alter, amend or rescind
any  provision  contained in the Articles of  Incorporation,  including  without
limitation  any amendment to change the terms or contract  rights,  as expressly
set forth in the Articles,  of any of its outstanding  stock by  classification,
reclassification  or  otherwise,  in the manner now or hereafter  prescribed  by
statute,  and all rights conferred on stockholders herein are granted subject to
this  reservation.  The affirmative  vote of a majority of the Directors   and a
majority of the  Continuing  Directors,  shall be  required to amend,  repeal or
modify any provision of the Articles. Notwithstanding the foregoing, any
    
                                      C-11
 
<PAGE>
   
amendment, repeal or other modification of the provisions of Article VI, Article
IX, Article XII,  Article XIII,  Article XIV,  Article XVI and this Article XVII
hereof shall require,  in addition to the other  applicable  requirements of the
Articles of  Incorporation  and of law,  the  affirmative  vote of holders of at
least two-thirds of the Stock then outstanding and entitled to vote generally in
the election of directors.  All other  amendments to the Articles  shall require
the  affirmative  vote of a  majority  of the  vote  entitled  to be cast on the
matter.
 
         The  provision of Section 3-602 of the MGCL, as the same may be amended
or  re-enacted,  or any  successor  provisions  thereto,  shall not apply to any
business combination (as defined in Section 3-601 of the MGCL) involving (i) the
Corporation   and  HRE  Properties,   a   Massachusetts   business  trust  ("HRE
Properties")  or (ii) the  Corporation  and any person,  who, as of December 31,
1996, is the "beneficial owner" (as such term is defined in Section 3-601 of the
MGCL) of in excess of 20% of the outstanding  shares of beneficial  interests in
HRE Properties, and who, by virtue of the merger of HRE Properties with and into
the Corporation,  will own a similar  percentage of the Corporation Common Stock
or any of such person's  affiliates or associates  (as such terms are defined in
Section 3-601 of the MGCL).
    
 
 
 
 
 
 
 
                                      C-12
 
<PAGE>
   
         IN WITNESS  WHEREOF,  the  undersigned  incorporator of HRE Properties,
Inc.  confirms  that the  organization  meeting of the Board of Directors of the
Corporation has not been held and hereby executes the foregoing Amended Articles
of  Incorporation   and  acknowledges  the  same  to  be  his  act  and  further
acknowledges that, to the best of his knowledge, the matters and facts set forth
therein are true in all material  respects  under the penalties of perjury as of
the 30th day of December, 1996.
    
 
 
                                                 /s/ J. W. Thompson Webb
                                                 -------------------------------
                                                 Name:  J. W. Thompson Webb
 
 
 
 
 
 
 
 
 


                             ARTICLES SUPPLEMENTARY
 
                                       OF
 
                         URSTADT BIDDLE PROPERTIES INC.
 
     Urstadt Biddle Properties Inc., a Maryland corporation (the "Corporation"),
certifies as follows:
 
     FIRST:  Under the authority  contained in Section 7.2 of the charter of the
Corporation,  the Board of  Directors  of the  Corporation  on March  12,  1997,
classified  150,000  shares of the  Preferred  Stock of the  Corporation  as the
"Series A Participating Preferred Shares."
 
     SECOND:  A  description  of the Series A  Participating  Preferred  Shares,
including  the  preferences,   conversion  and  other  rights,   voting  powers,
restrictions,   limitations  as  to  dividends,  qualifications  and  terms  and
conditions  of  redemption  as set or changed by the Board of  Directors  of the
Corporation is as follows:
 
     Section 1.  Designation  and  Amount.  The shares of such  series  shall be
designated as "Series A Participating  Preferred Shares" (the "Series A Shares")
and the number of shares constituting such series shall be 150,000.
 
     Section 2. Dividends and Distributions.
 
          (A)  Subject to the prior and  superior  rights of the  holders of any
     shares of any series of Preferred  Shares ranking prior and superior to the
     Series A Shares with respect to  dividends,  the holders of Series A Shares
     shall be entitled to receive, when, as and if declared by the Directors out
     of funds legally available for the purpose,  quarterly dividends payable in
     cash to holders  of record on the 15th day of March,  June,  September  and
     December  in each  year  (each  such  date  being  referred  to herein as a
     "Quarterly  Dividend  Payment  Date"),  commencing  on the first  Quarterly
     Dividend  Payment Date after the first issuance of a share or fraction of a
     share of Series A Shares,  in an amount per share  (rounded  to the nearest
     cent) equal to the greater of (a) $.25 or (b) subject to the  provision for
     adjustment set forth in Section 7 hereof, 100 times the aggregate per share
     amount of all cash dividends,  and 100 times the aggregate per share amount
     (payable in kind) of all non-cash  dividends or other  distributions  other
     than  a  dividend  payable  in  Common  Shares  or  a  subdivision  of  the
     outstanding Common Shares (by  reclassification or otherwise),  declared on
     the  common  stock of the  Corporation  (the  "Common  Shares")  since  the
     immediately  preceding  Quarterly Dividend Payment Date or, with respect to
     the first Quarterly  Dividend Payment Date, since the first issuance of any
     share or fraction of a share of Series A Shares.
 
 
                                      -A-1-
 
<PAGE>
 
 
 
 
          (B) The  Corporation  shall declare a dividend or  distribution on the
     Series A Shares as provided in paragraph  (A) of this Section 2 immediately
     after it declares a dividend or  distribution  on the Common  Shares (other
     than a dividend  payable in shares of or subdivision with respect to Common
     Shares);  provided however,  that, in the event no dividend or distribution
     shall have been declared on the Common Shares during the period between any
     Quarterly Dividend Payment Date and the next subsequent  Quarterly Dividend
     Payment  Date,  a dividend  of $.25 per share on the Series A Shares  shall
     nevertheless be payable on such subsequent Quarterly Dividend Payment Date.
 
          (C) Dividends  shall begin to accrue and be cumulative on  outstanding
     shares of Series A Shares from the  Quarterly  Dividend  Payment  Date next
     preceding  the date of issue of such shares of Series A Shares,  unless the
     date of issue of such  shares  is prior to the  record  date for the  first
     Quarterly  Dividend  Payment Date,  in which case  dividends on such shares
     shall begin to accrue from the date of issue of such shares,  or unless the
     date of issue is a Quarterly  Dividend  Payment Date or is a date after the
     record date for the  determination  of holders of shares of Series A Shares
     entitled to receive a quarterly dividend and before such Quarterly Dividend
     Payment  Date,  in either of which  events  such  dividends  shall begin to
     accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued
     but unpaid dividends shall not bear interest.  Dividends paid on the shares
     of  Series A Shares in an  amount  less  than the total  amount of all such
     dividends at the time accrued and payable on such shares shall be allocated
     pro  rata on a  share-by-share  basis  among  all such  shares  at the time
     outstanding.  The Directors may fix a record date for the  determination of
     holders  of shares of Series A Shares  entitled  to  receive  payment  of a
     dividend or distribution  declared  thereon,  which record date shall be no
     more than 60 days prior to the date fixed for the payment thereof.
 
     Section 3. Voting  Rights.  The holders of shares of Series A Shares  shall
have the following voting rights:
 
          (A) Subject to the  provision  for  adjustment  set forth in Section 7
     hereof,  each share of Series A Shares shall entitle the holder  thereof to
     100 votes on all matters  submitted  to a vote of the  stockholders  of the
     Corporation.
 
          (B)  Except  as  otherwise  provided  herein,  in the  charter  of the
     Corporation  (the  "Charter") or bylaws,  the holders of shares of Series A
     Shares and the holders of shares of Common  Shares  shall vote  together as
     one  class  on all  matters  submitted  to a vote  of  stockholders  of the
     Corporation.
 
          (C)
 
               (i) If at the time of any annual meeting of stockholders  for the
          election of Directors a default in preferred dividends (as hereinafter
          defined) shall exist, the holders of shares of Preferred Shares voting
          separately  as a class  without  regard to series  (with each share of
          Preferred Shares being entitled
 
 
                                      -A-2-
 
<PAGE>
 
 
 
          to that number of votes to which it is  entitled on matters  submitted
          to  stockholders  generally,  or, if it is not  entitled  to vote with
          respect to such matters,  to one vote),  shall have the right to elect
          two members of the Directors of the Corporation. The holders of Common
          Shares  shall  not be  entitled  to  vote in the  election  of the two
          Directors  so to be  elected  by the  holders  of shares of  Preferred
          Shares.  Any  Director  elected by the holders of shares of  Preferred
          Shares,  voting as a class as  aforesaid,  shall  continue to serve as
          such  Director  for the full term for which he shall have been elected
          notwithstanding  that  prior  to the end of  such  term a  default  in
          preferred  dividends shall cease to exist. If, prior to the end of the
          term of any Director  elected by the holders of the Preferred  Shares,
          voting  as a class as  aforesaid,  a  vacancy  in the  office  of such
          Director  shall  occur by  reason of death,  resignation,  removal  or
          disability,  or for any other cause,  such vacancy shall be filled for
          the  unexpired  term in the manner  provided in the Charter,  provided
          that,  if the Charter  provides  that such vacancy  shall be filled by
          election by the stockholders at a meeting  thereof,  the right to fill
          such  vacancy  shall be vested in the  holders  of  Preferred  Shares,
          voting as a class as aforesaid, unless in any such case, no default in
          preferred dividends shall exist at the time of such election.
 
               (ii) For the  purposes of  paragraph  (C)(i) of this Section 3, a
          default  in  preferred  dividends  shall be  deemed  to have  occurred
          whenever  the  amount  of  dividends  in  arrears  upon any  series of
          Preferred  Shares shall be equivalent to six full quarterly  dividends
          or more and, having so occurred,  such default in preferred  dividends
          shall be deemed to exist thereafter until all accrued dividends on all
          shares of Preferred  Shares then  outstanding  shall have been paid to
          the end of the  last  preceding  quarterly  dividend  period.  Nothing
          herein  contained  shall be  deemed to  prevent  an  amendment  of the
          Charter or the bylaws,  in the manner  therein  provided,  which shall
          increase the number of Directors so as to provide as additional places
          on the Board of Directors either or both the director  positions to be
          filled by the two  Directors  so to be elected  by the  holders of the
          Preferred  Shares  or to  prevent  any other  change in the  number of
          directors of the Corporation.
 
          (D) Except as set forth herein,  holders of Series A Shares shall have
     no special voting rights and their consent shall not be required (except to
     the extent they are entitled to vote with  holders of Common  Shares as set
     forth herein) for taking any corporate action.
 
     Section 4. Certain Restrictions.
 
          (A) Whenever  quarterly  dividends or other dividends or distributions
     payable on the  Series A Shares as  provided  in Section 2 are in  arrears,
     thereafter  and until all accrued and unpaid  dividends and  distributions,
     whether or not declared, on
 
 
                                      -A-3-
 
<PAGE>
 
 
 
     shares of Series A Shares  outstanding  shall  have been paid in full,  the
     Corporation shall not
 
               (i) declare or pay dividends on, make any other  distribution on,
          or redeem or  purchase or  otherwise  acquire  for  consideration  any
          shares of capital stock ranking junior (either as to dividends or upon
          liquidation, dissolution or winding up) to the Series A Shares;
 
               (ii) declare or pay dividends on or make any other  distributions
          of any  shares of  capital  stock  ranking  on a parity  (either as to
          dividends  or upon  liquidation,  dissolution  or winding up) with the
          Series A Shares,  except dividends paid ratably on the Series A Shares
          and all such  parity  shares  on which  dividends  are  payable  or in
          arrears in proportion to the total amounts to which the holders of all
          such shares are then entitled;
 
               (iii) redeem or purchase or otherwise  acquire for  consideration
          any  shares  of  capital  stock  ranking  on a  parity  (either  as to
          dividends  or upon  liquidation,  dissolution  or winding up) with the
          Series A Shares, provided that the Corporation may at any time redeem,
          purchase or otherwise  acquire such parity  shares in exchange for any
          shares of capital stock of the  Corporation  ranking junior (either as
          to dividends or upon  dissolution,  liquidation  or winding up) to the
          Series A Shares; or
 
               (iv) purchase or otherwise  acquire for  consideration any shares
          of Series A Shares, or any shares of capital stock ranking on a parity
          with the Series A Shares,  except in accordance  with a purchase offer
          made in writing or by publication  (as determined by the Directors) to
          all  holders of such shares  upon such terms as the  Directors,  after
          consideration  of the  respective  annual  dividend  rates  and  other
          relative rights and preferences of the respective  series and classes,
          shall  determine  in good  faith  will  result  in fair and  equitable
          treatment among the respective series or classes.
 
          (B) The Corporation shall not permit any subsidiary of the Corporation
     to purchase or otherwise  acquire for  consideration  any shares of capital
     stock of the Corporation  unless the Corporation could, under paragraph (A)
     of this Section 4,  purchase or otherwise  acquire such shares at such time
     and in such manner.
 
     Section 5. Liquidation, Dissolution or Winding Up.
 
          (A) Upon any  liquidation  (voluntary or  otherwise),  dissolution  or
     winding up of the Corporation, no distribution shall be made to the holders
     of shares of capital stock ranking  junior  (either as to dividends or upon
     liquidation,  dissolution  or winding  up) to the  Series A Shares  unless,
     prior thereto, the holders of shares of Series A Shares shall have received
     $100 per share plus an amount equal to accrued and unpaid
 
 
                                      -A-4-
 
<PAGE>
 
 
 
     dividends and distributions  thereon,  whether or not declared, to the date
     of such payment  (the "Series A  Liquidation  Preference").  Following  the
     payment  of the full  amount of the  Series A  Liquidation  Preference,  no
     additional distributions shall be made to the holders of shares of Series A
     Shares unless,  prior thereto, the holders of shares of Common Stock (which
     term shall include,  for the purposes only of this Section 5, any series of
     the  Corporation's  Preferred  Shares  ranking on a parity  with the Common
     Shares upon liquidation,  dissolution or winding up) shall have received an
     amount per share (the "Common  Adjustment")  equal to the quotient obtained
     by  dividing  (i) the  Series  A  Liquidation  Preference  by (ii)  100 (as
     appropriately  adjusted  as set forth in Section 7 hereof to  reflect  such
     events as share splits, share dividends and recapitalizations  with respect
     to the Common Shares; such number in clause (ii), the "Adjustment Number").
     In the event,  however,  that there are not sufficient  assets available to
     permit payment in full of the Common Adjustment, then such remaining assets
     shall be distributed ratably to the holders of Common Shares. Following the
     payment of the full amount of the Series A Liquidation  Preference  and the
     Common  Adjustment in respect of all outstanding  shares of Series A Shares
     and Common Shares, respectively,  holders of Series A Shares and holders of
     shares of Common Shares shall receive their ratable and proportionate share
     of the remaining  assets to be  distributed  in the ratio of the Adjustment
     Number to one (1) with respect to such Series A Shares and Common Stock, on
     a per share basis, respectively.
 
          (B) In the  event,  however,  that  there  are not  sufficient  assets
     available to permit payment in full of the Series A Liquidation  Preference
     and the liquidation preferences of all other series of Preferred Shares, if
     any,  which rank on a parity with the Series A Shares,  then such remaining
     assets shall be distributed ratably to the holders of such parity shares in
     proportion to their respective liquidation preferences.
 
     Section 6. Consolidation,  Merger, etc. In case the Corporation shall enter
into any  consolidation,  merger,  combination or other transaction in which the
Common Shares are exchanged for or changed into other stock or securities,  cash
and/or any other  property,  then in any such case the Series A Shares  shall at
the same time be similarly  exchanged or changed in an amount per share (subject
to the  provision  for  adjustment  set forth in Section 7 hereof)  equal to 100
times the aggregate amount of stock, securities,  cash and/or any other property
(payable in kind), as the case may be, into which or for which each Common Share
is changed or exchanged.
 
     Section 7. Certain  Adjustments.  In the event the Corporation shall at any
time declare or pay any dividend on Common Shares payable in Common  Shares,  or
effect a subdivision or combination or consolidation  of the outstanding  Common
Shares (by reclassification or otherwise than by payment of a dividend in Common
Shares) into a greater or lesser  number of shares of Common  Shares,  then,  in
each such case, the amounts set forth in Sections 2(A),  3(A), 5(A) and 6 hereof
with  respect to the multiple of (i) cash and  non-cash  dividends,  (ii) votes,
(iii) the Series A Liquidation Preference and (iv) an aggregate amount of stock,
securities, cash and/or other property referred to in Section 6 hereof, shall be
adjusted by multiplying such amount by
 
 
                                      -A-5-
 
<PAGE>
 
 
 
a fraction  the  numerator of which is the number of Common  Shares  outstanding
immediately  after  such  event and the  denominator  of which is the  number of
Common Shares that were outstanding immediately prior to such event.
 
     Section 8.  Ranking.  The Series A Shares shall rank pari passu with (or if
determined  by the  Directors  in any vote  establishing  any  other  series  of
Preferred Shares,  either senior or preferred to or junior and subordinate to as
the case may be) each other series of Preferred  Shares of the Corporation  with
respect to dividends and/or preference upon liquidation,  dissolution or winding
up.
 
     Section 9.  Redemption.  Series A Shares may be redeemed by the Corporation
at such times and on such terms as may be agreed to between the  Corporation and
the redeeming  stockholder,  subject to any limitations  which may be imposed by
law or the Charter.
 
     Section 10. Amendment. The Charter shall not be amended in any manner which
would  materially  alter or change the powers,  preferences or special rights of
the Series A Shares so as to affect them adversely  without the affirmative vote
of the  holders  of  two-thirds  or more of the  outstanding  shares of Series A
Shares, if any, voting together as a single class.
 
     Section 11. Fractional Share. Series A Shares may be issued by fractions of
a share  which  shall  entitle  the  holder,  in  proportion  to  such  holder's
fractional shares, to exercise voting rights, receive dividends,  participate in
distributions and to have the benefit of all other rights of holders of Series A
Shares.
 
     IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary
to be signed in its name and on its behalf on this  ___th day of  _____________,
1997, by its President who acknowledges  that these Articles  Supplementary  are
the act of the  Corporation  and that to the best of his knowledge,  information
and belief and under  penalties for perjury,  all matters and facts contained in
these Articles Supplementary are true in all material respects.
 
ATTEST:                                   URSTADT BIDDLE PROPERTIES INC.
 
                                            By:                           (SEAL)
- ------------------------                         ------------------------       
James R. Moore                                   Willing L. Biddle
Secretary                                        President
 
 
 
 
 
 
 
 


                             ARTICLES SUPPLEMENTARY
 
                                       OF
 
                         URSTADT BIDDLE PROPERTIES INC.
 
         Urstadt Biddle Properties Inc., a Maryland corporation (the "Company"),
hereby certifies to the State Department of Assessments and Taxation of the
State of Maryland that:
 
         FIRST: Pursuant to authority contained in Article 7 of the Charter of
the Company (the "Charter"), 400,000 shares of authorized but unissued shares of
the Company's preferred stock have been duly classified by the Board of
Directors of the Company on May 28, 2003, as authorized but unissued shares of
the Company's 8.5% Series C Senior Cumulative Preferred Stock and the Board of
Directors of the Company has set the preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications, and
terms and conditions of redemption thereof.
 
         SECOND: A description of the 8.5% Series C Senior Cumulative Preferred
Stock including the preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications, and terms and
conditions of redemption, as set by the Board of Directors of the Company is as
follows:
 
              1. Designation and Number. A series of preferred stock, designated
the 8.5% Series C Senior Cumulative Preferred Stock, par value $.01 per share
(the "Series C Preferred Stock"), is hereby established. The number of shares
constituting the Series C Preferred Stock shall be 400,000.
 
              2. Defined Terms. The terms defined in this Section, whenever used
herein, shall, unless the context otherwise requires, have the respective
meanings hereinafter specified:
 
         "Calculation Period" means, as of any date of determination, the period
comprised of the two most recently completed fiscal quarters of the Company
immediately preceding the fiscal quarter of the Company in which such date of
determination occurs.
 
         "Capitalization Ratio" means, as of any date of determination, the
ratio obtained by dividing (i) the sum of (A) the aggregate amount of Debt of
the Company and (B) the aggregate amount of Preferred Stock of the Company by
(ii) the sum of (A) the aggregate amount of Debt of the Company, (B) the
aggregate amount of Preferred Stock of the Company, (C) the aggregate amount of
capital (including additional paid in capital) which in accordance with
generally accepted accounting principles would be reflected on a balance sheet
of the Company in connection with the Common Stock of the Company as of the end
of the quarter immediately preceding the fiscal quarter of the Company in which
such date of determination occurs and (D) accumulated depreciation of the
Company as set forth on the Company's balance sheet as of the end of the quarter
immediately preceding the fiscal quarter of the Company in which such date of
determination occurs.
 
 
<PAGE>
 
         "Capitalized Lease Obligations" of a person means any obligation that
is required to be classified and accounted for as a capital lease on the face of
a balance sheet of such person prepared in accordance with generally accepted
accounting principles; the amount of such obligation shall be the capitalized
amount thereof determined in accordance with generally accepted accounting
principles; and the Stated Maturity thereof shall be the date of the last
payment of rent or any other amount due under such lease.
 
         "Change of Control" means either (i) the occurrence of any merger or
other acquisition with or by any person, entity or group as a consequence of
which a majority of the outstanding shares of Common Stock of the Company shall
be owned or acquired by such person, entity or group or (ii) the occurrence of
any event or transaction as a consequence of which the persons, entities or
organizations set forth in (A), (B) and (C), below, shall, in the aggregate,
cease to own, beneficially or of record, or cease to control the voting or
disposition or the power to direct the voting or disposition of, at least 75% of
the number of shares of Common Stock of the Company which the persons, entities
or organizations set forth in (A), (B) or (C), below, in the aggregate, own,
beneficially or of record, or control the voting or disposition or have the
power to direct the voting or disposition of, as of the date hereof (excluding,
for the avoidance of doubt, any stock options or other stock rights which any
such person, entity or organization may now own or hereafter acquire for
purposes of this definition): (A) Charles J. Urstadt; (B) any Immediate Relative
of Charles J. Urstadt (defined as his spouse, any of his children or any of
their spouses, or any of his grandchildren or any of their spouses); or (C) any
trust, corporation, partnership, limited liability company or other entity or
organization controlled by Charles J. Urstadt or any Immediate Relative of
Charles J. Urstadt or in which Charles J. Urstadt or any Immediate Relative of
Charles J. Urstadt has any economic, beneficial or other interest.
 
         "Common Stock" means the common stock, par value $.01 per share, of the
Company, any stock into which such common stock shall have been changed or any
stock resulting from any capital reorganization or reclassification of such
common stock, the Class A common stock, par value $.01 per share, of the
Company, any stock into which such Class A common stock shall have been changed
or any stock resulting from any capital reorganization or reclassification of
such Class A common stock, and all other stock of any class or classes (however
designated) of the Company the holders of which have the right, without
limitation as to amount, either to all or to a share of the balance of current
dividends and liquidating dividends after the payment of dividends and
distributions of any shares entitled to preference.
 
         "De Minimis Series B Preferred Stock" means up to 100 shares of Series
B Preferred Stock to be issued at the sole discretion of the Company subsequent
to the original issuance of the Series B Preferred Stock pursuant to the consent
of the holders of the Series B Preferred Stock contained in the Series B
Subscription Agreement.
 
         "Debt" of the Company or any subsidiary means any indebtedness of the
Company or any subsidiary, whether or not contingent, in respect of (i) borrowed
money or evidenced by bonds, notes, debentures or similar instruments, (ii)
indebtedness secured by any mortgage, pledge, lien, charge, encumbrance or any
security interest existing on property owned by the Company or any subsidiary,
(iii) reimbursement obligations, contingent or otherwise, in connection with
letters of credit or amounts representing the balance deferred and unpaid of the
 
                                       2
<PAGE>
 
purchase price of any property except any such balance that constitutes an
accrued expense or trade payable or (iv) any lease of property by the Company or
any subsidiary as lessee which is reflected on the Company's consolidated
balance sheet as a capitalized lease in accordance with generally accepted
accounting principles, in the case of items of indebtedness under (i) through
(iii) above to the extent that any such items (other than reimbursement
obligations in connection with letters of credit) would appear as a liability on
the Company's consolidated balance sheet in accordance with generally accepted
accounting principles, and also includes, to the extent not otherwise included,
any obligation by the Company or any subsidiary to be liable for, or to pay, as
obligor, guarantor or otherwise (other than for purposes of collection in the
ordinary course of business), indebtedness of another person (other than the
Company or any subsidiary) (it being understood that Debt will be deemed to be
incurred by the Company or any subsidiary whenever the Company or such
subsidiary shall create, assume, guarantee or otherwise become liable in respect
thereof).
 
         "Discount Rate" means, as of any date of determination, the yield to
maturity implied by (i) the yields reported, as of 10:00 A.M. (New York City
time) on the second business day preceding such date of determination on the
display designated as "Page 678" on the Telerate Access Service (or such other
display as may replace Page 678 on Telerate Access Service) for actively traded
U.S. Treasury securities having a 30-year maturity as of such date of
determination, or (ii) if such yields are not reported as of such time or the
yields reported as of such time are not ascertainable, the Treasury Constant
Maturity Series Yields reported, for the latest day for which such yields have
been so reported as of the second business day preceding the date of
determination in Federal Reserve Statistical Release H.15 (519) (or any
comparable successor publication) for actively traded U.S. Treasury securities
having a 30-year constant maturity as of such date of determination.
 
         "Fixed Charge Coverage Ratio" means, as of any date of determination,
the ratio obtained by dividing (i) the sum of (A) Interest Expense for the
Calculation Period and Preferred Dividends for the Calculation Period and (B)
Funds From Operations for the Calculation Period by (ii) the sum of (A) Interest
Expense for the Calculation Period and (B) Preferred Dividends for the
Calculation Period; provided, however, that (x) if the Company has issued any
Debt or Preferred Stock since the beginning of the Calculation Period that
remains outstanding or (y) if the transactions giving rise to the need to
calculate the Fixed Charge Coverage Ratio is an issuance of Debt or Preferred
Stock, or both (x) and (y), Interest Expense and Preferred Dividends for the
Calculation Period shall be calculated after giving effect on a pro forma basis
to such Debt or Preferred Stock as if such Debt or Preferred Stock had been
issued on the first day of the Calculation Period and the discharge of any other
Debt or Preferred Stock refinanced, refunded, exchanged or otherwise discharged
with the proceeds of such new Debt or Preferred Stock as if any such discharge
had occurred on the first day of the Calculation Period.
 
         "Funds From Operations" means, with respect to any fiscal quarter, the
net income of the Company, computed in accordance with generally accepted
accounting principles, for that quarter excluding gains or losses from sales of
properties, plus depreciation, amortization and after adjustments for
unconsolidated joint ventures.
 
                                       3
<PAGE>
 
         "Interest Expense" means, for any period, the total interest expense of
the Company, including (i) interest expense attributable to capital leases, (ii)
amortization of debt discount and debt issuance cost, (iii) capitalized
interest, (iv) non-cash interest payments and (v) interest actually paid by the
Company under any guarantee of Debt or other obligation of any other person.
 
         "Lien" means any mortgage, pledge, security interest, conditional sale
or other title retention agreement or other similar lien.
 
         "Make-Whole Price" means, for any share of Series C Preferred Stock as
of any date of determination, the sum of (i) the present value as of such date
of determination of all remaining scheduled dividend payments of such share of
Series C Preferred Stock until the Tenth Anniversary Date, discounted by the
Discount Rate, (ii) the Liquidation Preference (as defined in Section 6) and
(iii) all accrued and unpaid dividends thereon to such date of determination.
 
         "Preferred Dividends" means, for any period, dividends accrued during
such period in respect of all Preferred Stock held by persons other than the
Company.
 
         "Preferred Stock" means, as applied to the capital stock of the
Company, capital stock of any class or classes (however designated) which is
preferred as to the payment of dividends, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such
corporation, over shares of stock of any other class of the Company.
 
         "Regulated Person" means any bank holding company, subsidiary of a bank
holding company or other person or entity that is subject to the Bank Holding
Company Act of 1956, as amended from time to time.
 
         "Senior Obligation" means any (i) Debt other than accounts payable
incurred in the ordinary course of the Company's business and (ii) any equity
securities of the Company which rank senior to the Series C Preferred Stock with
respect to the payment of dividends or the distribution of assets upon
liquidation, dissolution or winding up of the Company.
 
         "Series B Preferred Stock" means the 8.99% Series B Senior Cumulative
Preferred Stock, par value $.01 per share, of the Company.
 
         "Series B Subscription Agreement" means that certain Subscription
Agreement, by and among the Company and certain holders of the Series B
Preferred Stock, dated as of January 8, 1998, as the same may be amended,
modified or supplemented from time to time in accordance with the provisions
thereof.
 
         "Stated Maturity" means, with respect to any security, the date
specified in such security as the fixed date on which the principal of such
security is due and payable, including pursuant to any mandatory redemption
provision (but excluding any provision providing for the repurchase of such
security at the option of the holder thereof upon the happening of any
contingency).
 
         "Tenth Anniversary Date" means, the date which is the tenth anniversary
of the first date of issuance of any shares of Series C Preferred Stock.
 
                                       4
<PAGE>
 
              3. Maturity. The Series C Preferred Stock has no stated maturity
and will not be subject to any sinking fund or mandatory redemption.
 
              4. Rank. The Series C Preferred Stock will, with respect to
dividend rights and rights upon liquidation, dissolution or winding up of the
Company, rank (i) senior to all classes or series of Common Stock of the
Company, and to all equity securities issued by the Company ranking junior to
the Series C Preferred Stock with respect to dividend rights or rights upon
liquidation, dissolution or winding up of the Company, (ii) on a parity with the
Series B Preferred Stock, and with all other equity securities issued by the
Company the terms of which specifically provide that such equity securities rank
on a parity with the Series B and Series C Preferred Stock with respect to
dividend rights or other rights upon liquidation, dissolution or winding up of
the Company, and (iii) junior to all existing and future indebtedness of the
Company. Without the affirmative vote or consent of at least two-thirds of the
outstanding shares of Series C Preferred Stock, the Company may not issue any
equity securities which rank senior to the Series C Preferred Stock with respect
to dividend rights or rights upon liquidation, dissolution or winding up of the
Company. The term "equity securities" does not include convertible debt
securities, which will rank senior to the Series C Preferred Stock prior to
conversion.
 
              5. Dividends.
 
              (a) Holders of shares of the Series C Preferred Stock are entitled
to receive, when and as declared by the Board of Directors, out of funds legally
available for the payment of dividends, preferential cumulative cash dividends
at the rate of 8.5% per annum of the Liquidation Preference (the "Initial
Dividend Yield"); provided, however, that if the Company should violate the
Fixed Charge Coverage Ratio Covenant (as defined in Section 10) or the
Capitalization Ratio Covenant (as defined in Section 10), and fails to cure such
violation on or prior to the second succeeding dividend payment date, the
Initial Dividend Yield shall be increased to 200 basis points over the Initial
Dividend Yield (the "First Default Dividend Yield") as of such second succeeding
dividend payment date. If the Company remains in violation of either the Fixed
Charge Ratio Covenant or the Capitalization Ratio Covenant on four consecutive
dividend payment dates subsequent to the initial violation of either such
covenant, the Initial Dividend Yield shall increase to the greater of (i) the
Discount Rate plus 700 basis points or (ii) 15% (the "Second Default Dividend
Yield") as of such fourth consecutive dividend payment date. The First Default
Dividend Yield and the Second Default Dividend Yield will revert back to the
Initial Dividend Yield if the Company remains in compliance with the Fixed
Charge Coverage Ratio Covenant and the Capitalization Ratio Covenant (in each
case measured at the end of the then most recently completed fiscal quarter) on
two consecutive dividend payment dates after such First Default Dividend Yield
or Second Default Dividend Yield takes effect.
 
              (b) Dividends on the Series C Preferred Stock shall be cumulative
from the date of original issue and shall be payable in arrears for each
quarterly period ending January 31, April 30, July 31 and October 31 on January
31, April 30, July 31 and October 31, respectively, of each year, or, if any
such date shall not be a business day, the next succeeding business day (each, a
"Dividend Payment Date"). The first dividend will be payable on July 31, 2003
with respect to the period commencing on the date of issue and ending July 31,
2003 and will be for
 
                                       5
<PAGE>
 
less than a full quarterly period. Any dividend payable on the Series C
Preferred Stock will be computed on the basis of a 360-day year consisting of
twelve 30-day months. Dividends will be payable to holders of record as they
appear in the stock records of the Company at the close of business on the
applicable record date determined each quarter by the Board of Directors, as
provided by the Maryland General Corporation Law (the "MGCL") (each, a "Dividend
Record Date").
 
              (c) No dividends on shares of Series C Preferred Stock shall be
declared by the Board of Directors 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 or payment shall be
restricted or prohibited by law.
 
              (d) Notwithstanding the foregoing, dividends on outstanding shares
of the Series C Preferred Stock will accrue whether or not the Company has
earnings, whether or not there are funds legally available for the payment of
such dividends and whether or not such dividends are declared. Accrued but
unpaid dividends on shares of the Series C Preferred Stock will not bear
interest and holders of shares of the Series C Preferred Stock will not be
entitled to any distributions in excess of full cumulative distributions
described above. Except as set forth in the next sentence, no dividends will be
declared or paid or set apart for payment on any capital stock of the Company
ranking, as to dividends, on a parity with or junior to the Series C Preferred
Stock (other than a dividend in shares of the Company's Common Stock or in
shares of any other class of stock ranking junior to the Series C Preferred
Stock as to dividends and upon liquidation) for any period unless full
cumulative dividends have been or contemporaneously are declared and paid or
declared and a sum sufficient for the payment thereof is set apart for such
payment on outstanding shares of the Series C Preferred Stock for all past
dividend periods and the then current dividend period. When dividends are not
paid in full (or a sum sufficient for such full payment is not so set apart)
upon the Series C Preferred Stock and the shares of any other series of
preferred stock ranking on a parity as to dividends with the Series C Preferred
Stock, all dividends declared upon the Series C Preferred Stock and any other
series of preferred stock ranking on a parity as to dividends with the Series C
Preferred Stock shall be declared pro rata so that the amount of dividends
declared per share of Series C 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 C Preferred Stock and such other
series of preferred stock (which shall not include any in respect of unpaid
dividends for prior dividend periods if such preferred stock does not have a
cumulative dividend) bear to each other.
 
              (e) Except as provided in the immediately preceding paragraph (d),
unless full cumulative dividends on outstanding shares of the Series C 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 other shares of capital stock ranking junior to the
Series C 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 other capital stock of the Company ranking
junior to or on a parity with
 
                                       6
<PAGE>
 
the Series C Preferred Stock as to dividends or upon liquidation, nor shall any
shares of Common Stock, or any other shares of capital stock of the Company
ranking junior to or on a parity with the Series C 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 Company (except by conversion into
or exchange for other capital stock of the Company ranking junior to the Series
C Preferred Stock as to dividends and upon liquidation or redemption for the
purpose of preserving the Company's qualification as a real estate investment
trust (a "REIT") under the Internal Revenue Code of 1986, as amended (the
"Code")). Holders of shares of the Series C 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 C Preferred Stock as provided above.
Any dividend payment made on shares of the Series C Preferred Stock shall first
be credited against the earliest accrued but unpaid dividend due with respect to
such shares which remains payable. So long as no dividends are in arrears, the
Company shall be entitled at any time and from time to time to repurchase shares
of Series C Preferred Stock in open-market transactions duly authorized by the
Board of Directors and effected in compliance with applicable laws.
 
