MEDICAL PROPERTIES TRUST, INC.

                  SECOND ARTICLES OF AMENDMENT AND RESTATEMENT

 

FIRST: MEDICAL PROPERTIES TRUST, INC., a Maryland corporation (the

"Corporation"), desires to amend and restate its Articles of Incorporation for a

second time (the "Charter") as currently in effect and as hereinafter amended.

Capitalized terms not defined when first used in this Charter are defined in

Article VI or Article XII.

 

SECOND: The following provisions are all the provisions of the Charter currently

in effect and as hereinafter amended:

 

                                    ARTICLE I

                                  INCORPORATOR

 

Kerry Sturbin, whose address is 11 East Chase Street, Suite 9E, Baltimore,

Maryland 21202, being at least 18 years of age, served as the incorporator of

and formed this Corporation under and by virtue of the general laws of the State

of Maryland.

 

                                   ARTICLE II

                                      NAME

 

The name of the corporation (the "Corporation") is Medical Properties Trust,

Inc.

 

                                   ARTICLE III

                                    PURPOSES

 

The purposes for which the Corporation is formed are to engage in any lawful act

or activity (including, without limitation or obligation, engaging in business

as a real estate investment trust (a "REIT") under Section 856 through 860 of

the Internal Revenue Code of 1986, as amended or any successor statute (the

"Code")) for which corporations may be organized under the Maryland General

Corporation Law as now or hereafter in force, or any successor statute, (the

"MGCL").

 

                                   ARTICLE IV

                  PRINCIPAL OFFICE IN STATE AND RESIDENT AGENT

 

4.1 Principal Address. The address of the principal office of the Corporation

within the State of Maryland, is 11 East Chase Street, Suite 9E, Baltimore,

Maryland 21202. The Corporation may have such other offices and places of

business within or outside the State of Maryland as the Board of Directors of

the Corporation (the "Board of Directors") may from time to time determine.

 

4.2 Registered Agent. The name of the resident agent of the Corporation within

the State of Maryland is National Registered Agents, Inc. of MD, a Maryland

corporation, and the address of such agent is 11 East Chase Street, Suite 9E,

Baltimore, Maryland 21202.

 

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                                    ARTICLE V

                                      STOCK

 

5.1 Authorized Shares. The Corporation is authorized to issue an aggregate of

110,000,000 shares of stock (the "Capital Stock"), consisting of (a) 100,000,000

shares of common stock, $0.001 par value per share (the "Common Stock") and (b)

10,000,000 shares of preferred stock, $0.001 par value per share (the "Preferred

Stock"). The aggregate par value of all of the shares of all of the classes of

stock of the Corporation is $110,000.

 

5.2 Common Stock. Subject to the rights of the holders of the Preferred Stock,

if any, and any other class of stock hereinafter created by the Corporation:

 

(a) the holders of the Common Stock shall have the exclusive right to vote for

the election of directors and on all other matters requiring stockholder action,

each share being entitled to one vote;

 

(b) distributions may be declared and paid or set apart for payment upon the

Common Stock out of any assets or funds of the Corporation legally available for

the payment of distributions, but only when, as, and if authorized by the Board

of Directors; and

 

(c) upon the voluntary or involuntary liquidation, dissolution or winding up of

the Corporation, the assets of the Corporation available for the distribution to

stockholders shall be distributed pro rata to the holders of the Common Stock.

 

5.3 Preferred Stock. Prior to issuance of any shares of Preferred Stock, the

Board of Directors by resolution shall, without action by the stockholders:

 

(a) designate that class or series to distinguish it from all other classes and

series of stock of the Corporation; and

 

(b) specify the number of shares to be included in the class or series;

 

(c) establish, subject to the provisions of Article VI and subject to the

express terms of any class or series of stock of the Corporation outstanding at

the time, the preferences, conversion or other rights, voting powers,

restrictions (including, without limitation, restrictions on transferability),

limitations as to distributions, qualifications and terms and conditions of

redemption for each class or series; and

 

(d) cause the Corporation to file articles supplementary with the State

Department of Assessments and Taxation of Maryland containing a description of

the stock as set or changed by the Board of Directors.

 

5.4 Stock Issuance. Except as otherwise specifically provided herein, the Board

of Directors may, without action by the stockholders:

 

(a) authorize the issuance from time to time of shares of stock of the

Corporation of any class or series, whether now or hereafter authorized, or

securities or rights convertible into shares of its stock of any class or

series, whether now or hereafter authorized, for such consideration as the Board

of Directors may deem advisable (or without consideration in the case of a stock

split or stock dividend);

 

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(b) classify or reclassify any unissued shares of the Common Stock or the

Preferred Stock by setting or changing in any one or more respects, from time to

time before issuance of such shares, the preferences, conversion or other

rights, voting powers, restrictions, limitations as to dividends,

qualifications, or terms or conditions of redemption of such shares.

 

5.5 Change in Authorized Shares. To the extent permitted under the MGCL, the

Board of Directors may, without action by the stockholders, amend the Charter to

increase or decrease the aggregate number of shares of Capital Stock or the

number of shares of Capital Stock of any class of Capital Stock that the

Corporation has authority to issue.

 

5.6 Fractional Shares. The Corporation may, without the consent or approval of

any stockholder, issue fractional shares of any class of Capital Stock.

 

5.7 Charter and Bylaws. All persons who shall acquire Capital Stock of the

Corporation shall acquire the same subject to the provisions of the Charter and

the Bylaws, as the Charter and the Bylaws may be amended from time-to-time.