              6. Liquidation Preference.
 
              (a) Upon any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Company, the holders of shares of Series C
Preferred Stock are entitled to be paid out of the assets of the Company legally
available for distribution to its stockholders a liquidation preference of $100
per share (the "Liquidation Preference"), plus an amount equal to any accrued
and unpaid dividends to the date of payment, but without interest, before any
distribution of assets is made to holders of Common Stock or any other class or
series of capital stock of the Company that ranks junior to the Series C
Preferred Stock as to liquidation rights, but the holders of the shares of
Series C Preferred Stock will not be entitled to receive the Liquidation
Preference, plus any accrued and unpaid dividends, of such shares until the
liquidation preference of any other series or class of the Company's capital
stock hereafter issued which ranks senior as to liquidation rights to the Series
C Preferred Stock has been paid in full. The holders of Series C Preferred Stock
and all series or classes of the Company's capital stock which rank on a parity
as to liquidation rights with the Series C Preferred Stock are entitled to share
ratably, in accordance with the respective preferential amounts payable on such
capital stock, in any distribution (after payment of the liquidation preference
of any capital stock of the Company that ranks senior to the Series C Preferred
Stock as to liquidation rights) which is not sufficient to pay in full the
aggregate of the amounts payable thereon. Holders of Series C Preferred Stock
will be entitled to written notice of any event triggering the right to receive
such Liquidation Preference. After payment of the full amount of the Liquidation
Preference, plus any accrued and unpaid dividends to which they are entitled,
the holders of Series C Preferred Stock will have no right or claim to any of
the remaining assets of the Company. The consolidation or merger of the Company
with or into any other corporation, trust or entity or of any other corporation
with or into the Company, or the sale, lease or conveyance of all or
substantially all of the property or business of the Company, shall not be
deemed to constitute a liquidation, dissolution or winding up of the Company.
 
                                       7
<PAGE>
 
              (b) In determining whether a distribution to holders of Series C
Preferred Stock (other than upon voluntary or involuntary liquidation) by
dividend, redemption or other acquisition of shares of stock of the Company or
otherwise is permitted under the MGCL, no effect shall be given to amounts that
would be needed, if the Company were to be dissolved at the time of the
distribution, to satisfy the preferential rights upon distribution of holders of
shares of stock of the Company whose preferential rights upon dissolution are
superior to those receiving the distribution.
 
              7. Redemption.
 
              (a) Subject to a redemption of shares of Series C Preferred Stock
which shall be converted to Excess Stock (as defined in Section 12 of the
Charter) pursuant to the Charter and a Change of Control, the Series C Preferred
Stock is not redeemable prior to the Tenth Anniversary Date. However, in order
to ensure that the Company will continue to meet the requirements for
qualification as a REIT under the Code, the Company will have the right to
purchase from the holder of shares of Series C Preferred Stock at any time any
shares of Series C Preferred Stock in excess of 7.5% of the value of the
outstanding capital stock of the Company. On and after the Tenth Anniversary
Date, the Company, at its option, upon not less than 30 nor more than 60 days'
written notice, may redeem shares of the Series C Preferred Stock, in whole or
in part, at any time or from time to time, for cash at a redemption price of
$100 per share, plus all accrued and unpaid dividends thereon to the date fixed
for redemption (subject to Section 7(d) and except with respect to shares of
Series C Preferred Stock which shall have been converted into shares of Excess
Stock pursuant to the Charter), without interest. Holders of Series C Preferred
Stock which is to be redeemed shall surrender such Series C Preferred Stock at
the place designated in such notice and shall be entitled to the redemption
price and any accrued and unpaid dividends payable upon such redemption
following such surrender. If notice of redemption of any shares of Series C
Preferred Stock has been given and if the funds necessary for such redemption
have been set aside by the Company in trust for the benefit of the holders of
any shares of Series C Preferred Stock so called for redemption, then from and
after the redemption date dividends will cease to accrue on such shares of
Series C Preferred Stock, such shares of Series C 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. If less than all of
the outstanding shares of Series C Preferred Stock is to be redeemed, the Series
C 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 Company.
 
              (b) Unless full cumulative dividends on all shares of Series C
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 C Preferred Stock shall be redeemed unless all outstanding shares of
Series C Preferred Stock are simultaneously redeemed and the Company shall not
purchase or otherwise acquire directly or indirectly any shares of Series C
Preferred Stock (except by exchange for capital stock of the Company ranking
junior to the Series C Preferred Stock as to dividends and upon liquidation);
provided, however, that the foregoing shall not prevent the purchase by the
Company of Excess Stock in order to ensure that the Company
 
                                       8
<PAGE>
 
continues to meet the requirements for qualification as a REIT or any purchase
or exchange offer made on the same terms to holders of all outstanding shares of
Series C Preferred Stock. So long as no dividends are in arrears, the Company
shall be entitled at any time and from time to time to repurchase shares of
Series C Preferred Stock in open-market transactions duly authorized by the
Board of Directors and effected in compliance with applicable laws.
 
              (c) Notice of redemption will be 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. A similar notice will be mailed by
the Company, 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
C Preferred Stock to be redeemed at their respective addresses as they appear on
the stock transfer records of the Company. 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 C Preferred Stock except
as to the holder to whom notice was defective or not given. Each notice shall
state: (i) the redemption date; (ii) the redemption price; (iii) the number of
shares of Series C Preferred Stock to be redeemed; (iv) the place or places
where the Series C Preferred Stock is to be surrendered for payment of the
redemption price; and (v) that dividends on the shares to be redeemed will cease
to accrue on such redemption date. If less than all of the Series C 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 C Preferred Stock held by such
holder to be redeemed.
 
              (d) Immediately prior to any redemption of Series C Preferred
Stock, the Company shall pay, in cash, any accumulated and unpaid dividends
through 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 C 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.
 
              8. Change of Control.
 
              (a) In the event of a Change of Control of the Company, each
holder of shares of Series C Preferred Stock shall have the right, at such
holder's option, to require the Company to repurchase all or any part of such
holder's Series C Preferred Stock for cash at a repurchase price of $100 per
share, plus all accrued and unpaid dividends thereon, if any, up to the date
fixed for repurchase (except with respect to shares of Series C Preferred Stock
which shall have been converted into shares of Excess Stock pursuant to the
Charter), without interest, pursuant to the procedures described below (the
"Change of Control Put Option"), subject to the MGCL.
 
 
              (b) In connection with any Change of Control, the Company will be
required to mail to each holder of shares of Series C Preferred Stock, not later
than the date of the occurrence of such Change of Control, a notice of such
occurrence (the "Change of Control Notice"), which shall specify the purchase
price and the purchase date, which shall be no fewer than 30 business days and
no more than 40 business days from the date such notice is mailed (the
 
                                       9
<PAGE>
 
"Put Option Payment Date"), and describe the procedure that must be followed by
such holder to tender such holder's shares of Series C Preferred Stock. The
Company will be required to deliver a copy of the Change of Control Notice to
each record and known beneficial holder of shares of Series C Preferred Stock as
of the date that is 15 days prior to the date such Change of Control Notice is
mailed. To exercise the Change of Control Put Option, a holder of shares of
Series C Preferred Stock must deliver, on or before the third business day
preceding the Put Option Payment Date, written notice to the Company (or to a
paying agent designated by the Company for such purpose) of such holder's
exercise of the Change of Control Put Option, indicating the number of shares of
Series C Preferred Stock to be repurchased by the Company. Holders of shares of
Series C Preferred Stock will be entitled to withdraw, in whole or in part, any
tender of shares of Series C Preferred Stock pursuant to an exercise of the
Change of Control Put Option by delivering to the Company (or to a paying agent
designated by the Company for such purpose), on or before the second business
day preceding the Put Option Payment Date, a telegram, telex, facsimile
transmission or letter setting forth the name of the holder, the number of
shares of Series C Preferred Stock initially to be delivered for purchase, and a
statement that such holder is withdrawing its exercise of the Change of Control
Put Option as to all or part of such tendered shares of Series C Preferred
Stock.
 
              (c) In the event of a Change of Control of the Company, the
Company shall have the right, at the Company's option, to redeem all or any part
of the shares of each holder of Series C Preferred Stock at (i) prior to the
Tenth Anniversary Date, the Make-Whole Price as of the date fixed for redemption
(except with respect to shares of Series C Preferred Stock which shall have been
converted into shares of Excess Stock pursuant to the Charter) and (ii) on or
subsequent to the Tenth Anniversary Date, the redemption price of $100 per
share, plus all accrued and unpaid dividends thereon, if any, without interest,
up to the date fixed for redemption (except with respect to shares of Series C
Preferred Stock which shall have been converted into shares of Excess Stock
pursuant to the Charter), in each case pursuant to the procedures applicable to
other redemptions of shares of Series C Preferred Stock.
 
              9. Voting Rights.
 
              (a) Holders of the Series C Preferred Stock will not have any
voting rights, except as set forth below.
 
 
              (b) Whenever dividends on any shares of Series C Preferred Stock
shall be in arrears for three or more quarterly periods within any five year
period, whether or not such quarterly periods are consecutive (a "Preferred
Dividend Default"), the number of directors then constituting the Board of
Directors shall be increased by two (if not already increased by reason of a
similar arrearage with respect to any Parity Preferred (as hereinafter
defined)), and the holders of such shares of Series C Preferred Stock (subject
to certain restrictions in case of any Regulated Person) will be entitled to
vote separately as a class with all other series of preferred stock ranking on a
parity with the Series C Preferred Stock as to dividends or upon liquidation and
upon which like voting rights have been conferred and are exercisable,
including, in that instance, the Series B Preferred Stock ("Parity Preferred"),
in order to fill the vacancies thereby created, for the election of a total of
two additional directors of the Company (the "Preferred Stock Directors") at a
special meeting called by the Company at the request of holders of record
 
                                       10
<PAGE>
 
of at least 20% of the Series C Preferred Stock or the holders of record of at
least 20% of any series of Parity Preferred so in arrears (unless such request
is received less than 90 days before the date fixed for the next annual 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 C Preferred Stock and Parity Preferred 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. In
the event the directors of the Company are divided into classes, each such
vacancy shall be apportioned among the classes of directors to prevent stacking
in any one class and to insure that the number of directors in each of the
classes of directors, are as nearly equal as possible. Each Preferred Stock
Director, as a qualification for election as such (and regardless of how
elected) shall submit to the Board of Directors of the Company a duly executed,
valid, binding and enforceable letter of resignation from the Board of
Directors, to be effective upon the date upon which all dividends accumulated on
such shares of Series C Preferred Stock and Parity Preferred 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, whereupon the terms of office of all persons elected as
Preferred Stock Directors by the holders of the Series C Preferred Stock and any
Parity Preferred shall, upon the effectiveness of their respective letters of
resignation, forthwith terminate, and the number of directors then constituting
the Board of Directors shall be reduced accordingly. A quorum for any meeting
shall exist if at least a majority of the outstanding shares of Series C
Preferred Stock and shares of Parity Preferred upon which like voting rights
have been conferred and are exercisable are represented in person or by proxy at
such meetings. Such Preferred Stock Directors shall be elected upon the
affirmative vote of a plurality of the shares of Series C Preferred Stock and
such Parity Preferred present and voting in person or by proxy at a duly called
and held meeting at which a quorum is present. If and when all accumulated
dividends and the dividend for the then current dividend period on the Series C
Preferred Stock shall have been paid in full or declared and set aside for
payment in full, the holders thereof shall be divested of the foregoing voting
rights (subject to revesting in the event of each and every Preferred Dividend
Default). Any Preferred Stock Director may be removed at any time with or
without cause by, and shall not be removed otherwise than by the vote of, the
holders of record of a majority of the outstanding shares of the Series C
Preferred Stock when they have the voting rights described above (voting
separately as a class with all series of 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 C Preferred Stock when they have
the voting rights described above (voting separately as a class with all 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 properly coming before the Board of Directors.
 
              (c) So long as any shares of Series C Preferred Stock remain
outstanding, the Company will not, without the affirmative vote or consent of
the holders of at least two-thirds of the shares of the Series C Preferred Stock
outstanding at the time, given in person or by proxy, either in writing or at a
meeting (voting separately as a class):
 
                                       11
<PAGE>
 
              (i)   voluntarily terminate the status of the company as a REIT;
 
              (ii)  amend, alter or repeal the provisions of the Charter or
                    these Articles Supplementary, whether by merger,
                    consolidation or otherwise (an "Event"), so as to materially
                    and adversely affect any preferences, conversion and other
                    rights, voting powers, restrictions, limitations as to
                    dividends, qualifications, and terms and conditions of
                    redemption of the Series C Preferred Stock or the holders
                    thereof; provided, however, that without the affirmative
                    vote or consent of each holder of shares of the Series C
                    Preferred Stock outstanding at the time, no amendment,
                    alteration or repeal of the provisions of the Charter or of
                    these Articles Supplementary may be made that will (w)
                    reduce the number of shares of the Series C Preferred Stock
                    required to consent to an amendment, alteration or repeal of
                    the Charter or these Articles Supplementary pursuant to this
                    Section 9(c)(ii), (x) reduce the Initial Dividend Yield or
                    the Liquidation Preference or change the method of
                    calculation of the First Default Dividend Yield, the Second
                    Default Dividend Yield, or the Make-Whole Price, (y) change
                    the payment date for payment of dividends with respect to
                    the Series C Preferred Stock or change the period with
                    respect to which such dividends are paid, or (z) alter or
                    modify the rights of any holder of Series C Preferred Stock
                    pursuant to Section 8 of these Articles Supplementary. With
                    respect to the occurrence of any Event set forth above, so
                    long as the Series C Preferred Stock (or any equivalent
                    class or series of stock issued by the surviving corporation
                    in any merger or consolidation to which the Company became a
                    party) remains outstanding with the terms thereof materially
                    unchanged, the occurrence of any such Event shall not be
                    deemed to materially and adversely affect any preferences,
                    conversion and other rights, voting powers, restrictions,
                    limitations as to dividends, qualifications, and terms and
                    conditions of redemption of holders of the Series C
                    Preferred Stock. 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 the authorized shares of such series, in each case
                    ranking on a parity with, or junior to the Series C
                    Preferred Stock with respect to payment of dividends or the
                    distribution of assets upon liquidation, dissolution or
                    winding up, or the issuance of additional shares of Series C
                    Preferred Stock or De Minimis Series B Preferred Stock shall
                    not be deemed to materially and adversely affect any
                    preferences, conversion and other rights, voting power,
                    restrictions, limitations as to dividends, qualifications,
                    and terms and conditions of redemption; or
 
              (iii) enter into or undertake any Senior Obligations at any time
                    during which the Company is in violation of the Fixed Charge
                    Coverage Ratio Covenant or the Capitalization Ratio
                    Covenant.
 
 
 
                                       12
<PAGE>
 
              (d) So long as any shares of Series C Preferred Stock remain
outstanding and any holder of the Series C Preferred Stock as of the date of its
issuance continues to hold, beneficially or of record, at least 75% of the
number of shares of Series C Preferred Stock which such holder owns,
beneficially or of record, as of such date, the Company will not, without the
affirmative vote or consent of the holders of at least 85% of the shares of the
Series C Preferred Stock outstanding at the time, given in person or by proxy,
either in writing or at a meeting (voting separately as a class), amend Section
10 of these Articles Supplementary.
 
              (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 C 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.
 
              (f) Notwithstanding Section 9(b), any and all shares of Series C
Preferred Stock owned by a Regulated Person which exceed 4.9% (the "Excess
Regulated Person Shares") of the total issued and outstanding shares of Series C
Preferred Stock shall not be entitled to vote for the election of Preferred
Stock Directors (and shall not be counted for purposes of determining the
percentage of holders of Series C Preferred Stock necessary to call the special
meeting described in Section 9(b) or whether a quorum is present at such a
meeting or for any other analogous purpose described in Section 9(b)) so long as
such Excess Regulated Person Shares are owned by a Regulated Person.
 
              (g) Except as expressly stated in these Articles Supplementary,
the Series C Preferred Stock will not have any relative, participating, optional
or other special voting rights and powers, and the consent of the holders
thereof shall not be required for the taking of any corporate action, including
but not limited to, any merger or consolidation involving the Company, or a sale
of all or substantially all of the assets of the Company, or the liquidation or
dissolution of the Company, irrespective of the effect that such merger,
consolidation, sale, liquidation or dissolution may have upon the rights,
preferences or voting power of the holders of the Series C Preferred Stock.
 
              10. Covenants.
 
              (a) The Company agrees that so long as any share of Series C
Preferred Stock shall remain outstanding:
 
                   (i) The Company shall not permit the Fixed Charge Coverage
         Ratio to be less than 1.30 (the "Fixed Charge Coverage Ratio Covenant")
         or the Capitalization Ratio to exceed 0.55 (the "Capitalization Ratio
         Covenant") measured, in each case, at the end of each fiscal quarter.
 
                   (ii) The Company shall not enter into or undertake any Senior
         Obligation which results in a violation of the Fixed Charge Coverage
         Ratio Covenant or the Capitalization Ratio Covenant, compliance with
         such covenants being determined (A) in the case of the Fixed Charge
         Coverage Ratio Covenant, after giving effect on a pro
 
                                       13
<PAGE>
 
         forma basis to any such Senior Obligation as if such Senior Obligation
         had been issued on the first day of the Calculation Period and (B) in
         the case of the Capitalization Ratio Covenant, as of the end of the
         fiscal quarter of the Company immediately preceding the fiscal quarter
         of the Company in which such Senior Obligation is issued and
         undertaken, after giving effect on a pro forma basis to any such Senior
         Obligation as if such Senior Obligation had been issued on the first
         day of such immediately preceding quarter.
 
              (b) The covenants set forth in Section 10(a) are for the exclusive
benefit of the holders of the Series C Preferred Stock and may be waived by such
percentage of the shares of Series C Preferred Stock outstanding at the time as
may be required to amend such covenants pursuant to Section 9(d) (or, if Section
9(d) is no longer in effect, pursuant to Section 9(c)), without the consent,
approval or vote of any other class of stock of the Company.
 
              11. Conversion. The Series C Preferred Stock is not convertible
into or exchangeable for any other securities or property of the Company.
 
         THIRD: The classification of authorized but unissued shares as set
forth in these Articles Supplementary does not increase the authorized capital
of the Company or the aggregate par value thereof.
 
         FOURTH: These Articles Supplementary have been approved by the majority
of the Board of Directors of the Company in the manner prescribed by the MGCL.
 
         IN WITNESS WHEREOF, the undersigned, the President of the Company
Acknowledges these 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 acknowledges that to the best of his knowledge, information and
belief, these matters and facts set forth herein are true in all material
respects and that this statement is made under the penalties for perjury.
 
         These Articles Supplementary have been executed under seal in the name
of the Company and on its behalf by its President and attested to by its
Secretary on this 29th day of May, 2003.
 
ATTEST                                       URSTADT BIDDLE PROPERTIES INC.
 
 
 
/s/ Thomas D. Myers                          By /s/ Willing L. Biddle
--------------------------------                --------------------------------
Thomas D. Myers                                 Willing L. Biddle
Secretary                                       President
 
 
 
 
 
 


                             ARTICLES SUPPLEMENTARY
 
                                       OF
 
                         URSTADT BIDDLE PROPERTIES INC.
 
     Urstadt Biddle Properties Inc., a Maryland corporation (the "Company"),
hereby certifies to the State Department of Assessments and Taxation of the
State of Maryland that:
 
     FIRST: Under the authority set forth in Article VII of the charter of the
Company, the Board of Directors of the Company on April 29, 2005, classified
850,000 additional unissued shares of the Company's preferred stock, par value
$0.01 per share, as "7.5% Series D Senior Cumulative Preferred Stock." As a
result, the aggregate number of authorized shares of 7.5% Series D Senior
Cumulative Preferred Stock (the "Series D Preferred Stock") is increased from
1,150,000 to 2,000,000.
 
     SECOND: The additional 850,000 shares of the Series D Preferred Stock shall
be subject in all respects to the terms and conditions of the Company's charter
and shall have the preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications, and terms and
conditions of redemption that are applicable to the existing shares of the
Series D Preferred Stock as set forth in the Articles Supplementary of the
Company accepted for record by the State Department of Assessments and Taxation
of the State of Maryland on April 8, 2005.
 
     THIRD: The classification of authorized but unissued shares as set forth in
these Articles Supplementary does not increase the authorized capital of the
Company or the aggregate par value thereof.
 
     FOURTH: These Articles Supplementary have been approved by a majority of
the Board of Directors of the Company in the manner prescribed by the Maryland
General Corporation Law.
 
     IN WITNESS WHEREOF, the undersigned President of the Company acknowledges
these 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
acknowledges that to the best of his knowledge, information and belief, these
matters and facts set forth herein are true in all material respects and that
this statement is made under the penalties for perjury.
 
     These Articles Supplementary have been executed under seal in the name of
the Company and on its behalf by its President and attested to by its Assistant
Secretary on this 29th day of April, 2005.
 
ATTEST:                                           URSTADT BIDDLE PROPERTIES INC.
 
 
 
/s/Thomas D. Myers                                By: /s/ Willing L. Biddle
------------------------------                        --------------------------
Thomas D. Myers                                       Willing L. Biddle
Secretary                                             President

 

 

 

 

 

 

 

 

 

                             ARTICLES SUPPLEMENTARY

 

                                       OF

 

                         URSTADT BIDDLE PROPERTIES INC.

 

     Urstadt Biddle Properties Inc., a Maryland corporation (the "Company"),

hereby certifies to the State Department of Assessments and Taxation of the

State of Maryland that:

 

     FIRST: Under the authority set forth in Article VII of the charter of the

Company, the Board of Directors of the Company on June 1, 2005 classified

450,000 additional unissued shares of the Company's preferred stock, par value

$0.01 per share, as "7.5% Series D Senior Cumulative Preferred Stock." As a

result, the aggregate number of authorized shares of 7.5% Series D Senior

Cumulative Preferred Stock (the "Series D Preferred Stock") is increased from

2,000,000 to 2,450,000.

 

     SECOND: The additional 450,000 shares of the Series D Preferred Stock shall

be subject in all respects to the terms and conditions of the Company's charter

and shall have the preferences, conversion and other rights, voting powers,

restrictions, limitations as to dividends, qualifications, and terms and

conditions of redemption that are applicable to the existing shares of the

Series D Preferred Stock as set forth in the Articles Supplementary of the

Company accepted for record by the State Department of Assessments and Taxation

of the State of Maryland on April 8, 2005.

 

     THIRD: The classification of authorized but unissued shares as set forth in

these Articles Supplementary does not increase the authorized capital of the

Company or the aggregate par value thereof.

 

     FOURTH: These Articles Supplementary have been approved by a majority of

the Board of Directors of the Company in the manner prescribed by the Maryland

General Corporation Law.

 

     IN WITNESS WHEREOF, the undersigned President of the Company acknowledges

these 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

acknowledges that to the best of his knowledge, information and belief, these

matters and facts set forth herein are true in all material respects and that

this statement is made under the penalties for perjury.

 

     These Articles Supplementary have been executed under seal in the name of

the Company and on its behalf by its President and attested to by its Secretary

on this 3rd day of June, 2005.

 

ATTEST:                                         URSTADT BIDDLE PROPERTIES INC.

 

 

/s/ Thomas D. Myers                              By: /s/ Willing L. Biddle

---------------------------                         ---------------------

Thomas D. Myers                                     Willing L. Biddle

Secretary                                           President

 

 

 

 

 

 

ARTICLES SUPPLEMENTARY

OF

URSTADT BIDDLE PROPERTIES INC.

8.50% SERIES E SENIOR CUMULATIVE PREFERRED STOCK

 

Urstadt Biddle Properties Inc., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and Taxation of  of Maryland that:

 

SECTION I:  Pursuant to authority contained in Article VII of the charter of the Company (the “Charter”), 2,400,000 shares of authorized but unissued shares of the Company’s preferred stock have been duly classified by the Board of Directors of the Company (the “Board of Directors”) on March 6, 2008, as authorized but unissued shares of the Company’s 8.50% Series E Senior Cumulative Preferred Stock and the Board of Directors has set the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption thereof.

 

SECTION II:  A description of the 8.50% Series E Senior Cumulative Preferred Stock including the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption, as set by the Board of Directors is as follows:

 

1. Designation and Number.  A series of preferred stock, designated the 8.50% Series E Senior Cumulative Preferred Stock (the “Series E Preferred Stock”), is hereby established.  The number of shares constituting the Series E Preferred Stock shall be 2,400,000.

 

2. Defined Terms.  The terms defined in this Section, whenever used herein, shall, unless the context otherwise requires, have the respective meanings hereinafter specified:

 

                      “Board of Directors” shall have the meaning set forth in Section I.

 

                      “Calculation Period” means, as of any date of determination, the period comprised of the two most recently completed fiscal quarters of the Company immediately preceding the fiscal quarter of the Company in which such date of determination occurs.

 

              “Called Shares” shall have the meaning set forth in Section II.8(c).

 

             “Capitalization Ratio” means, as of any date of determination, the ratio obtained by dividing (i) the sum of (A) the aggregate amount of Debt of the Company and (B) the aggregate amount of Preferred Stock of the Company by (ii) the sum of (A) the aggregate amount of Debt of the Company, (B) the aggregate amount of Preferred Stock of the Company, (C) the aggregate amount of capital (including surplus) which in accordance with GAAP would be reflected on a balance sheet of the Company in connection with the Common Stock of the Company as of the end of the quarter immediately preceding the fiscal quarter of the Company in which such date of determination occurs and (D) accumulated depreciation of the Company as set forth on the Company’s balance sheet as of the end of the quarter immediately preceding the fiscal quarter of the Company in which such date of determination occurs.

 

                      “Capitalization Ratio Covenant” has the meaning set forth in Section II.10(a)(i).

 

 

 

 

1


 

 

 

Capitalized Lease Obligations” of a person means any obligation that is required to be classified and accounted for as a capital lease on the face of a balance sheet of such person prepared in accordance with GAAP; the amount of such obligation shall be the capitalized amount thereof determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease.

 

 “Change of Control” means the occurrence of any one of the following events:

 

                      (a)     any individual, entity or group, including any “person” within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, other than Exempted Persons, acquires beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act of 20% or more of the Voting Power of the Company’s Voting Stock and thereafter individuals who were not on the board of directors of the Company on March 13, 2008 are elected as board members pursuant to an arrangement or understanding with, or upon the request of or nomination by, such Person(s) and constitute at least two of the members of such board of directors of the Company; or

 

                      (b)     there occurs any solicitation of proxies by or on behalf of any Person other than the directors of the Company or an Exempted Person and thereafter individuals who were not directors of the Company prior to the commencement of such solicitation are elected as directors of the Company pursuant to an arrangement or understanding with, or upon the request of or nomination by, such Person and constitute at least a majority of the members of such board of directors of the Company; or

 

                      (c)     the acquisition (whether by purchase, merger, consolidation, exchange or otherwise) by any individual, entity or group, including any “person” within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, other than Exempted Persons, of beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act, of a majority or more of the combined Voting Power of the Company’s Voting Stock.

 

Change of Control Call Option” shall have the meaning set forth in Section II.8(b).

 

Change of Control Notice” shall have the meaning set forth in Section II.8(c).

 

Change of Control Date” shall have the meaning set forth in Section II.8(c).

 

Change of Control Put Option” shall have the meaning set forth in Section II.8(a).

 

Charter” shall have the meaning set forth in Section I.

 

Code” shall have the meaning set forth in Section II.5(e).

 

Common Stock” means (i) the common stock, par value $.01 per share, of the Company, any stock into which such common stock shall have been changed or any stock resulting from any capital reorganization or reclassification of such common stock, (ii) the Class

 

 

 

2


 

 

A common stock, par value $.01 per share, of the Company, any stock into which such Class A common stock shall have been changed or any stock resulting from any capital reorganization or reclassification of such Class A common stock, and (iii) all other stock of any class or classes (however designated) of the Company the holders of which have the right, without limitation as to amount, either to all or to a share of the balance of current dividends and liquidating dividends after the payment of dividends and distributions of any shares entitled to preference.

 

                      “Company” shall have the meaning set forth in the first paragraph of these Articles Supplementary.

 

Debt” of any person means, without duplication:

 

(i)           the principal of and premium (if any) in respect of (A) indebtedness of such person for money borrowed and (B) other indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such person is responsible or liable;

 

(ii)           all Capitalized Lease Obligations of such person;

 

(iii)           all obligations of such person issued or assumed as the deferred purchase price of property, all conditional sale obligations of such person and all obligations of such person under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business);

 

(iv)           all obligations of such person for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction (other than obligations with respect to letters of credit securing obligations (other than obligations described in (i) through (iii) above) entered into in the ordinary course of business of such person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the third business day following receipt by such person of a demand for reimbursement following payment on the letter of credit);

 

(v)           the amount of all obligations of such person with respect to the redemption, repayment or other repurchase of any redeemable stock (but excluding any accrued dividends);

 

(vi)           all obligations of the type referred to in clauses (i) through (v) of other persons and all dividends of other persons for the payment of which, in either case, such person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any agreement that has the economic effect of a guarantee; and

 

(vii)           all obligations of the type referred to in clauses (i) through (vi) of any other person secured by any Lien on any property or asset of such person (whether or not such obligation is assumed by such person), the amount of such obligation being deemed to be the lesser of the value of such property or assets and the amount of the obligation so secured.

 

Demand Registration” shall have the meaning set forth in Section 2.1 of the Registration Rights Agreement.

 

 

 

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Discount Rate” means, as of any date of determination, the yield to maturity implied by (i) the yields reported, as of 10:00 A.M. (New York City time) on the second business day preceding such date of determination on the display designated as “Page 7051” on the Telerate Access Service (or such other display as may replace Page 7051 on the Telerate Access Service) for actively traded U.S. Treasury securities having a thirty (30) year maturity as of such date of determination, or (ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable, the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second business day preceding the date of determination in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for actively traded U.S. Treasury securities having a thirty (30) year constant maturity as of such date of determination.

 

                                “Dividend Payment Date” shall have the meaning set forth in Section II.5(b).

 

                                “Dividend Record Date” shall have the meaning set forth in Section II.5(b).

 

                                “Dividend Yield” shall have the meaning set forth in Section II.5(a).

 

Exempted Person” means: (i) Charles J. Urstadt; (ii) any Urstadt Family Member (as hereinafter defined); (iii) any executor, administrator, trustee or personal representative who succeeds to the estate of Charles J. Urstadt or an Urstadt Family Member as a result of the death of such individual, acting in their capacity as an executor, administrator, trustee or personal representative with respect to any such estate; (iv) a trustee, guardian or custodian holding property for the primary benefit of Charles J. Urstadt or an Urstadt Family Member; (v) any corporation, partnership, limited liability company or other business organization that is directly or indirectly controlled by one or more persons or entities described in clauses (i) through (iv) hereof and is not controlled by any other person or entity; and (vi) any charitable foundation, trust or other not-for-profit organization for which one or more persons or entities described in clauses (i) through (v) hereof controls the investment and voting decisions in respect of any interest in the Company held by such organization.   For sake of clarity with respect to clause (v) above, “control” includes the power to control the investment and voting decisions of any such corporation, partnership, limited liability company or other business organization.

 

For purposes of this definition, the term “Urstadt Family Member” shall mean and include the spouse of Charles J. Urstadt, the descendants of the parents of Charles J. Urstadt, the descendants of the parents of the spouse of Charles J. Urstadt, the spouses of any such descendant and the descendants of the parents of any spouse of a child of Charles J. Urstadt.  For this purpose, an individual’s “spouse” includes the widow or widower of such individual, and an individual’s “descendants” includes biological descendants and persons deriving their status as descendants by adoption.

 

Event” shall have the meaning set forth in Section II.9(c)(ii).

 

Fifth Anniversary Date” means the date which is the fifth anniversary of the date of issuance of the Series E Preferred Stock.

 

                      “First Default Dividend Yield” shall have the meaning set forth in Section II.5(a).

 

 

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                      “Fixed Charge Coverage Ratio” means, as of any date of determination, the ratio obtained by dividing (i) the sum of (A) Interest Expense for the Calculation Period, (B) Preferred Dividends for the Calculation Period and (C) Funds From Operations for the Calculation Period by (ii) the sum of (A) Interest Expense for the Calculation Period and (B) Preferred Dividends for the Calculation Period; provided, however, that (x) if the Company has issued any Debt or Preferred Stock since the beginning of the Calculation Period that remains outstanding or (y) if the transaction giving rise to the need to calculate the Fixed Charge Coverage Ratio is an issuance of Debt or Preferred Stock, or both (x) and (y), Interest Expense and Preferred Dividends for the Calculation Period shall be calculated after giving effect on a pro forma basis to such Debt or Preferred Stock as if such Debt or Preferred Stock had been issued on the first day of the Calculation Period and the discharge of any other Debt or Preferred Stock refinanced, refunded, exchanged or otherwise discharged with the proceeds of such new Debt or Preferred Stock as if any such discharge had occurred on the first day of the Calculation Period.

 

                      “Fixed Charge Coverage Ratio Covenant” has the meaning set forth in Section II.10(a)(i).

 

                      “Funds From Operations” means net income available to Common Stock (computed in accordance with generally accepted accounting principles), excluding gains (or losses) from sales of property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures.  Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect funds from operations on the same basis.  Funds From Operations shall be determined in accordance with the April 2002 White Paper on Funds From Operations approved by the Board of Governors of the National Association of Real Estate Investment Trusts, as in effect on the date of issuance of the Series E Preferred Stock.

 

                      “GAAP” means generally accepted accounting principles (in the United States) set forth in the opinions and pronouncements of the Accounting Principles Board, the American Institute of Certified Public Accountants and the Financial Accounting Standards Board or in such other statements by such other entity as may be in general use by significant segments of the accounting profession as in effect from time to time.

 

                      “Initial Dividend Yield” shall have the meaning set forth in Section II.5(a).

 

                      “Interest Expense” means, for any period, the total interest expense of the Company, including (i) interest expense attributable to capital leases, (ii) amortization of debt discount and debt issuance cost, (iii) capitalized interest, (iv) non-cash interest payments, (v) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing, (vi) net costs under hedging obligations (including amortization of fees), and (vii) interest actually paid by the Company under any guarantee of Debt or other obligation of any other person.

 

                      “Investment Agreement” means that certain Investment Agreement, dated as of March 13, 2008, by and between the Company and WFC Holdings Corporation, a Delaware corporation, as the same may be amended, modified or supplemented form time to time in accordance with the provisions thereof.

 

 

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                      “Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, conditional sale agreement, deposit arrangement, security interest, encumbrance, lien, preference, priority, title retention or other security agreement or preferential arrangement (including, without limitation, any negative pledge arrangement, restrictive covenant on real property and any agreement to provide equal and ratable security) of any kind or nature whatsoever in respect of any property of a Person intended to assure payment of any Debt.

 

                      “Liquidation Preference” shall have the meaning set forth in Section II.6.

 

                      “Make-Whole Price” means, for any share of Series E Preferred Stock as of any date of determination, the sum of (i) the present value as of such date of determination of all remaining scheduled dividend payments of such share of Series E Preferred Stock until the Fifth Anniversary Date, discounted by the Discount Rate, (ii) the Liquidation Preference and (iii) all accrued and unpaid dividends thereon to such date of redemption.

 

                      “MGCL” shall have the meaning set forth in Section II.5(b).

 

                      “NOI” means for any property and for a given period, the sum of the following (without duplication): (a) rents and other revenues received or accrued in the ordinary course from such property (excluding prepaid rents and revenues and security deposits except to the extent applied in satisfaction of tenants' obligations for rent) minus (b) all expenses paid or accrued related to the ownership, operation or maintenance of such property, including but not limited to taxes, assessments and the like, insurance, utilities, payroll costs, maintenance, repair and landscaping expenses, marketing expenses, and general and administrative expenses (including an appropriate allocation for legal, accounting, advertising, marketing and other expenses incurred in connection with such property, but specifically excluding general overhead expenses of the Company which shall include general legal expenses not related to any particular property) minus (c) the Reserve for Replacements for such property as of the end of such period minus (d) the greater of (i) the actual property management fee paid during such period and (ii) an imputed management fee in the amount of three percent (3.0%) of the base rent revenues for such property for such period.