 

                                   ARTICLE VI

                    RESTRICTION ON TRANSFER AND OWNERSHIP OF

                             SHARES OF CAPITAL STOCK

 

6.1 Definitions. For the purpose of this Article VI, the following terms shall

have the following meanings:

 

(a) The term "Beneficial Ownership" shall mean ownership of shares of Capital

Stock by a Person, whether the interest in the shares of Capital Stock is held

directly or indirectly (including by a nominee), and shall include (in addition

to direct ownership and indirect ownership through a nominee or similar

arrangement) interests that would be treated as owned through the application of

Section 544 of the Code, as modified by Section 856(h) of the Code. The terms

"Beneficial Owner," "Beneficially Owns" and "Beneficially Owned" shall have the

correlative meanings.

 

(b) The term "Benefit Plan Investor" shall have the meaning provided in 29

C.F.R. Section 2510.3-101(f)(2), or any successor regulation thereto.

 

(c) The term "Business Day" shall mean any day, other than a Saturday or Sunday,

that is neither a legal holiday nor a day on which banking institutions in New

York, New York are authorized or required by law, regulation or executive order

to close.

 

(d) The term "Charitable Beneficiary" shall mean one or more beneficiaries of

the Charitable Trust as determined pursuant to Section 6.3.7 of this Article VI,

provided that each such organization must be described in Sections 501(c)(3),

170(b)(1)(A) (other than clause (vii) or (viii) thereof) and 170(c)(2) of the

Code and contributions to each such organization must be eligible for deduction

under each of Sections 170(b)(1)(A), 2055 and 2522 of the Code.

 

(e) The term "Charitable Trust" shall mean any trust provided for in Section

6.2.1(b)(i) and Section 6.3.1 of this Article VI.

 

(f) The term "Charitable Trustee" shall mean the Person, unaffiliated with the

Corporation and a

 

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Prohibited Owner, that is appointed by the Corporation from time to time to

serve as trustee of the Charitable Trust.

 

(g) The "Closing Price" on any date shall mean the last sale price on such date

for such shares of Capital Stock, regular way, or, in case no such sale takes

place on such day, the average of the closing bid and asked prices, regular way,

for such shares of Capital Stock, in either case as reported on the principal

consolidated transaction reporting system with respect to securities listed or

admitted to trading on the NYSE or, if such shares of Capital Stock are not

listed or admitted to trading on the NYSE, as reported on the principal

consolidated transaction reporting system with respect to securities listed on

the principal national securities exchange on which such shares of Capital Stock

are listed or admitted to trading or, if such shares of Capital Stock are not

listed or admitted to trading on any national securities exchange, the last

quoted price, or, if not so quoted, the average of the high bid and low asked

prices, in the over-the-counter market, as reported by the Nasdaq Stock Market

or, if such system is no longer in use, the principal other automated quotation

system that may then be in use or, if such shares of Capital Stock are not

quoted by any such organization, the average of the closing bid and asked prices

as furnished by a professional market maker making a market in such shares of

Capital Stock selected by the Board of Directors or, in the event that no

trading price is available for such shares of Capital Stock, the fair market

value of such shares, as determined in good faith by the Board of Directors;

provided, if the date for which such determination is to be made is a day that

the NYSE is not open for trading, such determination shall be made for the most

recent day for which the NYSE was open for trading.

 

(h) The term "Constructive Ownership" shall mean ownership of shares of Capital

Stock by a Person, whether the interest in shares of Capital Stock is held

directly or indirectly (including by a nominee), and shall include any interests

that would be treated as owned through the application of Section 318(a) of the

Code, as modified by Section 856(d)(5) of the Code. The terms "Constructive

Owner," "Constructively Owns" and "Constructively Owned" shall have the

correlative meanings.

 

(i) The term "ERISA Investor" shall mean any holder of shares of Capital Stock

that is (i) an employee benefit plan subject to Title I of the Employee

Retirement Income Security Act of 1974, as amended ("ERISA"), (ii) a plan as

defined in Section 4975(e) of the Code (any such employee benefit plan or "plan"

described in clause (i) or this clause (ii) being referred to herein as a

"Plan"), (iii) a trust which was established pursuant to a Plan, or a nominee

for such trust or Plan, or (iv) an entity whose underlying assets include assets

of a Plan by reason of such Plan's investment in such entity.

 

(j) The term "Excepted Holder" shall mean a stockholder of the Corporation for

whom an Excepted Holder Limit is created by the Board of Directors pursuant to

Section 6.2.7.

 

(k) The term "Excepted Holder Limit" shall mean, provided that (and only so long

as) the affected Excepted Holder complies with all of the requirements

established by the Board of Directors pursuant to Section 6.2.7, and subject to

adjustment pursuant to Section 6.2.8, the percentage limit established by the

Board of Directors pursuant to Section 6.2.7.

 

(l) The term "Initial Date" shall mean the first day of the tax year in which

the Corporation elects to be taxed as a REIT.

 

(m) The term "Market Price" on any date shall mean, with respect to any class or

series of outstanding shares of Capital Stock, the Closing Price for such shares

of Capital Stock on such date.

 

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(n) The term "NYSE" shall mean the New York Stock Exchange, Inc.

 

(o) The term "Ownership Limit" shall mean (i) with respect to shares of Common

Stock, 9.8% (in value or number of shares, whichever is more restrictive) of the

outstanding Common Stock of the Corporation; and (ii) with respect to any class

or series of shares of Preferred Stock or other stock, 9.8% (in value or number

of shares, whichever is more restrictive) of the outstanding shares of such

class or series of Preferred Stock or other stock of the Corporation.

 

(p) The term "Person" shall mean an individual, corporation, partnership,

estate, trust (including a trust qualified under Sections 401(a) or 501(c)(17)

of the Code), portion of a trust permanently set aside for or to be used

exclusively for the purposes described in Section 642(c) of the Code,

association, private foundation within the meaning of Section 509(a) of the

Code, joint stock company, limited liability company, or other entity and also

includes a group as that term is used for purposes of Section 13(d)(3) of the

Securities Exchange Act of 1934, as amended.