 

                      “Parity Preferred” shall have the meaning set forth in Section II.9(b).

 

                      “Person” means any natural person, corporation, limited partnership, limited liability company, general partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organization, whether or not a legal entity, or any governmental authority.

 

                      “Preferred Dividend Default” shall have the meaning set forth in Section II.9(b).

 

                      “Preferred Dividends” means, for any period, dividends accrued during such period in respect of all Preferred Stock held by persons other than the Company.

 

 

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                      “Preferred Stock” means, as applied to the capital stock of the Company, capital stock of any class or classes (however designated) which is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such corporation, over shares of capital stock of any other class of the Company.


                      “Preferred Stock Director” shall have the meaning set forth in Section II.9(b).

 

                      “Put Shares” shall have the meaning set forth in Section II.8(d).

 

                      “Redemption Price” shall have the meaning set forth in Section II.7(a).

 

                      “Registration Rights Agreement” means that certain Registration Rights Agreement, dated as of March 13, 2008, among the Company and the investors identified therein.

 

                      “REIT” shall have the meaning set forth in Section II.5(e).

 

                      “Reserve for Replacements” means, with respect to a property, an amount equaling $0.10 per square foot per annum for all retail, office and industrial properties and $300 per unit for all apartment properties.

 

                      “Second Default Dividend Yield” shall have the meaning set forth in Section II.5(a).

 

                      “Securities Act” means the Securities Act of 1933, as amended.

 

                      “Senior Obligations” means any (i) Debt other than accounts payable incurred in the ordinary course of the Company’s business and (ii) equity securities of the Company which rank senior to the Series E Preferred Stock with respect to the payment of dividends or the distribution of assets upon liquidation, dissolution or winding up of the Company.

 

                      “Series C Preferred Stock” means the 8.5% Series C Senior Cumulative Preferred Stock, par value $.01 per share, of the Company.

 

                      “Series D Preferred Stock” means the 7.5% Series D Senior Cumulative Preferred Stock, par value $.01 per share, of the Company.

 

                      “Series E Preferred Stock” shall have the meaning set forth in Section II.1.

 

                      “Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency).

 

                      “Unencumbered Assets” means real estate assets of the Company which are (i) wholly-owned by the Company, (ii) at least 80% leased at the time of any determination,

 

 

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measured as a percentage of gross leasable area and excluding from such measurement any gross leasable area undergoing redevelopment, and (iii) not encumbered by any Lien.

 

                      “Unencumbered Asset Test” has the meaning set forth in Section II.10(a)(ii).

 

                      “Unencumbered Asset Value” means, as of the date of determination, the sum of: (A) the NOI generated by the Unencumbered Assets as of the last day of the three-fiscal month period most recently ended times four (4) divided by 8.00%, plus (B) the acquisition cost of Unencumbered Assets not owned for the entire three-fiscal month period most recently ended.

 

                      “Voting Power” means, with respect to shares of Voting Stock, the percentage obtained by dividing the number of votes represented by such shares of Voting Stock by the number of votes represented by all shares of Voting Stock.

 

                      “Voting Stock” means, with respect to the Company, any class or classes of capital stock entitling any holder thereof to vote generally in the election of members of the Board of Directors, excluding any class of capital stock having voting power by reason of any contingency, including default.

 

3. Maturity.  The Series E Preferred Stock has no stated maturity and will not be subject to any sinking fund or mandatory redemption.

 

4. Rank.  The Series E Preferred Stock will, with respect to dividend rights and rights upon liquidation, dissolution or winding up of the Company, rank (i) senior to all classes or series of Common Stock of the Company, and to all equity securities issued by the Company, the terms of which specifically provide that such equity securities rank junior to the Series E Preferred Stock with respect to dividend rights or rights upon liquidation, dissolution or winding up of the Company, (ii) on a parity with the Series C Preferred Stock, the Series D Preferred Stock and all other equity securities issued by the Company, the terms of which specifically provide that such equity securities rank on a parity with the Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock with respect to dividend rights or rights upon liquidation, dissolution or winding up of the Company, and (iii) junior to all existing and future indebtedness of the Company.  Without the affirmative vote or consent of one hundred percent (100%) of the outstanding shares of Common Stock, the Company may not authorize or issue any additional shares of Series E Preferred Stock.  Without the affirmative vote or consent of holders of at least two-thirds of the outstanding shares of the Series E Preferred Stock, the Company may not issue any equity securities which rank senior to the Series E Preferred Stock with respect to dividend rights or rights upon liquidation, dissolution or winding up of the Company.  The term “equity securities” does not include convertible debt securities, which will rank senior to the Series E Preferred Stock prior to conversion.

 

5. Dividends.

 

(a) Holders of shares of the Series E Preferred Stock are entitled to receive, when and as authorized by the Board of Directors and declared by the Company, out of funds legally available for the payment of dividends, preferential cumulative cash dividends at the rate (any such rate determined in accordance with this Section 5(a), the “Dividend Yield”) of 8.50%

 

 

 

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 per annum of the Liquidation Preference (the “Initial Dividend Yield”); providedhowever, that (i) if the Company should violate the Fixed Charge Coverage Ratio Covenant (as defined in Section 10), the Capitalization Ratio Covenant (as defined in Section 10), or the Unencumbered Asset Test (as defined in Section 10) and fail to cure such violation on or prior to the second succeeding Dividend Payment Date after the date of any such violation, or (ii) if the Company fails to have declared effective and maintain the effectiveness of the Demand Registration within the respective periods required under the Registration Rights Agreement, the Dividend Yield shall be increased to 200 basis points over the Initial Dividend Yield (the “First Default Dividend Yield”) as of such second succeeding Dividend Payment Date after the date of such violation or failure.  If the Company remains in violation of the Fixed Charge Ratio Covenant, the Capitalization Ratio Covenant or the Unencumbered Asset Test on four consecutive Dividend Payment Dates subsequent to the initial violation of any such covenant, the Dividend Yield shall increase to the greater of (i) the Discount Rate plus 700 basis points or (ii) 15% (the “Second Default Dividend Yield”) as of such fourth consecutive Dividend Payment Date.  The Dividend Yield on the Series E Preferred Stock will revert back to the Initial Dividend Yield if (i) the Company remains in compliance with the Fixed Charge Coverage Ratio Covenant, the Capitalization Ratio Covenant, and the Unencumbered Asset Test on two consecutive Dividend Payment Dates after such First Default Dividend Yield or Second Default Dividend Yield takes effect or (ii) the Company has declared effective and maintains the effectiveness of the Demand Registration if the First Default Dividend Yield is due to the Company’s failure to have declared effective and maintain the effectiveness of the Demand Registration within the respective periods required under the Registration Agreement.

 

(b) Dividends on the Series E Preferred Stock shall be cumulative from the date of original issue and shall be payable in arrears for each quarterly period ended January 31, April 30, July 31 and October 31 on January 31, April 30, July 31 and October 31, respectively, of each year, or, if any such date shall not be a business day, the next succeeding business day (each, a “Dividend Payment Date”).  The first dividend will be payable on April 30, 2008, with respect to the period commencing on the date of first issue and ending April 30, 2008, and will be for less than a full quarterly period.  Any quarterly dividend payable on the Series E Preferred Stock for any partial dividend period will be computed on the basis of a 360-day year consisting of twelve 30-day months.  Dividends will be payable to holders of record as they appear in the stock records of the Company at the close of business on the applicable record date determined each quarter by the Board of Directors, in accordance with the Maryland General Corporation Law (the “MGCL”) (each, a “Dividend Record Date”).

 

(c) No dividends on shares of Series E Preferred Stock shall be authorized by the Board of Directors or declared or paid or set aside 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 authorization, declaration, payment or setting apart for payment or provides that such authorization, declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such authorization, declaration, payment or setting apart for payment shall be restricted or prohibited by law.

 

(d) Notwithstanding the foregoing, dividends on outstanding shares of the Series E Preferred Stock will accrue whether or not the Company has earnings, whether or not there are funds legally available for the payment of such dividends and whether or not such

 

 

 

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dividends are authorized or declared.  Accrued but unpaid dividends on the Series E Preferred Stock will not bear interest and holders of the shares of the Series E Preferred Stock will not be entitled to any distributions in excess of full cumulative distributions described above.  Except as set forth in the next sentence, no dividends will be authorized, declared and paid or authorized, declared and set aside for payment on any capital stock of the Company, including any other series of Preferred Stock ranking, as to dividends, on a parity with or junior to the Series E Preferred Stock, (other than a dividend in shares of the Company’s Common Stock or in shares of any other class of stock ranking junior to the Series E Preferred Stock as to dividends and upon liquidation) for any period unless full cumulative dividends relating to all past dividend periods and the then current dividend period have been or contemporaneously are authorized, declared and paid or authorized and declared and a sum sufficient for the payment of such dividends relating to all past dividend periods and the then current dividend period is irrevocably set aside by the Company for the benefit of holders of outstanding shares of Series E Preferred Stock.  When cumulative dividends are not paid in full (or a sum sufficient for such full payment is not so set aside by the Company) upon the Series E Preferred Stock and the shares of any other series of Preferred Stock ranking on a parity as to dividends with the Series E Preferred Stock, all dividends declared upon the Series E Preferred Stock and any other series of Preferred Stock ranking on a parity as to dividends with the Series E Preferred Stock shall be declared and paid pro rata so that the amount of dividends declared and paid per share of Series E 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 E 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.

 

(e) Except as provided in the immediately preceding paragraph (d), unless full cumulative dividends on the Series E Preferred Stock have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is irrevocably set aside for payment for all past dividend periods and the then current dividend period, no dividends (other than in shares of Common Stock or other shares of capital stock ranking junior to the Series E Preferred Stock as to dividends and upon liquidation) shall be declared and paid or declared and set aside for payment nor shall any other distribution be declared or made upon the Common Stock, or any other capital stock of the Company ranking junior to or on a parity with the Series E Preferred Stock as to dividends or upon liquidation, nor shall any shares of Common Stock, or any other shares of capital stock of the Company ranking junior to or on a parity with the Series E 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 Company (except (i) by conversion into or exchange for other capital stock of the Company ranking junior to the Series E Preferred Stock as to dividends and upon liquidation or (ii) any redemption that is necessary to preserve the Company’s qualification as a real estate investment trust (a “REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”)).  Holders of shares of the Series E 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 E Preferred Stock as provided above.  Any dividend payment made on shares of the Series E Preferred Stock shall first be credited against the earliest accrued but unpaid dividend due with respect to such shares which remains payable.

 

 

 

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6. Liquidation Preference.

 

(a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, the holders of shares of Series E Preferred Stock are entitled to be paid out of the assets of the Company legally available for distribution to its stockholders a liquidation preference of $25 per share (the “Liquidation Preference”), plus an amount equal to any accrued and unpaid dividends to the date of payment (whether or not declared), but without interest, before any distribution of assets is made to holders of Common Stock or any other class or series of capital stock of the Company that ranks junior to the Series E Preferred Stock as to liquidation rights, but the holders of the shares of Series E Preferred Stock will not be entitled to receive the Liquidation Preference, plus any accrued and unpaid dividends, of such shares until the liquidation preference of any other series or class of the Company’s capital stock hereafter issued which ranks senior as to liquidation rights to the Series E Preferred Stock has been paid in full.  The holders of Series E Preferred Stock and all series or classes of the Company’s capital stock hereafter issued which rank on a parity as to liquidation rights with the Series E Preferred Stock are entitled to share ratably, in accordance with the respective preferential amounts payable on such capital stock, in any distribution (after payment of the liquidation preference of any capital stock of the Company that ranks senior to the Series E Preferred Stock as to liquidation rights) which is not sufficient to pay in full the aggregate of the amounts payable thereon.  The Company shall deliver written notice of any event triggering the right to receive such Liquidation Preference to each holder of Series E Preferred Stock within ten (10) days of the occurrence of such event.  After payment of the full amount of the Liquidation Preference, plus any accrued and unpaid dividends to which they are entitled, the holders of Series E Preferred Stock will have no right or claim to any of the remaining assets of the Company.  The consolidation or merger of the Company with or into any other corporation, trust or entity or of any other corporation with or into the Company, or the sale, lease or conveyance of all or substantially all of the property or business of the Company, shall not be deemed to constitute a liquidation, dissolution or winding up of the Company.

 

(b) In determining whether a distribution to holders of Series E Preferred Stock (other than upon voluntary or involuntary liquidation) by dividend, redemption or other acquisition of shares of stock of the Company or otherwise is permitted under the MGCL, no effect shall be given to amounts that would be needed, if the Company were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of shares of stock of the Company whose preferential rights upon dissolution are superior to those receiving the distribution.

 

7. Redemption.

 

(a) Prior to the Fifth Anniversary Date, the Company may, at its option, upon not less than thirty (30) nor more than sixty (60) days’ written notice, redeem from the holders of shares of Series E Preferred Stock any or all outstanding shares of Series E Preferred Stock at the Make-Whole Price as of the date fixed for redemption.  On and after the Fifth Anniversary Date, the Company, may, at its option, upon not less than thirty (30) nor more than sixty (60) days’ written notice, redeem from the holders of shares of Series E Preferred Stock any or all outstanding shares of Series E Preferred Stock, at a redemption price of $25 per share (the “Redemption Price”) plus all accrued and unpaid dividends on the shares redeemed to the date of

 

 

 

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redemption, without interest.  Holders of Series E Preferred Stock which is to be redeemed shall surrender such Series E Preferred Stock at the place designated in such notice and the Company shall pay the Redemption Price plus all accrued and unpaid dividends on the shares redeemed to the date of redemption, without interest, or Make-Whole Price, as the case may be, upon such redemption promptly following such surrender.  If notice of redemption of any shares of Series E Preferred Stock has been given and if the funds necessary for such redemption have been irrevocably set aside by the Company for the benefit of the holders of any shares of Series E Preferred Stock so called for redemption, then from and after the date the shares of Series E Preferred Stock are actually redeemed or such funds are so set aside dividends will cease to accrue on such shares of Series E Preferred Stock, such shares of Series E 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 plus all accrued and unpaid dividends on the shares redeemed to the date of redemption, without interest, or the Make-Whole Price, as applicable.  If less than all of the outstanding shares of Series E Preferred Stock are to be redeemed, the Series E 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 Company.

 

(b) Unless full cumulative dividends on all shares of Series E Preferred Stock shall have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof has been irrevocably set aside by the Company for payment for all accrued dividends on the Series E Preferred Stock, no shares of Series E Preferred Stock shall be redeemed unless all outstanding shares of Series E Preferred Stock are simultaneously redeemed and the Company shall not purchase or otherwise acquire directly or indirectly any shares of Series E Preferred Stock (except by exchange for capital stock of the Company ranking junior to the Series E Preferred Stock as to dividends and upon liquidation); provided, however, that the foregoing shall not prevent a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series E Preferred Stock.  So long as no dividends on the Series E Preferred Stock are in arrears, the Company shall be entitled at any time and from time to time to repurchase shares of Series E Preferred Stock in open-market transactions duly authorized by the Board of Directors and effected in compliance with applicable laws.

 

(c) Notice of redemption will be given by press release issued by the Company not less than thirty (30) nor more than sixty (60) days prior to the redemption date.  A notice of redemption will also be mailed by the Company, 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 E Preferred Stock to be redeemed at their respective addresses as they appear on the stock transfer records of the Company.  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 E Preferred Stock except as to the holder to whom notice was defective or not given.  Each notice shall state:  (i) the redemption date; (ii) the Redemption Price plus the amount of all accrued and unpaid dividends on the shares redeemed to the date of redemption, without interest, or the Make-Whole Price, as applicable; (iii) the number of shares of Series E Preferred Stock to be redeemed; (iv) the place or places where the Series E Preferred Stock is to be surrendered for payment of the Redemption Price or the Make-Whole Price, as applicable; and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date.  If less than all of the Series E Preferred Stock held by any holder is to be

 

 

 

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redeemed, the notice mailed to such holder shall also specify the number of shares of Series E Preferred Stock held by such holder to be redeemed.

 

(d) Immediately prior to any redemption of Series E Preferred Stock, the Company shall pay, in cash, any accumulated and unpaid dividends on all outstanding shares of Series E Preferred Stock through 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 E 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.

 

8. Change of Control.

 

(a) If a Change of Control of the Company occurs, each holder of shares of Series E Preferred Stock shall have the right, at such holder’s option, to require the Company to redeem all or any part of such holder’s shares of Series E Preferred Stock for cash at the Redemption Price plus all accrued and unpaid dividends on the shares redeemed to the date of redemption, without interest, pursuant to the procedures described below (the “Change of Control Put Option”), subject to the MGCL.

 

(b) If a Change of Control of the Company occurs, the Company shall have the right, at the Company’s option, to redeem all or any part of the outstanding shares of Series E Preferred Stock for cash at (i) prior to the Fifth Anniversary Date, the Make-Whole Price as of the Change of Control Date and (ii) on or subsequent to the Fifth Anniversary Date, the Redemption Price plus all accrued and unpaid dividends on the shares redeemed to the date of redemption, without interest, pursuant to the procedures described below (the “Change of Control Call Option”), subject to the MGCL.

 

(c) In connection with any Change of Control, the Company will be required to deliver to each holder of shares of Series E Preferred Stock, no fewer than twenty (20) days prior to the date the Change of Control is consummated (the “Change of Control Date”), written notice of the Change of Control (the “Change of Control Notice”), which Change of Control Notice shall include:

 

(i) a reasonably detailed description of the material terms of the transaction giving rise to the Change of Control;

 

(ii) the anticipated closing date of the Change of Control;

 

(iii) a statement as to whether or not the Company elects to exercise the Change of Control Call Option in connection with the Change of Control;

 

(iv) if the Company elects to exercise the Change of Control Call Option, the number of shares of Series E Preferred Stock to be redeemed by the Company pursuant to such exercise (the “Called Shares”),provided, that, if less than all of the outstanding shares of Series E Preferred Stock are to be redeemed, the Called Shares shall be redeemed from the holders of Series E Preferred Stock pro rata (as nearly as may

 

 

 

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be practicable without creating fractional shares) or by any other equitable method determined by the Company; and

 

(v) if the Company does not elect to exercise the Change of Control Call Option for the redemption of one hundred percent (100%) of the outstanding shares of Series E Preferred Stock in connection with the Change of Control, a statement that informs the holders of shares of Series E Preferred Stock of their rights under the Change of Control Put Option.

 

(d) If the Company does not elect to exercise the Change of Control Call Option for the redemption of one hundred percent (100%) of the outstanding shares of Series E Preferred Stock pursuant to any Change of Control Notice delivered to the holders of the Series E Preferred Stock pursuant to Section II.8(c), any such holder may deliver to the Company, not later than the date that is five days prior to the anticipated Change of Control Date designated in the Change of Control Notice, written notice of such holder’s exercise of the Change of Control Put Option, indicating the number of shares of Series E Preferred Stock to be redeemed by the Company (the “Put Shares”).  For the avoidance of doubt, the number of Put Shares that any holder of Series E Preferred Stock may elect to include in any exercise of the Change of Control Put Option may be equal to all or any part of such holder’s remaining shares of Series E Preferred Stock after the exercise of the Change of Control Call Option by the Company.

 

(e) If either (i) the Company elects to exercise the Change of Control Call Option or (ii) any holder of shares of Series E Preferred Stock elects to exercise the Change of Control Put Option, the Company shall pay the applicable amount set forth in Section II.8(a) or (b) to each holder of Called Shares or Put Shares, as applicable, upon the Change of Control Date.  Payment shall be made to each holder at its address as it appears on the books and records of the Company or pursuant to such other payment instructions as are provided by such holder to the Company not later than three (3) business days prior to the Change of Control Date.

 

9. Voting Rights.

 

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

 

(b) Whenever dividends on any shares of Series E Preferred Stock shall be in arrears for three (3) or more quarterly periods, whether or not such quarterly periods are consecutive (a “Preferred Dividend Default”), the number of directors then constituting the Board of Directors shall be increased by two (if not already increased by reason of a similar arrearage with respect to any Parity Preferred), and the holders of such shares of Series E Preferred Stock will be entitled to vote separately as a class with all other series of preferred stock ranking on a parity with the Series E Preferred Stock as to dividends or upon liquidation and upon which like voting rights have been conferred and are exercisable (“Parity Preferred”), in order to fill the vacancies thereby created, for the election of a total of two additional directors of the Company (the “Preferred Stock Directors”) at a special meeting called by the Company at the request of holders of record of at least 20% of the outstanding shares of Series E Preferred Stock or the holders of record of at least 20% of the outstanding shares of any series of Parity Preferred so in arrears (unless such request is received less than ninety (90) days before the date

 

 

 

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 fixed for the next annual 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 E Preferred Stock and Parity Preferred for the past dividend periods and the dividends on such shares of Series E Preferred Stock and Parity Preferred 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.  In the event the directors of the Company are divided into classes, each such vacancy shall be apportioned among the classes of directors to prevent stacking in any one class and to insure that the number of directors in each of the classes of directors is as nearly equal as possible.  Each Preferred Stock Director, as a qualification for election as such (and regardless of how elected) shall submit to the Board of Directors a duly executed, valid, binding and enforceable letter of resignation from the Board of Directors, to be effective upon the date upon which all dividends accumulated on such shares of Series E Preferred Stock and Parity Preferred for the past dividend periods and the dividends on such shares of Series E Preferred Stock and Parity Preferred 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, whereupon the terms of office of all persons elected as Preferred Stock Directors by the holders of the Series E Preferred Stock and any Parity Preferred shall, upon the effectiveness of their respective letters of resignation, forthwith terminate, and the number of directors then constituting the Board of Directors shall be reduced accordingly.  A quorum for any meeting shall exist if at least a majority of the outstanding shares of Series E Preferred Stock and shares of Parity Preferred are represented in person or by proxy at such meetings.  Such Preferred Stock Directors shall be elected by a plurality of the votes cast by the holders of shares of Series E Preferred Stock and Parity Preferred that are present and voting, in person or by proxy, at a duly called and held meeting at which a quorum is present.  If and when all accumulated dividends and the dividend for the then current dividend period on the Series E Preferred Stock shall have been paid in full or declared and set aside for payment in full, the holders thereof shall be divested of the foregoing voting rights (subject to revesting in the event of each and every Preferred Dividend Default).  Any Preferred Stock Director may be removed at any time with or without cause only by a majority of the votes cast by the holders of shares of Series E Preferred Stock and Parity Preferred that are present and voting, in person or by proxy, at a duly called and held meeting at which a quorum is present.  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 majority of the votes cast by the holders of shares of Series E Preferred Stock and Parity Preferred that are present and voting, in person or by proxy, at a duly called and held meeting at which a quorum is present.  The Preferred Stock Directors shall each be entitled to one vote per director on any matter properly coming before the Board of Directors.  The Company shall, upon receipt of a written request by holders of record of at least 20% of the outstanding shares of Series E Preferred Stock or the holders of record of at least 20% of the outstanding shares of any series of Parity Preferred, use commercially reasonable efforts to call a special meeting for the purpose of the removal of a Preferred Stock Director or the filling of any vacancy in the office of a Preferred Stock Director as promptly as reasonably practicable.  Without limiting the generality of the foregoing, the Company shall file a proxy statement with the Security and Exchange Commission relating to any such special meeting with 45 days of any such request if the Company is required to file such a proxy statement under applicable laws.

 

 

 

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(c) So long as any shares of Series E Preferred Stock remain outstanding, the Company will not, without the affirmative vote or consent of the holders of at least two-thirds of the shares of the Series E Preferred Stock outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class) amend, alter or repeal the provisions of the Charter or these Articles Supplementary, whether by merger, consolidation or otherwise (an “Event”), so as to materially and adversely affect any preferences, conversion and other rights, voting powers, restrictions (including, without limitation, Section II.10), limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption of the Series E Preferred Stock or the holders thereof; provided, however, that without the affirmative vote or consent of all holders of shares of the Series E Preferred Stock outstanding at the time, no amendment, alteration or repeal of the provisions of the Charter or of these Articles Supplementary may be made that will (v) alter the rank of the Series E Preferred Stock as set forth in Section II.4, (w) reduce the number of shares of the Series E Preferred Stock required to consent to an amendment, alteration or repeal of the Charter or these Articles Supplementary pursuant to this Section II.9(c), (x) reduce the Initial Dividend Yield or the Liquidation Preference or change the method of calculation of the First Default Dividend Yield, the Second Default Dividend Yield, Redemption Price or the Make-Whole Price, (y) change the payment date for payment of dividends with respect to the Series E Preferred Stock or change the period with respect to which such dividends are paid, or (z) alter or modify the rights of any holder of Series E Preferred Stock pursuant to Section II.8 of these Articles Supplementary.  With respect to the occurrence of any Event set forth above, so long as the Series E Preferred Stock remains outstanding with the terms thereof materially unchanged (or any class or series of stock with substantially identical terms and conditions is issued by the surviving corporation in any merger or consolidation to which the Company became a party in exchange for the Series E Preferred Stock), the occurrence of any such Event shall not be deemed to materially and adversely affect any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption the Series E Preferred Stock.  In addition, any increase in the number of authorized shares of Preferred Stock or the creation or issuance of any other series of Preferred Stock, or any increase in the number of authorized shares of such series, in each case ranking on a parity with or junior to the Series E 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 any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption of the Series E Preferred Stock.

 

(d) So long as any shares of Series E Preferred Stock remain outstanding and any holder of the Series E Preferred Stock as of the date of the first issuance of the Series E Preferred Stock continues to hold, beneficially or of record, at least 75% of the number of shares of Series E Preferred Stock which such holder owned, beneficially or of record, as of the date of the first issuance of the Series E Preferred Stock, the Company will not, without the affirmative vote or consent of the holders of at least 85% of the shares of the Series E Preferred Stock outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend Section II.10 of these Articles Supplementary.

 

 

 

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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 E Preferred Stock shall have been redeemed or called for redemption upon proper notice and sufficient funds shall have been irrevocably deposited in trust to effect such redemption.

 

(f) Except as expressly stated in these Articles Supplementary, the Series E Preferred Stock will not have any relative, participating, optional or other special voting rights and powers, and the consent of the holders thereof shall not be required for the taking of any corporate action, including but not limited to, any corporate action to approve any merger or consolidation involving the Company, or a sale of all or substantially all of the assets of the Company, or the liquidation or dissolution of the Company, irrespective of the effect that such merger, consolidation, sale, liquidation or dissolution may have upon the rights, preferences or voting powers of the holders of the Series E Preferred Stock.

 

10. Covenants.

 

(a) So long as any share of Series E Preferred Stock shall remain outstanding, the Company shall:

 

(i) not permit the Fixed Charge Coverage Ratio to be less than 1.50 (the “Fixed Charge Coverage Ratio Covenant”) or the Capitalization Ratio to exceed 0.55 (the “Capitalization Ratio Covenant”);

 

(ii) maintain an Unencumbered Asset Value of not less than 150% of the aggregate outstanding principal amount of its unsecured Debt and the liquidation preference of its Preferred Stock (the “Unencumbered Asset Test”); and

 

(iii) not enter into or undertake any Senior Obligation (i) at any time during which the Company is in violation of the Fixed Charge Coverage Ratio Covenant or the Capitalization Ratio Covenant or (ii) if the entry into or undertaking of such Senior Obligation would result in a violation of the Fixed Charge Coverage Ratio Covenant or the Capitalization Ratio Covenant, compliance with such covenants being determined (A) in the case of the Fixed Charge Coverage Ratio Covenant, after giving effect on a pro forma basis to any such Senior Obligation as if such Senior Obligation had been issued on the first day of the Calculation Period and (B) in the case of the Capitalization Ratio Covenant, as of the end of the fiscal quarter of the Company immediately preceding the fiscal quarter of the Company in which such Senior Obligation is proposed to be entered into or undertaken, after giving effect on a pro forma basis to any such Senior Obligation as if such Senior Obligation had been issued on the first day of such immediately preceding quarter.

 

(iv) The covenants set forth in Section II.10(a) are for the exclusive benefit of the holders of the Series E Preferred Stock and, except as set forth in Section II.9(d), may not be waived without the consent, approval or vote of the holders of two-thirds of the outstanding Series E Preferred Stock.

 

 

 

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(b) The Company will not take any action to voluntarily terminate or authorize the termination of the status of the Company as a REIT.

 

11. Conversion.  The Series E Preferred Stock is not convertible into or exchangeable for any other securities or property of the Company.

 

12. No Impairment.  The Company will not, through any reorganization, recapitalization, transfer of assets, consolidation, merger or dissolution, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of these Articles Supplementary.  Unless the Company validly and legally exercises the Change of Control Call Option or the holders of Series E Preferred Stock validly and legally exercise their Change of Control Put Option, in each case with respect to 100% of the issued and outstanding shares of Series E Preferred Stock, the Company shall, as a condition precedent to any such reorganization, recapitalization, transfer of assets, consolidation, merger or dissolution, cause any successor to the Company or acquiring person or entity, as the case may be, to carry out all the provisions of these Articles Supplementary or issue preferred stock to each holder of the Series E Preferred Stock with preferences, priorities, rights, powers, restrictions, limitations, qualifications and terms and conditions as nearly equivalent as may be practicable to those contained in these Articles Supplementary.  The Company will, with the purpose of impairing the voting rights of the Series E Preferred Stock under Section II.(9(b), (i) issue shares of Parity Preferred with voting rights greater than one vote per share or (ii) issue shares of Parity Preferred with a liquidation preference per share less than $25 without a proportionate reduction in percentage voting rights per share on the basis of $25 liquidation preference equals 1 vote, unless, in the case of this clause (ii), the Company has been advised in writing by its financial advisor that it has become the market standard in preferred stock issuances of a similar size and nature to issue shares of preferred stock with a liquidation preference per share less than $25, in which case the Company shall not issue Parity Preferred at a lesser liquidation preference per share than the market standard liquidation preference per share so advised by the Company’s financial advisor.  The provisions of this Section II.12 will similarly apply to successive reorganizations, recapitalizations, transfers of assets, consolidations, mergers or dissolutions.

 

SECTION III:  The classification of authorized but unissued shares as set forth in these Articles Supplementary does not increase the authorized capital of the Company or the aggregate par value thereof.

 

SECTION IV:  These Articles Supplementary have been approved by the majority of the Board of Directors in the manner prescribed by the MGCL.

 

 

*           *           *

 

 

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Execution Copy

 

IN WITNESS WHEREOF, the undersigned, the President of the Company acknowledges these 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 acknowledges that to the best of his knowledge, information and belief, these matters and facts set forth herein are true in all material respects and that this statement is made under the penalties for perjury.

 

These Articles Supplementary have been executed under seal in the name of the Company and on its behalf by its President and attested to by its Secretary on this 13th day of March, 2008.

 

ATTEST

 

 

 

By:         /s/ Thomas D. Myers                                             

Thomas D. Myers

Secretary

URSTADT BIDDLE PROPERTIES, INC.

 

 

 

By:          /s/ Willing L. Biddle                                                                   

Willing L. Biddle              (SEAL)

President

 

 

 

 

ARTICLES SUPPLEMENTARY

OF

URSTADT BIDDLE PROPERTIES INC.

7.125% SERIES F CUMULATIVE REDEEMABLE PREFERRED STOCK

Urstadt Biddle Properties Inc., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and Taxation of the State of Maryland that:

FIRST:

Pursuant to authority contained in Article VII of the charter of the Company (the “Charter”), 5,175,000 shares of authorized but unissued shares of the Company’s preferred stock have been duly classified by the board of directors of the Company (the “Board of Directors”) and a duly authorized committee thereof as authorized but unissued shares of the Company’s 7.125% Series F Cumulative Redeemable Preferred Stock and the Board of Directors and a duly authorized committee thereof has by resolution set the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption thereof.

SECOND:

A description of the 7.125% Series F Cumulative Redeemable Preferred Stock, including the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption, as set by the Board of Directors, is as follows:

1.

Designation and Number. A series of preferred stock, designated the 7.125% Series F Cumulative Redeemable Preferred Stock, par value $.01 per share (the “Series F Preferred Stock”), is hereby established. The number of shares constituting the Series F Preferred Stock shall initially be 5,175,000.

2.

Defined Terms. The terms defined in this Section, whenever used herein, shall, unless the context otherwise requires, have the respective meanings hereinafter specified:

“Alternative Conversion Consideration” shall have the meaning set forth in Section 10(a).

“Alternative Form Consideration” shall have the meaning set forth in Section 10(a).

“Annual Dividend Rate” shall have the meaning set forth in Section 5(a).

“Board of Directors” shall mean the Board of Directors of the Company or any committee authorized by the Board of Directors to perform any of its responsibilities with respect to the Series F Preferred Stock.

“Change of Control” occurs when, after the Series F Preferred Stock issue date, the following have occurred and are continuing:

 


 

(a)

the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Exchange Act, other than Exempted Persons, of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of shares of Common Stock entitling that person to exercise more than 50% of the total voting power of all outstanding shares of Common Stock entitled to vote generally in the election of directors (and such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and

(b)

following the closing of any transaction referred to in (a) above, neither the Company nor the acquiring or surviving entity has a class of common securities (or American Depository Receipts representing such securities) listed or quoted on the NYSE, the NYSE MKT or the NASDAQ, or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE MKT or the NASDAQ.

“Change of Control Redemption Right” shall have the meaning set forth in Section 8.

“Change of Control Conversion Right” shall have the meaning set forth in Section 10(a).

“Class A Common Stock” shall mean the Class A Common Stock, par value $.01 per share, of the Company and any stock into which such Class A Common Stock shall have been changed or any stock resulting from any capital reorganization or reclassification of such Class A Common Stock.

“Code” shall have the meaning set forth in Section 5(e).

“Common Stock” shall mean the common stock, par value $.01 per share, of the Company, any stock into which such common stock shall have been changed or any stock resulting from any capital reorganization or reclassification of such common stock, the Class A Common Stock, and all other stock of any class or classes (however designated) of the Company the holders of which have the right, without limitation as to amount, either to all or to a share of the balance of current dividends and liquidating dividends after the payment of dividends and distributions on any shares entitled to preference.

“Common Share Conversion Consideration” shall have the meaning set forth in Section 10(a).

“Common Stock Price” shall have the meaning set forth in Section 10(a).

“Company” shall have the meaning set forth in the first paragraph of these Articles Supplementary.

“Conversion Agent” shall have the meaning set forth in Section 10(d).

“Conversion Consideration” shall have the meaning set forth in Section 10(a).

“Conversion Date” shall have the meaning set forth in Section 10(a).

 

 

 

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“Dividend Payment Date” shall have the meaning set forth in Section 5(b).

“Dividend Record Date” shall have the meaning set forth in Section 5(b).

“Dividend Yield” shall have the meaning set forth in Section 5(a).

“Early Redemption Right” shall have the meaning set forth in Section 7(a).

“Event” shall have the meaning set forth in Section 11(c)(ii).

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Exchange Cap” shall have the meaning set forth in Section 10(a).