 

(q) The term "Prohibited Owner" shall mean any Person who, but for the

provisions of this Article V, would Beneficially Own or Constructively Own

shares of Capital Stock, and if appropriate in the context, shall also mean any

Person who would have been the record owner of shares of Capital Stock that the

Prohibited Owner would have so owned.

 

(r) The term "Publicly Offered Securities" shall have the meaning provided in 29

C.F.R Section 2510.3-101(b)(2), or any successor regulation thereto.

 

(s) The term "Restriction Termination Date" shall mean the first day after the

Initial Date on which the Board of Directors determines that it is no longer in

the best interests of the Corporation to attempt to, or continue to, qualify as

a REIT or that compliance with the restrictions and limitations on Beneficial

Ownership, Constructive Ownership and Transfers of shares of Capital Stock set

forth herein is no longer required in order for the Corporation to qualify as a

REIT.

 

(t) The term "Transfer" shall mean any issuance, sale, transfer, gift,

assignment, devise or other disposition, as well as any other event (or any

agreement to take any such actions or cause any such events) that causes any

Person to acquire Beneficial Ownership or Constructive Ownership of shares of

Capital Stock or the right to vote or receive dividends on shares of Capital

Stock, including without limitation, (i) a change in the capital structure of

the Corporation, (ii) a change in the relationship between two or more Persons

which causes a change in ownership of shares of Capital Stock by application of

either Section 544 of the Code, as modified by Section 856(h) of the Code or

Section 318(a) of the Code, as modified by Section 856(d)(5) of the Code, (iii)

the grant or exercise of any option or warrant (or any disposition of any option

or warrant, or any event that causes any option or warrant not theretofore

exercisable to become exercisable), pledge, security interest or similar right

to acquire shares of Capital Stock, (iv) any disposition of any securities or

rights convertible into or exchangeable for shares of Capital Stock or any

interest in shares of Capital Stock or any exercise of any such conversion or

exchange right, and (v) Transfers of interests in other entities that result in

changes in Beneficial Ownership or Constructive Ownership of shares of Capital

Stock. For purposes of this Article VI, the right of a limited partner in

Medical Properties Trust Limited Partnership (or any successor thereto), to

require the partnership to redeem such limited partner's units of limited

partnership interest pursuant to Section 8.04 of the First Amended and Restated

Agreement of Limited Partnership of MPT Operating Partnership, L.P. shall not be

considered to be an option or similar right

 

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to acquire shares of Capital Stock of the Corporation so long as such Section

8.04 is not amended in a manner that would grant to a limited partner a legal

right to require that either MPT Operating Partnership, L.P. (or any successor

thereto) or the Corporation issue to such limited partner shares of Capital

Stock and so long as the restrictions in Section 8.04 of such Agreement apply to

the exercise of the rights set forth in such Section 8.04. The terms

"Transferring" and "Transferred" shall have the correlative meanings.

 

6.2 Restrictions on Ownership and Transferring Shares.

 

6.2.1. During the period commencing on the Initial Date and ending at the close

of business on the Restriction Termination Date:

 

(a) Basic Restrictions. (i) (1) No Person, other than an Excepted Holder, shall

Beneficially Own or Constructively Own shares of Capital Stock in excess of the

Ownership Limit, and (2) no Excepted Holder shall Beneficially Own or

Constructively Own shares of Capital Stock in excess of the Excepted Holder

Limit for such Excepted Holder.

 

(ii) No Person shall Beneficially Own or Constructively Own shares of Capital

Stock to the extent that (1) such Beneficial Ownership of shares of Capital

Stock would result in the Corporation being "closely held" within the meaning of

Section 856(h) of the Code (without regard to whether the ownership interest is

held during the last half of a taxable year), or (2) such Constructive Ownership

would cause either the Corporation to be considered to constructively own after

application of the constructive ownership rules of Section 856(d)(5) of the Code

an interest in a tenant that is described in Section 856(d)(2)(B) of the Code

for purposes of applying Section 856(c) of the Code or MPT Operating

Partnership, L.P. (or any successor thereto) to be considered to constructively

own after application of the constructive ownership rules of Section 856(d)(5)

of the Code, as modified by the rules of Section 7704(d) of the Code, an

interest in a tenant that is described in Section 856(d)(2)(B) of the Code for

purposes of applying Section 7704(d) of the Code.

 

(iii) No Person shall Transfer any shares of Capital Stock if, as a result of

the Transfer, the outstanding shares of all classes and series of Capital Stock

would be Beneficially Owned by less than 100 Persons (determined without

reference to the rules of attribution under Section 544 of the Code). Subject to

Section 6.5 of this Article VI and notwithstanding any other provisions

contained herein, any Transfer of shares of Capital Stock (whether or not such

Transfer is the result of a transaction entered into through the facilities of

the NYSE or any other national securities exchange or automated inter-dealer

quotation system) that, if effective, would result in outstanding shares of all

classes and series of Capital Stock being Beneficially Owned by less than 100

Persons (determined under the principles of Section 856(a)(5) of the Code) shall

be void ab initio, and the intended transferee shall acquire no rights in such

shares of Capital Stock.

 

(b) If any Transfer of shares of Capital Stock (whether or not such Transfer is

the result of a transaction entered into through the facilities of the NYSE or

any other national securities exchange or automated inter-dealer quotation

system) occurs which, if effective, would result in any Person Beneficially

Owning or Constructively Owning shares of Capital Stock in violation of Section

6.2.1(a)(i) or 6.2.1(a)(ii) of this Article VI, as applicable,

 

(i) then that number of shares of Capital Stock the Beneficial Ownership or

Constructive Ownership of which otherwise would cause such Person to violate

Section 6.2.1(a)(i) or 6.2.1(a)(ii)

 

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(rounded upward to the nearest whole share) shall be automatically transferred

to a Charitable Trust for the benefit of a Charitable Beneficiary, as described

in Section 6.3, effective as of the close of business on the Business Day prior

to the date of such Transfer, and such Person shall acquire no rights in such

shares of Capital Stock; or

 

(ii) if the transfer to the Charitable Trust described in clause (i) of this

sentence would not be effective for any reason to prevent the violation of

Section 6.2.1(a)(i) or 6.2.1(a)(ii), as applicable, then the Transfer of that

number of shares of Capital Stock that otherwise would cause any Person to

violate Section 6.2.1(a)(i) or 6.2.1(a)(ii), as applicable, shall be void ab

initio, and the intended transferee shall acquire no rights in such shares of

Capital Stock.

 

6.2.2. If the Board of Directors or any duly authorized committee thereof shall

at any time determine in good faith that a Transfer or other event has taken

place that results in a violation of Section 6.2.1 of this Article VI or that a

Person intends to acquire or has attempted to acquire Beneficial Ownership or

Constructive Ownership of any shares of Capital Stock in violation of Section

6.2.1 (whether or not such violation is intended), the Board of Directors or a

committee thereof shall take such action as it deems advisable to refuse to give

effect to or to prevent such Transfer or other event, including, without

limitation, causing the Corporation to redeem shares of Capital Stock, refusing

to give effect to such Transfer on the books of the Corporation or instituting

proceedings to enjoin such Transfer or other event; provided, however, that any

Transfer or attempted Transfer or other event in violation of Section 6.2.1

shall automatically result in the transfer to the Charitable Trust described

above, and, where applicable under Section 6.2.1(b)(ii), such Transfer (or other

event) shall be void ab initio as provided above irrespective of any action (or

non-action) by the Board of Directors or a committee thereof.

 

6.2.3. Any Person who acquires or attempts or intends to acquire Beneficial

Ownership or Constructive Ownership of shares of Capital Stock that will or may

violate Section 6.2.1(a), or any Person who would have owned shares of Capital

Stock that resulted in a transfer to the Charitable Trust pursuant to the

provisions of Section 6.2.1(b), shall immediately give written notice to the

Corporation of such event, or in the case of such a proposed or attempted

transaction, give at least 15 days prior written notice, and shall provide to

the Corporation such other information as the Corporation may request in order

to determine the effect, if any, of such acquisition or ownership on the

Corporation's status as a REIT.

 

6.2.4 During the period commencing on the Initial Date and ending at the close

of business on the Restriction Termination Date:

 

(a) Every stockholder of record of more than 5% (or such lower percentage as

required by the Code or the Treasury Regulations promulgated thereunder) of the

outstanding shares of Capital Stock, within 30 days after the end of each

taxable year, shall give written notice to the Corporation stating the name and

address of such owner, the number of shares Beneficially Owned, and a

description of the manner in which such shares of Capital Stock are held;

provided that a stockholder of record who holds outstanding shares of Capital

Stock as nominee for another Person, which other Person is required to include

in gross income the dividends received on such shares (an "Actual Owner"), shall

give written notice to the Corporation stating the name and address of such

Actual Owner and the number of shares of Capital Stock of such Actual Owner with

respect to which the stockholder of record is nominee. Each such stockholder of

record and each Actual Owner shall provide to the Corporation such additional

information as the Corporation may request in order to determine the

 

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effect, if any, of such Beneficial Ownership on the Corporation's status as a

REIT and to ensure compliance with the Ownership Limit.

 

(b) Each Person who is a Beneficial Owner or Constructive Owner of shares of

Capital Stock and each Person (including the stockholder of record) who is

holding shares of Capital Stock for a Beneficial Owner or Constructive Owner

shall provide to the Corporation such information as the Corporation may

request, in good faith, in order to determine the Corporation's status as a REIT

and to comply with requirements of any taxing authority or governmental

authority or to determine such compliance.

 

6.2.5. Subject to Section 6.5 of this Article VI, nothing contained in this

Section 6.2 shall limit the authority of the Board of Directors to take such

other action as it deems necessary or advisable to protect the Corporation and

the interests of its stockholders in preserving the Corporation's status as a

REIT.

 

6.2.6. In the case of an ambiguity in the application of any of the provisions

of this Section 6.2, Section 6.3 or any definition contained in Section 6.1 or

Article XII, the Board of Directors shall have the power to determine the

application of the provisions of this Section 6.2 or Section 6.3 with respect to

any situation based upon the facts known to it. If Section 6.2 or 6.3 requires

an action by the Board of Directors and the Charter of the Corporation fails to

provide specific guidance with respect to such action, the Board of Directors

shall have the power to determine the action to be taken so long as such action

is not contrary to the provisions of Sections 6.1, 6.2 or 6.3.

 

6.2.7.

 

(a) The Board of Directors, in its sole and absolute discretion, may grant to

any Person who makes a request therefor an exception from one or more of the

restrictions set forth in Section 6.2.1(a) with respect to the ownership of any

series or class of Capital Stock of the Corporation, and may establish or

increase the Excepted Holder Limit for such Person subject to the following

conditions and limitations: (A) the Board of Directors shall have determined

that (x) assuming such Person would Beneficially Own or Constructively Own the

maximum amount of shares of Common Stock and stock of the Corporation (other

than Common Stock) permitted as a result of the exception to be granted and (y)

assuming that all other Persons who would be treated as "individuals" for

purposes of Section 542(a)(2) of the Code (determined taking into account

Section 856(h)(3)(A) of the Code) would Beneficially Own or Constructively Own

the maximum amount of shares of Common Stock and stock of the Corporation (other

than Common Stock) permitted under this Article VI (taking into account any

exception, waiver or exemption granted under this Section 6.2.7 to (or with

respect to) such Persons), the Corporation would not fail to qualify as a REIT;

and (B) such Person provides to the Board of Directors such representations and

undertakings, if any, as the Board of Directors may, in its sole and absolute

discretion, determine to be necessary in order for it to make the determination

that the conditions set forth in clause (A) above of this Section 6.2.7(a) have

been and/or will continue to be satisfied (including, without limitation, an

agreement as to a reduced Ownership Limit or Excepted Holder Limit for such

Person with respect to the Beneficial Ownership or Constructive Ownership of one

or more other classes or series of shares of Capital Stock not subject to the

exception), and such Person agrees that any violation of such representations

and undertakings or any attempted violation thereof will result in the

application of the remedies set forth in Section 6.2 of this Article VI with

respect to shares of Capital Stock held in excess of the Ownership Limit or the

Excepted Holder Limit (as may be applicable) with respect to such Person

(determined without regard to the exception granted

 