“Exempted Person” shall mean (i) Charles J. Urstadt; (ii) any Urstadt Family Member (as hereinafter defined); (iii) any executor, administrator, trustee or personal representative who succeeds to the estate of Charles J. Urstadt or an Urstadt Family Member as a result of the death of such individual, acting in their capacity as an executor, administrator, trustee or personal representative with respect to any such estate; (iv ) a trustee, guardian or custodian holding property for the primary benefit of Charles J. Urstadt or any Urstadt Family Member, (v) any corporation, partnership, limited liability company or other business organization that is directly or indirectly controlled by one or more persons or entities described in clauses (i) through (iv) hereof and is not controlled by any other person or entity; and (vi) any charitable foundation, trust or other not-for-profit organization for which one or more persons or entities described in clauses (i) through (v) hereof controls the investment and voting decisions in respect of any interest in the Company held by such organization. For sake of clarity with respect to clause (v) above, “control” includes the power to control the investment and voting decisions of any such corporation, partnership, limited liability company or other business organization.

For purposes of this definition, the term “Urstadt Family Member” shall mean and include the spouse of Charles J. Urstadt, the descendants of the parents of Charles J. Urstadt, the descendants of the parents of the spouse of Charles J. Urstadt, the spouses of any such descendant and the descendants of the parents of any spouse of a child of Charles J. Urstadt. For this purpose, an individual’s “spouse” includes the widow or widower of such individual, and an individual’s “descendants” includes biological descendants and persons deriving their status as descendants by adoption.

“Fifth Anniversary Date” shall mean October 24, 2017.

“Liquidation Preference” shall have the meaning set forth in Section 6(a).

“Make-Whole Price” shall mean, for any shares of Series F Preferred Stock redeemed pursuant to the Early Redemption Right, the sum of (i) the Liquidation Preference, (ii) all accrued and unpaid dividends thereon to such date of redemption (except for dividends payable as described in the last sentence of Section 9(a)) and (iii) the present value as of the date of redemption of all remaining scheduled dividend payments for such shares of Series F Preferred Stock until the Fifth Anniversary Date (except for dividends payable as described in the last

 

 

 

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sentence of Section 9(a)), calculated using a discount rate equal to the Treasury Rate (determined on the date of the notice of redemption) plus 50 basis points.

“MGCL” shall mean the Maryland General Corporation Law.

“NASDAQ” shall mean the Nasdaq Stock Market or any exchange or quotation system that is a successor to the Nasdaq Stock Market on which the Series F Preferred Stock is listed or quoted.

“NYSE” shall mean the New York Stock Exchange or any exchange or quotation system that is a successor to the New York Stock Exchange on which the Series F Preferred Stock is listed or quoted.

“NYSE MKT” shall mean the NYSE MKT (formerly known as the NYSE Amex Equities) or any exchange or quotation system that is a successor to the NYSE MKT on which the Series F Preferred Stock is listed or quoted.

“Optional Redemption Right” shall have the meaning set forth in Section 7(a).

“Parity Preferred” shall have the meaning set forth in Section 11(b).

“Person” shall mean any natural person, corporation, limited partnership, limited liability company, general partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organization, whether or not a legal entity, or any governmental authority.

“Preferred Dividends” shall mean, for any period, dividends accrued during such period in respect of all Preferred Stock held by persons other than the Company.

“Preferred Dividend Default” shall have the meaning set forth in Section 11(b).

“Preferred Stock” shall mean, as applied to the capital stock of the Company, capital stock of any class or classes (however designated) which is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such corporation, over shares of stock of any other class of the Company.

“Preferred Stock Director” shall have the meaning set forth in Section 11(b).

“REIT” shall have the meaning set forth in Section 5(e).

“Rights and Preferences” shall have the meaning set forth in Section 11(c)(ii).

“Set apart for payment” shall be deemed to include, without any action other than the following, the recording by the Company in its accounting ledgers of any accounting or bookkeeping entry which indicates, pursuant to a declaration of a dividend or other distribution by the Board of Directors, the allocation of funds to be so paid on any series or class of stock of the Company.

 

 

 

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“Series A Preferred Stock” shall mean the Series A Participating Preferred Stock, par value $.01 per share, of the Company that is reserved for issuance pursuant to a rights agreement between the Company and The Bank of New York Mellon, as rights agent.

“Series C Preferred Stock” shall mean the 8.5% Series C Senior Cumulative Preferred Stock, par value $.01 per share, of the Company.

“Series D Preferred Stock” shall mean the 7.5% Series D Senior Cumulative Preferred Stock, par value $.01 per share, of the Company.

“Series E Preferred Stock” shall mean the 8.5% Series E Senior Cumulative Preferred Stock, par value $.01 per share, of the Company.

“Share Cap” shall have the meaning set forth in Section 10(a).

“Share Split” shall have the meaning set forth in Section 10(a).

“Treasury Rate” shall mean, with respect to any date of determination, the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) that has become publicly available at least two business days prior to such date of determination (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such date of anticipated date of redemption to the Fifth Anniversary Date; provided, however, that if the period from such date of redemption to the Fifth Anniversary Date is not equal to the constant maturity of the United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from such date of redemption to the Fifth Anniversary Date is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

3.

Maturity. The Series F Preferred Stock has no stated maturity and will not be subject to any sinking fund or mandatory redemption.

4.

Ranking. The Series F Preferred Stock will, with respect to dividend rights and rights upon liquidation, dissolution or winding up of the Company, rank (a) senior to all classes or series of Common Stock of the Company, and to all equity securities issued by the Company ranking junior to the Series F Preferred Stock with respect to dividend rights or rights upon liquidation, dissolution or winding up of the Company, including the Series A Preferred Stock, if and when issued, (b) on a parity with the Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, and with all other equity securities issued by the Company the terms of which specifically provide that such equity securities rank on a parity with the Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock with respect to dividend rights or other rights upon liquidation, dissolution or winding up of the Company, and (c) junior to all existing and future indebtedness of the Company, and to any equity securities that the Company may issue in the future the terms of which specifically

 

 

 

5

 

 


 

 

provide that such class or series rank senior to the Series F Preferred Stock with respect to dividend rights or rights upon liquidation, dissolution or winding up.

5.

Dividends.

(a)

Holders of shares of the Series F Preferred Stock are entitled to receive, when and as authorized by the Board of Directors and declared by the Company, out of funds legally available for the payment of dividends, preferential cumulative dividends payable in cash at the rate per annum of $1.78125 per share of the Series F Preferred Stock (the “Annual Dividend Rate”) which is equivalent to a rate of 7.125% per annum of the Liquidation Preference (the “Dividend Yield”).

(b)

Dividends on the Series F Preferred Stock shall be cumulative from the date of original issue and shall be payable in arrears for each quarterly period ending January 31, April 30, July 31 and October 31 on January 31, April 30, July 31 and October 31, respectively, of each year, or, if any such date shall not be a business day, the next succeeding business day (each, a “Dividend Payment Date”). The amount of dividends payable on each Dividend Payment Date for the Series F Preferred Stock shall be computed by dividing the Annual Dividend Rate by four. The first dividend will be payable on January 31, 2013, with respect to the period commencing on the first date on which shares of the Series F Preferred Stock are issued and ending January 31, 2013. The amount of any dividend payable on the Series F Preferred Stock with respect to any other period (that is shorter or longer than one full quarterly period) will be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be payable to holders of record as they appear in the stock records of the Company at the close of business on the applicable record date determined each quarter by the Board of Directors, as provided by the MGCL, which shall not be more than 30 days preceding the applicable Dividend Payment Date (each, a “Dividend Record Date”).

(c)

No dividends on shares of Series F Preferred Stock shall be authorized by the Board of Directors or 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 authorization, declaration, payment or setting apart for payment or provides that such authorization, declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such authorization, declaration, payment or setting apart shall be restricted or prohibited by law.

(d)

Notwithstanding the foregoing, dividends on outstanding shares of the Series F Preferred Stock will accrue whether or not the Company 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 shares of the Series F Preferred Stock will not bear interest and holders of shares of the Series F Preferred Stock will not be entitled to any distributions in excess of full cumulative distributions described above. Except as set forth in the next sentence, no dividends will be authorized, declared and paid or authorized, declared and set apart for payment on any capital stock of the Company ranking, as to dividends, on a parity with the Series F Preferred Stock (other than a dividend in shares of the Company’s Common Stock or in shares of any other class of stock ranking junior to the Series F Preferred Stock as to dividends and upon liquidation) for any period unless full cumulative

 

 

 

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dividends have been or contemporaneously are authorized, declared and paid or authorized, declared and a sum sufficient for the payment thereof is set apart for such payment on outstanding shares of the Series F Preferred Stock for all past dividend periods. When dividends are not paid in full (or a sum sufficient for such full payment is not so set apart) upon the Series F Preferred Stock and the shares of any other series of preferred stock ranking on a parity as to dividends with the Series F Preferred Stock, all dividends authorized and declared upon the Series F Preferred Stock and any other series of preferred stock ranking on a parity as to dividends with the Series F Preferred Stock shall be authorized and declared ratably so that the amount of dividends authorized and declared per share of Series F 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 F 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.

(e)

Unless full cumulative dividends on outstanding shares of the Series F Preferred Stock have been or contemporaneously are authorized, declared and paid or authorized, declared and a sum sufficient for the payment thereof is set apart for payment for all past dividend periods, no dividends (other than in shares of Common Stock or other shares of capital stock ranking junior to the Series F Preferred Stock as to dividends and upon liquidation) shall be authorized, declared and paid or authorized, declared and set apart for payment nor shall any other distribution be authorized and declared or made upon the Common Stock, or any other capital stock of the Company ranking junior to or on a parity with the Series F Preferred Stock as to dividends or upon liquidation, nor shall any shares of Common Stock, or any other shares of capital stock of the Company ranking junior to or on a parity with the Series F 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 Company (except by conversion into or exchange for other capital stock of the Company ranking junior to the Series F Preferred Stock as to dividends and upon liquidation or redemption for the purpose of preserving the Company’s qualification as a real estate investment trust (a “REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”), including as contemplate by Article IX of the Charter). Holders of shares of the Series F 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 F Preferred Stock as provided above. Any dividend payment made on shares of the Series F Preferred Stock shall first be credited against the earliest accrued but unpaid dividend due with respect to such shares which remains payable. So long as no dividends are in arrears, the Company shall be entitled at any time and from time to time to repurchase shares of Series F Preferred Stock in open-market transactions duly authorized by the Board of Directors and effected in compliance with applicable laws.

6.

Liquidation Preference.

(a)

Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, the holders of shares of Series F Preferred Stock are entitled to be paid out of the assets of the Company legally available for distribution to its stockholders a liquidation preference of $25.00 per share (the “Liquidation Preference”), plus an amount equal to any accrued and unpaid dividends to, but excluding, the date of payment (whether or not declared), but without interest, before any distribution of assets is made to holders of Common

 

 

 

7

 

 


 

 

Stock or any other class or series of capital stock of the Company that ranks junior to the Series F Preferred Stock as to liquidation rights. However, the holders of the shares of Series F Preferred Stock will not be entitled to receive the Liquidation Preference, plus any accrued and unpaid dividends, of such shares until the liquidation preference of any other series or class of the Company’s capital stock hereafter issued which ranks senior as to liquidation rights to the Series F Preferred Stock has been paid in full. The holders of Series F Preferred Stock and all series or classes of the Company’s capital stock which rank on a parity as to liquidation rights with the Series F Preferred Stock are entitled to share ratably, in accordance with the respective preferential amounts payable on such capital stock, in any distribution (after payment of the liquidation preference of any capital stock of the Company that ranks senior to the Series F Preferred Stock as to liquidation rights) which is not sufficient to pay in full the aggregate of the amounts payable thereon. Holders of Series F Preferred Stock will be entitled to written notice of any event triggering the right to receive such Liquidation Preference. After payment of the full amount of the Liquidation Preference, plus any accrued and unpaid dividends to which they are entitled, the holders of Series F Preferred Stock will have no right or claim to any of the remaining assets of the Company. The consolidation or merger of the Company with or into any other corporation, trust or entity or of any other corporation with or into the Company, or the sale, lease or conveyance of all or substantially all of the property or business of the Company, shall not be deemed to constitute a liquidation, dissolution or winding up of the Company.

(b)

In determining whether a distribution to holders of Series F Preferred Stock (other than upon voluntary or involuntary liquidation) by dividend, redemption or other acquisition of shares of stock of the Company or otherwise is permitted under the MGCL, no effect shall be given to amounts that would be needed, if the Company were to be dissolved at the time of the distribution, to satisfy the preferential rights upon distribution of holders of shares of stock of the Company whose preferential rights upon dissolution are superior to those receiving the distribution.

7.

Optional Redemption.

(a)

Prior to the Fifth Anniversary Date, the Company may, at its option, upon notice pursuant to Section 9 hereof, redeem shares of the Series F Preferred Stock, in whole or in part, at any time or from time to time, for cash at the Make-Whole Price (the “Early Redemption Right”). On and after the Fifth Anniversary Date, the Company may, at its option, upon notice pursuant to Section 9 hereof, redeem shares of the Series F 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, but not including, the date fixed for redemption (except for dividends payable as described in the last sentence of Section 9(a)) without interest (the “Optional Redemption Right”). In addition to the Early Redemption Right and the Optional Redemption Right, in order to ensure that the Company remains qualified as a REIT under the Code, the Company will have the right to purchase from a holder of shares of Series F Preferred Stock at any time any shares of Series F Preferred Stock held by such holder in excess of 7.5% of the value of the outstanding capital stock of the Company in accordance with Article IX of the Charter.

(b)

The Series F Preferred Stock is subject to the provisions of Article IX of the Charter, including, without limitation, the provisions for conversion into shares of Excess

 

 

 

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Stock and the redemption of shares of Excess Stock and shares transferred, or attempted to be transferred, in violation of such provisions. In addition to the redemption rights set forth in Article IX of the Charter, shares of Excess Stock issued upon conversion of shares of Series F Preferred Stock may be redeemed, in whole or in part, at any time when outstanding shares of Series F Preferred Stock are being redeemed, for cash at the Make-Whole Price, if applicable, or for cash at a redemption price of $25.00 per share, plus all accrued and unpaid dividends on the shares of Series F Preferred Stock that were converted into such shares of Excess Stock prior to, but not including, the date of such redemption and all dividends that, but for such conversion into shares of Excess Stock, would have accumulated and been unpaid on the shares of Series F Preferred Stock so converted (whether or not declared) to, but not including, the date fixed for redemption, without interest.

8.

Special Optional Redemption. In the event of a Change of Control of the Company, regardless of whether the Change of Control occurs prior to or after the Fifth Anniversary Date, the Company shall have the right, at the Company’s option, to redeem all or any part of the shares of each holder of Series F Preferred Stock, in whole or in part, within 120 days after the first date on which such Change of Control occurred, for cash at a redemption price of $25.00 per share, plus all accrued and unpaid dividends thereon (whether or not declared) (except for dividends payable as described in the last sentence of Section 9(a)) to, but not including, the date fixed for redemption (a “Change of Control Redemption Right”).

9.

Redemption Procedures.

(a)

The Company shall give notice of redemption by mail, postage prepaid, not less than 30 nor more than 90 days prior to the redemption date, addressed to the respective holders of record of the Series F Preferred Stock to be redeemed at their respective addresses as they appear on the stock transfer records of the Company. No failure to give such notice or any defect in the notice or in the mailing of the notice will affect the validity of the proceedings for the redemption of any shares of Series F Preferred Stock except as to a holder to whom notice was defective or not given. Each notice will state: (i) the redemption date; (ii) the redemption price or the Make-Whole Price, as applicable; (iii) the number of shares of Series F Preferred Stock to be redeemed; (iv) the place or places where the Series F Preferred Stock is to be surrendered for payment of the redemption price or the Make-Whole Price, as applicable; (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date and (vi) if such redemption is being made in connection with a Change of Control, holders of Series F Preferred Stock being so called for redemption will not be able to tender such shares of Series F Preferred Stock for conversion in connection with the Change of Control and each share of Series F Preferred Stock tendered for conversion that is called, prior to the Conversion Date, for redemption will be redeemed on the related redemption date instead of converted on the Conversion Date. Notwithstanding the foregoing, no notice of redemption will be required where the Company elects to redeem Series F Preferred Stock to preserve its REIT qualification. If the Company redeems less than all of the Series F Preferred Stock held by any holder, the notice mailed to such holder will also specify the number of shares of Series F Preferred Stock held by such holder to be redeemed. If fewer than all of the outstanding shares of Series F Preferred Stock are to be redeemed, the shares to be redeemed will be selected by lot or pro rata or in some other equitable manner determined by the Company. If a redemption date falls after a Dividend Record Date and prior to the corresponding Dividend Payment Date, each holder of

 

 

 

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Series F Preferred Stock at the close of business on the applicable Dividend Record Date is entitled to the dividend payable on such shares on the corresponding Dividend Payment Date notwithstanding the redemption of such shares before the Dividend Payment Date.

(b)

If the Company has given notice of redemption of any shares of Series F Preferred Stock and has set apart for payment the funds necessary for the redemption for the benefit of the holders of any shares of Series F Preferred Stock called for redemption, then from and after the redemption date (i) dividends will cease to accrue on such shares of Series F Preferred Stock, (ii) the shares of Series F Preferred Stock will no longer be deemed outstanding and (iii) all rights of the holders of the shares will terminate, except the right to receive the redemption price.

(c)

If full cumulative dividends on the Series F Preferred Stock have not been paid or declared and set apart for payment for all prior dividend periods, the Company may not redeem any Series F Preferred Stock unless it simultaneously redeems all outstanding shares of Series F Preferred Stock, and the Company will not purchase or otherwise acquire directly or indirectly any shares of Series F Preferred Stock (except by exchange for shares of capital stock ranking junior to the Series F Preferred Stock as to dividends and upon liquidation). Notwithstanding the foregoing, the Company may purchase excess stock in order to ensure that it continues to meet the requirements for qualification as a REIT or any purchase or exchange offer made on the same terms to holders of all outstanding shares of Series F Preferred Stock. So long as no dividends are in arrears, the Company is entitled, at any time and from time to time, to repurchase shares of Series F Preferred Stock in open-market transactions duly authorized by the Board of Directors in compliance with applicable law.

10.

Conversion Rights.