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such Person under this paragraph (a)). If a member of the Board of Directors

requests that the Board of Directors grant an exception pursuant to this

paragraph (a) with respect to such member, or with respect to any other Person

if such member would be considered to be the Beneficial Owner or Constructive

Owner of shares of Capital Stock owned by such other Person, such member of the

Board of Directors shall not participate in the decision of the Board of

Directors as to whether to grant any such exception.

 

(b) In addition to exceptions permitted under paragraph (a) above, the Board of

Directors, in its sole and absolute discretion, may grant to any Person who

makes a request therefor (a "Requesting Person") an exception from the Ownership

Limit (or one or more elements thereof) if:

 

(i) such Person submits to the Board of Directors information satisfactory to

the Board of Directors, in its reasonable discretion, demonstrating that such

Requesting Person is not an individual for purposes of Section 542(a)(2) of the

Code (determined taking into account Section 856(h)(3)(A) of the Code);

 

(ii) such Requesting Person submits to the Board of Directors information

satisfactory to the Board of Directors, in its reasonable discretion,

demonstrating that no Person who is an individual for purposes of Section

542(a)(2) of the Code (determined taking into account Section 856(h)(3)(A) of

the Code) would be considered to Beneficially Own shares of Capital Stock in

excess of the Ownership Limit by reason of the Requesting Person's ownership of

shares of Capital Stock in excess of the Ownership Limit pursuant to the

exception granted under this subparagraph (b);

 

(iii) such Requesting Person submits to the Board of Directors information

satisfactory to the Board of Directors, in its reasonable discretion,

demonstrating that clause (2) of paragraph (a)(ii) of Section 6.2.1 will not be

violated by reason of the Requesting Person's ownership of shares of Capital

Stock in excess of the Ownership Limit pursuant to the exception granted under

this paragraph (b); and

 

(iv) such Requesting Person provides to the Board of Directors such

representations and undertakings, if any, as the Board of Directors may, in its

sole and absolute discretion, require to ensure that the conditions in clauses

(i), (ii) and (iii) hereof are satisfied and will continue to be satisfied

throughout the period during which such Requesting Person owns shares of Capital

Stock in excess of the Ownership Limit pursuant to any exception thereto granted

under this subparagraph (b), and such Requesting Person agrees that any

violation of such representations and undertakings or any attempted violation

thereof will result in the application of the remedies set forth in Section 6.2

with respect to shares of Capital Stock held in excess of the Ownership Limit

with respect to such Requesting Person (determined without regard to the

exception granted such Requesting Person under this paragraph (b)).

 

(c) Prior to granting any exception or exemption pursuant to paragraph (a) or

(b), the Board of Directors may require a ruling from the IRS or an opinion of

counsel, in either case in form and substance satisfactory to the Board of

Directors, in its sole and absolute discretion as it may deem necessary or

advisable in order to determine or ensure the Corporation's status as a REIT;

provided, however, that the Board of Directors shall not be obligated to require

obtaining a favorable ruling or opinion in order to grant an exception

hereunder.

 

(d) Subject to Section 6.2.1(a)(ii), an underwriter which participates in a

public offering or a private placement of shares of Capital Stock (or securities

convertible into or exchangeable for shares

 

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of Capital Stock) may Beneficially Own or Constructively Own shares of Capital

Stock (or securities convertible into or exchangeable for shares of Capital

Stock) in excess of the Ownership Limit, but only to the extent necessary to

facilitate such public offering or private placement; and provided that the

restrictions contained in Section 6.2.1(a) will not be violated following the

distribution by such underwriter of such shares of Capital Stock.

 

(e) The Board of Directors may only reduce the Excepted Holder Limit for an

Excepted Holder: (1) with the written consent of such Excepted Holder at any

time or (2) pursuant to the terms and conditions of the agreements and

undertakings entered into with such Excepted Holder in connection with the

establishment of the Excepted Holder Limit for that Excepted Holder. No Excepted

Holder Limit shall be reduced to a percentage that is less than the Ownership

Limit.

 

6.2.8 The Board of Directors may from time to time increase or decrease the

Ownership Limit, subject to the limitations provided in this Section 6.2.8.

 

(a) Any decrease may be made only prospectively as to subsequent holders (other

than a decrease as a result of a retroactive change in existing law, in which

case such change shall be effective immediately); and further, any decrease may

be made only to ensure the Corporation's status as a REIT.

 

(b) The Ownership Limit may not be increased if, after giving effect to such

increase, five Persons who are considered individuals pursuant to Section 542 of

the Code, as modified by Section 856(h)(3) of the Code (taking into account all

of the Excepted Holders), could beneficially Own, in the aggregate, more than

49% of the value of the outstanding shares of Capital Stock.

 

(c) Prior to the modification of the Ownership Limit pursuant to this Section

6.2.8, the Board of Directors may require such opinions of counsel, affidavits,

undertakings or agreements as it may deem necessary or advisable in order to

determine or ensure the Corporation's status as a REIT if the modification in

the Ownership Limit were to be made.

 

6.2.9. Each certificate for shares of Capital Stock (or securities exercisable

for or convertible into shares of Capital Stock) shall bear substantially the

following legend:

 

       The shares of Capital Stock represented by this certificate are subject

       to restrictions on Beneficial Ownership and Constructive Ownership and

       Transfer primarily for the purpose of the Corporation's maintenance of

       its status as a real estate investment trust (a "REIT") under the

       Internal Revenue Code of 1986, as amended (the "Code"). Except as

       expressly provided in the Charter, (i) no Person may Beneficially Own or

       Constructively Own shares of Common Stock of the Corporation in excess of

       9.8% (in value or number of shares, whichever is more restrictive) of the

       outstanding Common Stock of the Corporation unless such Person is an

       Excepted Holder (in which case the Excepted Holder Limit shall be

       applicable); (ii) with respect to any class or series of shares of

       Capital Stock other than Common Stock, no Person may Beneficially Own or

       Constructively Own more than 9.8% (in value or number of shares,

       whichever is more restrictive) of the outstanding shares of such class or

       series of such stock of the Corporation (collectively, (i) and (ii) are

       referred to herein as the "Ownership Limit"), unless such Person is an

       Excepted Holder (in which case the Excepted Holder Limit shall be

       applicable); (iii) no Person may Beneficially Own or Constructively Own

 

                                       10

<PAGE>

 

 

 

       shares of Capital Stock that would result in the Corporation being

       "closely held" under Section 856(h) of the Code, or would cause either

       the Corporation to be considered to constructively own after application

       of the constructive ownership rules of Section 856(d)(5) of the Code an

       interest in a tenant that is described in Section 856(d)(2)(B) of the

       Code for purposes of applying Section 856(c) of the Code or MPT Operating

       Partnership, L.P. (or any successor thereto) to be considered to

       Constructively Own after application of the constructive ownership rules

       of Section 856(d)(5) of the Code, as modified by the rules of Section

       7704(d) of the Code, an interest in a tenant that is described in Section

       856(d)(2)(B) of the Code for purposes of applying Section 7704(d) of the

       Code; (iv) no Person may Transfer shares of Capital Stock if such

       Transfer would result in shares of Capital Stock of the Corporation being

       owned by fewer than 100 Persons; and (v) no Person may Transfer any class

       or series of shares of Capital Stock if such Transfer would result in any

       of the Benefit Plan Investors, on any date, holding, individually or in

       the aggregate, 25 percent or more of the value of such class or series of

       shares of Capital Stock. An "Excepted Holder" means a stockholder of the

       Corporation for whom an Excepted Holder Limit is created by the Board of

       Directors. Any Person who Beneficially Owns or Constructively Owns or

       attempts to Beneficially Own or Constructively Own shares of Capital

       Stock which cause or will cause a Person to Beneficially Own or

       Constructively Own shares of Capital Stock in excess or in violation of

       the above limitations must immediately notify the Corporation. The term

       "Benefit Plan Investor" has the meaning provided in 29 C.F.R. Section

       2510.3-101(f)(2), or any successor regulation thereto. If any of the

       restrictions on Transfer are violated, the shares of Capital Stock

       represented hereby will be automatically transferred to a Charitable

       Trustee of a Charitable Trust for the benefit (except as otherwise

       provided in the Charter of the Corporation) of one or more Charitable

       Beneficiaries. In addition, upon the occurrence of certain events,

       attempted Transfers in violation of the restrictions described above may

       be void ab initio. A Person who (i) attempts to Beneficially Own or

       Constructively Own shares of Capital Stock in violation of the Transfer

       restrictions described above or, (ii) if such Person is a Benefit Plan

       Investor, attempts to hold, individually or in the aggregate, 25 percent

       or more of the value of any class or series of shares of Capital Stock in

       violation of the Transfer restrictions described above, shall have no

       claim, cause of action or any recourse whatsoever against a transferor of

       such shares of Capital Stock. All capitalized terms in this legend have

       the meanings defined in the Corporation's Charter, as the same may be

       amended from time to time, a copy of which, including the restrictions on

       Transfer, will be furnished to each holder of shares of Capital Stock of

       the Corporation on request and without charge.

 

Instead of the foregoing legend, the certificate may state that the Corporation

will furnish a full statement about certain restrictions on transferability to a

stockholder on request and without charge.

 

6.3. Transfer of Shares of Capital Stock.

 

6.3.1. Upon any purported Transfer or other event described in Section 6.2.1(b)

that would result in a transfer of shares of Capital Stock to a Charitable

Trust, such shares of Capital Stock shall be deemed to have been transferred to

the Charitable Trustee as trustee of a Charitable Trust for the exclusive

benefit of one or more Charitable Beneficiaries (except to the extent otherwise

provided in Section 6.3.5). Such transfer to the Charitable Trustee shall be

deemed to be effective as of the close of

 

                                       11

<PAGE>

 

business on the Business Day prior to any purported Transfer or other event that

otherwise results in the transfer to the Charitable Trust pursuant to Section

6.2.1(b). The Charitable Trustee shall be appointed by the Corporation and shall

be a Person unaffiliated with the Corporation and any Prohibited Owner. Each

Charitable Beneficiary shall be designated by the Corporation as provided in

Section 6.3.7.

 

6.3.2. Shares of Capital Stock held by the Charitable Trustee shall be issued

and outstanding shares of Capital Stock of the Corporation. The Prohibited Owner

shall have no rights in the shares of Capital Stock held by the Charitable

Trustee. The Prohibited Owner shall not benefit economically from ownership of

any shares of Capital Stock held in trust by the Charitable Trustee (except to

the extent otherwise provided in Section 6.3.5), shall have no rights to

dividends or other distributions, and shall not possess any rights to vote or

other rights attributable to the shares of Capital Stock held in the Charitable

Trust. The Prohibited Owner shall have no claim, cause of action or other

recourse whatsoever against the purported transferor of such shares of Capital

Stock.