(a)

Upon the occurrence of a Change of Control, unless, prior to the Conversion Date, the Company provides notice of redemption of such shares of Series F Preferred Stock pursuant to Section 9, then, unless the holders of the Series F Preferred Stock will receive Alternative Form Consideration pursuant to this Section 10(a), each holder of shares of Series F Preferred Stock shall have the right, subject to Section 10(k), to convert all or part of the Series F Preferred Stock held by such holder (the “Change of Control Conversion Right”) on the Conversion Date into a number of shares of Class A Common Stock per share of Series F Preferred Stock to be converted (the “Common Share Conversion Consideration”) equal to the lesser of (a) the quotient obtained by dividing (i) the sum of $25.00 plus (subject to Section 10(c) hereof) the amount of any accumulated and unpaid dividends thereon (whether or not declared) to, but not including, the Change of Control Conversion Date, as applicable, by (ii) the Common Stock Price and (b) 2.5920 (as adjusted pursuant to the immediately succeeding paragraph, the “Share Cap”).

The Share Cap is subject to pro rata adjustments for any stock splits (including those effected pursuant to a Class A Common Stock dividend), subdivisions or combinations (in each case, a “Share Split”) with respect to the Class A Common Stock as follows: the adjusted Share Cap as the result of a Share Split shall be the number of shares of Class A Common Stock that is equivalent to the product obtained by multiplying (i) the Share Cap in effect immediately prior to such Share Split by (ii) a fraction, the numerator of which is the number of shares of

 

 

 

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Class A Common Stock outstanding after giving effect to such Share Split and the denominator of which is the number of shares of Class A Common Stock outstanding immediately prior to such Share Split.

 

For the avoidance of doubt, subject to the immediately succeeding sentence, the aggregate number of shares of Class A Common Stock (or equivalent Alternative Conversion Consideration, as applicable) issuable in connection with the exercise of the Change of Control Conversion Right and in respect of the Series F Preferred Stock shall not exceed 13,413,600 shares of Class A Common Stock (or equivalent Alternative Conversion Consideration, as applicable), subject to increase on a pro rata basis if the number of authorized shares of Series F Preferred Stock increases after the first date on which any shares of the Series F Preferred Stock are issued (the “Exchange Cap”). The Exchange Cap is subject to pro rata adjustments for any Share Splits on the same basis as the corresponding adjustment to the Share Cap.

 

In the case of a Change of Control pursuant to which, or in connection with which, shares of Class A Common Stock shall be converted into cash, securities or other property or assets, including any combination thereof (the “Alternative Form Consideration”), a holder of shares of Series F Preferred Stock shall receive upon conversion of such shares of Series F Preferred Stock (subject to the immediately succeeding paragraph) the kind and amount of Alternative Form Consideration which such holder would have owned or been entitled to receive had such holder held a number of shares of Class A Common Stock equal to the Common Share Conversion Consideration immediately prior to the effective time of the Change of Control (the “Alternative Conversion Consideration” and, together with the Common Share Conversion Consideration, the “Conversion Consideration”).

 

If holders of shares of Class A Common Stock have the opportunity to elect the form of consideration to be received in connection with the Change of Control, the consideration that the holders of Series F Preferred Stock shall receive shall be the form of consideration elected by the holders of a plurality of the shares of Class A Common Stock held by stockholders who participate in the election and shall be subject to any limitations to which all holders of Class A Common Stock are subject, including, without limitation, pro rata reductions applicable to any portion of the consideration payable in connection with the Change of Control.

 

The “Conversion Date” with respect to any Change of Control shall be a Business Day fixed by the Board of Directors that is not fewer than 20 days and not more than 35 days after the date on which the Company provides notice of the Change of Control pursuant to Section 10(d).

 

The “Common Stock Price” for any Change of Control shall be (i) if the consideration to be received in the Change of Control by the holders of the shares of Class A Common Stock is solely cash, the amount of cash consideration per share of Class A Common Stock, and (ii) if the consideration to be received in the Change of Control by the holders of the shares of Class A Common Stock is other than solely cash (including if such holders do not receive consideration), the average of the closing prices per share of Class A Common Stock on the NYSE, the NYSE MKT or the NASDAQ for the 10 consecutive trading days immediately preceding, but not including, the effective date of the Change of Control.

 

 

 

 

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(b)

No fractional shares of Class A Common Stock shall be issued upon the conversion of Series F Preferred Stock. In lieu of fractional shares, holders shall be entitled to receive the cash value of such fractional shares based on the Common Stock Price.

(c)

If a Conversion Date falls after a Dividend Record Date and on or prior to the corresponding Dividend Payment Date, each holder of shares of Series F Preferred Stock at the close of business on such Dividend Record Date shall be entitled to receive the dividend payable on such shares on the corresponding Dividend Payment Date in accordance with Section 5 hereof, notwithstanding the conversion of such shares on or prior to such Dividend Payment Date, but the Conversion Rate shall not be calculated to include such accrued and unpaid dividends.

(d)

Within 15 days following the occurrence of a Change of Control, the Company shall deliver a notice of the occurrence of the Change of Control, describing the resulting Change of Control Conversion Right, to the holders of record of the outstanding shares of Series F Preferred Stock as their addresses as they appear on the Company’s stock transfer records. No failure to give such a notice or any defect thereto or in the mailing thereof shall affect the sufficiency of the notice or validity of the proceedings for the conversion of any share of Series F Preferred Stock except as to the holder to whom notice was defective or not given. A notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received such notice. Each notice shall state: (i) the events constituting the Change of Control; (ii) the date of the Change of Control; (iii) the last date on which the holders of Series F Preferred Stock may exercise their Change of Control Conversion Right; (iv) the method and period for calculating the Common Stock Price; (v) the Conversion Date; (vi) that if, prior to the Conversion Date, the Company provides notice of its election to redeem all or any portion of the Series F Preferred Stock, the holder will not be able to convert the shares of Series F Preferred Stock called for redemption, and such shares of Series F Preferred Stock shall be redeemed on the related redemption date, even if they have already been tendered for conversion pursuant to the Change of Control Conversion Right; (vii) if applicable, the type and amount of Alternative Conversion Consideration entitled to be received per share of Series F Preferred Stock converted; (viii) the name and address of the paying agent and the conversion agent (the “Conversion Agent”); and (ix) the procedures that the holders of Series F Preferred stock must follow to exercise the Change of Control Conversion Right.

(e)

The Company shall issue a press release for publication on the Dow Jones & Company, Inc., Business Wire, PR Newswire or Bloomberg Business News (or, if such organizations are not in existence at the time of issuance of such press release, such other news or press organization as is reasonably calculated to broadly disseminate the relevant information to the public) containing the information stated in such a notice, and post such a notice on the Company’s website, in any event prior to the opening of business on the first Business Day following any date on which the Company provides notice pursuant to Section 10(d) to the holders of record of Series F Preferred Stock.

(f)

In order to exercise the Change of Control Conversion Right, a holder of record of shares of Series F Preferred Stock shall be required to deliver, on or before the close of

 

 

 

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business on the Conversion Date, the certificates, if any, representing any certificated shares of Series F Preferred Stock to be converted, duly endorsed for transfer, together with a written notice of exercise and any other documents the Company reasonably requires in connection with such conversion, to the Conversion Agent. Such notice shall state the number of shares of Series F Preferred Stock to be converted. Notwithstanding the foregoing if the shares of Series F Preferred Stock are held in global form, such notice shall instead comply with applicable procedures of The Depository Trust Company.

(g)

Holders of Series F Preferred Stock may withdraw any notice of exercise of a Change of Control Conversion Right (in whole or in part), by a written notice of withdrawal delivered to the Conversion Agent prior to the close of business on the Business Day prior to the Conversion Date. The notice of withdrawal must state: (i) the number of withdrawn shares of Series F Preferred Stock; (ii) if certificated shares of Series F Preferred Stock have been tendered for conversion and withdrawn, the certificate numbers of the withdrawn shares of Series F Preferred Stock; and (iii) the number of shares of Series F Preferred Stock, if any, which remain subject to the notice of exercise. Notwithstanding the foregoing, if the shares of Series F Preferred Stock are held in global form, the notice of withdrawal shall instead comply with applicable procedures of The Depository Trust Company.

(h)

Shares of Series F Preferred Stock as to which the Change of Control Conversion Right has been properly exercised and for which the notice of exercise has not been properly withdrawn shall be converted into the applicable Conversion Consideration in accordance with the Change of Control Conversion Right on the Conversion Date unless, prior to the Conversion Date, the Company provides notice of its election to redeem such shares of Series F Preferred Stock, whether pursuant to its Early Redemption Right, Optional Redemption Right or Change of Control Redemption Right.

(i)

The Company shall deliver the applicable Conversion Consideration no later than the third Business Day following the Conversion Date.

(j)

In connection with the exercise of any Change of Control Conversion Right, the Company shall comply with all U.S. federal and state securities laws and stock exchange rules in connection with any conversion of shares of Series F Preferred Stock into Conversion Consideration.

(k)

Notwithstanding anything to the contrary in this Section 10, no holder of Series F Preferred Stock will be entitled to convert any shares of Series F Preferred Stock into shares of Class A Common Stock to the extent that receipt of shares of Class A Common Stock upon the conversion of such shares of Series F Preferred Stock in accordance with this Section 10 would cause such person or any other person to violate Section 9.2 of Article IX of the Charter.

11.

Voting Rights.

(a)

Holders of the Series F Preferred Stock will not have any voting rights, except as set forth below.

 

 

 

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(b)

Whenever dividends on any shares of Series F Preferred Stock shall be in arrears for six or more quarterly periods, whether or not such quarterly periods are consecutive (a “Preferred Dividend Default”), the number of directors then constituting the Board of Directors shall be increased by two (if not already increased by reason of a similar arrearage with respect to any Parity Preferred (as hereinafter defined)), and the holders of such shares of Series F Preferred Stock will be entitled to vote separately as a class with all other series of preferred stock ranking on a parity with the Series F Preferred Stock as to dividends or upon liquidation and upon which like voting rights have been conferred and are exercisable, including, in that instance, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock (“Parity Preferred”), in order to fill the vacancies thereby created, for the election of a total of two additional directors of the Company (the “Preferred Stock Directors”) at a special meeting called by the Company at the request of holders of record of at least 10% of the Series F Preferred Stock or the holders of record of at least 10% of any series of Parity Preferred so in arrears (unless such request is received less than 90 days before the date fixed for the next annual meeting of stockholders) or at the next annual meeting of stockholders, and at each subsequent annual meeting until (or, if the directors are divided into classes, at the conclusion of the terms of each Preferred Stock Director) all dividends accumulated on such shares of Series F Preferred Stock and Parity Preferred 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 apart for payment. In the event the directors of the Company are divided into classes, each such vacancy shall be apportioned among the classes of directors to prevent stacking in any one class and to insure that the number of directors in each of the classes of directors, are as nearly equal as possible. Each Preferred Stock Director, as a qualification for election as such (and regardless of how elected) shall submit to the Board of Directors of the Company a duly executed, valid, binding and enforceable letter of resignation from the Board of Directors, to be effective upon the date upon which all dividends accumulated on such shares of Series F Preferred Stock and Parity Preferred 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 apart for payment, whereupon the terms of office of all persons elected as Preferred Stock Directors by the holders of the Series F Preferred Stock and any Parity Preferred shall, upon the effectiveness of their respective letters of resignation, forthwith terminate, and the number of directors then constituting the Board of Directors shall be reduced accordingly. A quorum for any meeting shall exist if at least a majority of the outstanding shares of Series F Preferred Stock and shares of Parity Preferred upon which like voting rights have been conferred and are exercisable are represented in person or by proxy at such meetings. Such Preferred Stock Directors shall be elected upon the affirmative vote of a plurality of the shares of Series F Preferred Stock and such Parity Preferred (regardless of liquidation preference) present and voting in person or by proxy at a duly called and held meeting at which a quorum is present. If and when all accumulated dividends and the dividend for the then current dividend period on the Series F Preferred Stock shall have been paid in full or declared and set apart for payment, the holders thereof shall be divested of the foregoing voting rights (subject to revesting in the event of each and every Preferred Dividend Default). Any Preferred Stock Director may be removed at any time with or without cause by, and shall not be removed otherwise than by the vote of, the holders of record of a majority of the outstanding shares of the Series F Preferred Stock when they have the voting rights described above (voting separately as a class with all series of Parity Preferred upon which like voting rights have been conferred and are exercisable). So long as a

 

 

 

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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 F Preferred Stock when they have the voting rights described above (voting separately as a class with all 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 properly coming before the Board of Directors. Notwithstanding the foregoing, in no event shall the holders of Series F Preferred Stock be entitled pursuant to this Section 11(b) to elect a director that would cause the Company to fail to satisfy a requirement relating to director independence of any securities exchange on which any class or series of the Company’s stock is listed.

(c)

So long as any shares of Series F Preferred Stock are outstanding, in addition to any other vote or consent of stockholders required by the Charter, the affirmative vote of at least two-thirds of the votes entitled to be cast by the holders of Series F Preferred Stock, at the time outstanding, voting separately as a class, given in person or by proxy, either in writing without a meeting or by vote at any meeting, shall be necessary for effecting or validating:

(i)

any voluntary termination or revocation of the status of the Company as a REIT;

(ii)

any amendment, alteration or repeal of any of the provisions of the Charter or these Articles Supplementary (whether by merger, consolidation or otherwise (an “Event”)) that materially and adversely affects any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption (the “Rights and Preferences”) of the Series F Preferred Stock or the holders thereof; providedhowever, that (x) the amendment of the provisions of the Charter so as to authorize, create or increase the authorized amount of any shares ranking on parity with or junior to the Series F Preferred Stock as to the payment of dividends or as to the distribution of assets upon liquidation, dissolution or winding up (including any increase in the number of authorized shares of Series F Preferred Stock) shall not be deemed to materially adversely affect the Rights and Preferences, and (y) any filing with the State Department of Assessments and Taxation of the State of Maryland by the Company, including in connection with an Event, shall not be deemed to be an amendment, alteration or repeal of any of the provisions of the Charter or these Articles Supplementary that materially and adversely affects the Rights and Preferences, provided that: (1) the Company is the surviving entity and the Series F Preferred Stock remain outstanding with the terms thereof materially unchanged in any respect adverse to the holders thereof; or (2) the resulting, surviving or transferee entity is organized under the laws of any state and substitutes or exchanges the Series F Preferred Stock for other preferred stock, shares or other equity interests having preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption thereof that are substantially similar to that of the Series F Preferred Stock (except for changes that do not materially and adversely affect the holders of Series F Preferred Stock); or

(iii)

the authorization, creation or the increase in the authorized number of shares of any class or series, or any security convertible into shares of any class or series of stock

 

 

 

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of the Company ranking prior to the Series F Preferred Stock as to distribution on any liquidation, dissolution or winding up of the Company or as to the payment of dividends;

providedhowever, that, in the case of each of subparagraphs (i), (ii) and (iii), no such vote of the holders of Series F Preferred Stock shall be required if, at or prior to the time when such amendment, alteration or repeal is to take effect, or when the issuance of any such prior shares or convertible security is to be made, as the case may be, all outstanding shares of Series F 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 or, in the case of an Event, regardless of the date of the transaction, the holders of the Series F Preferred Stock receive in the transaction their liquidation preference plus accrued and unpaid dividends.

For purposes of determining the voting rights of the holders of the Series F Preferred Stock under this Section 11(c), each holder will be entitled to one vote for each Liquidation Preference per share with respect to shares of the Series F Preferred Stock held by such holder. Whether the vote or consent of the holders of a plurality, majority or other portion of the shares of the Series F Preferred Stock has been cast or given on any matter on which the holders of shares of the Series F Preferred Stock are entitled to vote shall be determined by the Company by reference to the specified liquidation amounts of the shares voted or covered by the consent.

(a)

As to any voting right set forth in Section 11(c), the holders of Series F Preferred Stock shall have exclusive voting rights on any proposed amendment to the Charter that would alter only the contract rights the Series F Preferred Stock.

(b)

Except as expressly stated in these Articles Supplementary, the Series F Preferred Stock will not have any relative, participating, optional or other special voting rights and powers, and the consent of the holders thereof shall not be required for the taking of any corporate action, including but not limited to, any merger or consolidation involving the Company, or a sale of all or substantially all of the assets of the Company, or the liquidation or dissolution of the Company, irrespective of the effect that such merger, consolidation, sale, liquidation or dissolution may have upon the rights, preferences or voting power of the holders of the Series F Preferred Stock.

12.

Information Right. During any period during which the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and any shares of Series F Preferred Stock are outstanding, the Company will (i) transmit by mail (or other permissible means under the Exchange Act) to all holders of Series F Preferred Stock, as their names and addresses appear in the Company’s record books and without cost to such holders, copies of annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that the Company would have been required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act if the Company were subject thereto (other than any exhibits that would have been required) within 15 days after the respective dates by which the Company would have been required to file such reports with the United States Securities and Exchange Commission if the Company were subject to Section 13 or 15(d) of the Exchange Act (in each case, based on the dates on which the Company would be required to file such periodic reports if it were an “accelerated filer” within the meaning of the Exchange Act), and (ii) within 15 days

 

 

 

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following written request, supply copies of such reports to any prospective holder of the Series F Preferred Stock.

THIRD:

The classification of authorized but unissued shares as set forth in these Articles Supplementary does not increase the authorized stock of the Company or the aggregate par value thereof.

FOURTH:

These Articles Supplementary have been approved by the Board of Directors of the Company in the manner prescribed by the MGCL.

IN WITNESS WHEREOF, the undersigned, the President of the Company acknowledges these 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 acknowledges that to the best of his knowledge, information and belief, these matters and facts set forth herein are true in all material respects and that this statement is made under the penalties for perjury.

These Articles Supplementary have been executed under seal in the name of the Company and on its behalf by its President and attested to by its Secretary on this 19th day of October, 2012.

ATTEST

 

URSTADT BIDDLE PROPERTIES INC.

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Thomas D. Myers

 

By:

/s/ Willing L. Biddle

Thomas D. Myers

 

 

Willing L. Biddle

Secretary

 

 

President

 

 

[As Filed: 10-22-2012]