 

6.3.3. The Charitable Trustee shall have all voting rights and rights to

dividends or other distributions with respect to shares of Capital Stock held in

the Charitable Trust, which rights shall be exercised for the exclusive benefit

of the Charitable Beneficiary (except to the extent otherwise provided in

Section 6.3.5). Any dividend or other distribution paid prior to the discovery

by the Corporation that shares of Capital Stock have been transferred to the

Charitable Trustee shall be paid with respect to such shares of Capital Stock to

the Charitable Trustee upon demand and any dividend or other distribution

authorized but unpaid shall be paid when due to the Charitable Trustee. Any

dividends or distributions so paid over to the Charitable Trustee shall be held

in trust for the Charitable Beneficiary. The Prohibited Owner shall have no

voting rights with respect to shares of Capital Stock held in the Charitable

Trust and, subject to Maryland law, effective as of the date that shares of

Capital Stock have been transferred to the Charitable Trustee, the Charitable

Trustee shall have the authority (at the Charitable Trustee's sole discretion)

(i) to rescind as void any vote cast by a Prohibited Owner prior to the

discovery by the Corporation that shares of Capital Stock have been transferred

to the Charitable Trustee and (ii) to recast such vote in accordance with the

desires of the Charitable Trustee acting for the benefit of the Charitable

Beneficiary; provided, however, that if the Corporation has already taken

irreversible action, then the Charitable Trustee shall not have the power to

rescind and recast such vote. Notwithstanding the provisions of this Article VI,

until the Corporation has received notification that shares of Capital Stock

have been transferred into a Charitable Trust, the Corporation shall be entitled

to rely on its stock transfer and other stockholder records for purposes of

preparing lists of stockholders entitled to vote at meetings, determining the

validity and authority of proxies, and otherwise conducting votes of

stockholders.

 

6.3.4. Upon any voluntary or involuntary liquidation, dissolution or winding up

of or any distribution of the assets of the Corporation, the Charitable Trustee

shall be entitled to receive, ratably with each other holder of shares of

Capital Stock of the class or series of shares of Capital Stock that is held in

the Charitable Trust, that portion of the assets of the Corporation available

for distribution to the holders of such class or series (determined based upon

the ratio that the number of shares of such class or series of shares of Capital

Stock held by the Charitable Trustee bears to the total number of shares of

Capital Stock of such class or series of shares of Capital Stock then

outstanding). The Charitable Trustee shall distribute any such assets received

in respect of the shares of Capital Stock held in the Charitable Trust in any

liquidation, dissolution or winding up or distribution of the assets of the

Corporation, in accordance with Section 6.3.5.

 

                                       12

<PAGE>

 

6.3.5. (a) Within 20 days of receiving notice from the Corporation that shares

of Capital Stock have been transferred to the Charitable Trust, the Charitable

Trustee of the Charitable Trust shall sell the shares of Capital Stock held in

the Charitable Trust (together with the right to receive dividends or other

distributions with respect to such shares of Capital Stock as to any shares of

Capital Stock transferred to the Charitable Trustee as a result of the operation

of Section 6.2.1(b)) to a person, designated by the Charitable Trustee, whose

ownership of the shares of Capital Stock will not violate the ownership

limitations set forth in Section 6.2.1(a). Upon such sale, the interest of the

Charitable Beneficiary in the shares of Capital Stock sold shall terminate and

the Charitable Trustee shall distribute the net proceeds of the sale to the

Prohibited Owner and to the Charitable Beneficiary as provided in this Section

6.3.5.

 

(b) A Prohibited Owner shall receive the lesser of (1) the net price paid by the

Prohibited Owner for the shares of Capital Stock or, if the Prohibited Owner did

not give value for the shares of Capital Stock in connection with the event

causing the shares of Capital Stock to be held in the Charitable Trust (e.g., in

the case of a gift, devise or other such transaction), the Market Price of the

shares of Capital Stock on the day of the event causing the shares of Capital

Stock to be held in the Charitable Trust, and (2) the net sales proceeds per

share received by the Charitable Trustee from the sale or other disposition of

the shares of Capital Stock held in the Charitable Trust. Any net sales proceeds

in excess of the amount payable to the Prohibited Owner shall be immediately

paid to the Charitable Beneficiary. If, prior to the discovery by the

Corporation that shares of Capital Stock have been transferred to the Charitable

Trustee, such shares of Capital Stock are sold by a Prohibited Owner, then (i)

such shares of Capital Stock shall be deemed to have been sold on behalf of the

Charitable Trust and (ii) to the extent that the Prohibited Owner received an

amount for such shares of Capital Stock that exceeds the amount that such

Prohibited Owner was entitled to receive pursuant to this Section 6.3.5, such

excess shall be paid to the Charitable Trustee upon demand.

 

6.3.6 Shares of Capital Stock transferred to the Charitable Trustee 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 (i) the price per share in the

transaction that resulted in such transfer to the Charitable Trust (or, in the

case of a devise, gift or other such transaction, the Market Price of the shares

of Capital Stock on the day of the event causing the shares of Capital Stock to

be held in the Charitable Trust) and (ii) the Market Price on the date the

Corporation, or its designee, accepts such offer. The Corporation shall have the

right to accept such offer until the Charitable Trustee has sold the shares of

Capital Stock held in the Charitable Trust pursuant to Section 6.3.5. Upon such

a sale to the Corporation, the interest of the Charitable Beneficiary in the

shares of Capital Stock sold shall terminate and the Charitable Trustee shall

distribute the net proceeds of the sale to the Prohibited Owner.

 

6.3.7 By written notice to the Charitable Trustee, the Corporation shall

designate from time to time one or more nonprofit organizations to be the

Charitable Beneficiary of the interest in the Charitable Trust such that (i)

shares of Capital Stock held in the Charitable Trust would not violate the

restrictions set forth in Section 6.2.1(a) in the hands of such Charitable

Beneficiary and (ii) each such organization must be described in Sections

501(c)(3), 170(b)(1)(A) and 170(c)(2) of the Code and contributions to each such

organization must be eligible for deduction under each of Sections 170(b)(1)(A),

2055 and 2522 of the Code.

 

6.4. Restrictions on Ownership and Transfer of Shares of Capital Stock by

Benefit Plans.

 

                                       13

<PAGE>

 

6.4.1.

 

(a) Notwithstanding any other provisions herein, if and to the extent that any

class or series of shares of Capital Stock do not constitute Publicly Offered

Securities, then Benefit Plan Investors may not, on any date, hold, individually

or in the aggregate, 25 percent or more of the value of such class or series of

shares of Capital Stock. For purposes of determining whether Benefit Plan

Investors hold, individually or in the aggregate, 25 percent or more of the

value of such class or series of shares of Capital Stock, the value of shares of

Capital Stock of such class held by any director or officer of the Corporation,

or any other Person who has discretionary authority or control with respect to

the assets of the Corporation, or any Person who provides investment advice for

a fee to the Corporation in connection with its assets, or an "affiliate" of

such person, as defined in 29 C.F.R. Section 2510.3-101(f)(3), or any successor

regulation thereto, shall be disregarded.

 

(b) If and to the extent that any class or series of shares of Capital Stock do

not constitute Publicly Offered Securities, then no Person shall Transfer any

shares of such Capital Stock if, as a result of the Transfer, the Benefit Plan

Investors, on any date, hold, individually or in the aggregate, 25 percent or

more of the value of such class or series of shares of Capital Stock in

violation of 6.4.1(a).

 

6.4.2.

 

(a) If any Transfers of shares of Capital Stock (whether or not such Transfer is

the result of a transaction entered into through the facilities of the NYSE or

any other national securities exchange or automated inter-dealer quotation

system) occurs which, if effective, would result in any of the Benefit Plan

Investors, on any date, holding, individually or in the aggregate, 25 percent or

more of the value of such class or series of shares of Capital Stock in

violation of 6.4.1 or would otherwise result in the underlying assets and

property of the Corporation becoming assets of any ERISA Investor:

 

(i) then that number of shares of Capital Stock the holding of which otherwise

would cause any Person to violate Section 6.4.1 (rounded upward to the nearest

whole share) shall be automatically transferred to a Charitable Trust for the

benefit of a Charitable Beneficiary, as described in Section 6.3, effective as

of the close of business on the Business Day prior to the date of such Transfer,

and such Person shall acquire no rights in such shares of Capital Stock; or

 

(ii) if the transfer to the Charitable Trust described in clause (i) of this

sentence would not be effective for any reason to prevent the violation of

Section 6.4.1, then the Transfer of that number of shares of Capital Stock that

otherwise would cause any Person to violate Section 6.4.1 shall be void ab

initio, and the intended transferee shall acquire no rights in such shares of

Capital Stock.

 

(b) If the Board of Directors or any duly authorized committee thereof shall at

any time determine in good faith that (i) a Transfer or other event has taken

place that results in a violation of Section 6.4.1 or will otherwise result in

the underlying assets and property of the Corporation becoming assets of any

ERISA Investor or (ii) that a Person intends to acquire or has attempted to

acquire or hold shares of Capital Stock in a manner that will result in a

violation of Section 6.4.1 or will otherwise result in the underlying assets and

property of the Corporation becoming assets of any ERISA Investor, the Board of

Directors or a committee thereof shall take such action as it deems advisable to

mitigate, prevent or cure the consequences that might result to the Corporation

from such Transfer or other event, including without limitation, refusing to

give effect to or preventing such Transfer or event through redemption of such

shares of Capital Stock or refusal to give effect to the Transfer or event on

 

                                       14

<PAGE>

 

the books of the Corporation or instituting proceedings to enjoin such Transfer

or other event; provided, however, that any Transfer or attempted Transfer or

other event in violation of Section 6.4.1 shall automatically result in the

transfer to the Charitable Trust described above, and, where applicable under

Section 6.4.2(a)(ii), such Transfer (or other event) shall be void ab initio as

provided above irrespective of any action (or non-action) by the Board of

Directors or a committee thereof.

 

6.4.3. Any Person who acquires or attempts or intends to acquire or hold shares

of Capital Stock that may violate Section 6.4.1, or any Person who would have

owned shares of Capital Stock that resulted in a transfer to the Charitable

Trust pursuant to the provisions of Section 6.4.2, shall provide to the

Corporation such information as the Corporation may request in order to

determine whether such acquisition or holding has resulted or will result in a

violation of Section 6.4.1 or otherwise has resulted or will result in the

underlying assets and property of the Corporation becoming assets of any ERISA

Investor, including the name and address of any Person for whom a nominee holds

shares of Capital Stock and whether the underlying assets of such Person include

assets of any Benefit Plan Investor.

 

6.4.4 The Board of Directors, in its sole and absolute discretion, may exempt an

ERISA Investor from the restrictions set forth in Section 6.4.1, provided that

the Board of Directors obtains such representations and undertakings from such

ERISA Investor as are reasonably necessary to ascertain that, as a result of

such exemption, the underlying assets and property of the Corporation will not

become assets of any ERISA Investor under ERISA.

 

6.5. NYSE. Nothing in this Article VI shall preclude the settlement of any

transaction entered into through the facilities of the NYSE or any other

national securities exchange or automated inter-dealer quotation system. The

fact that the settlement of any transaction takes place shall not negate the

effect of any other provision of this Article VI and any transferee in such a

transaction shall be subject to all of the provisions and limitations set forth

in this Article VI.

 

6.6 Enforcement. The Corporation is authorized specifically to seek equitable

relief, including injunctive relief, to enforce the provisions of this Article

VI.

 

6.7. Non-Waiver. No delay or failure on the part of the Corporation or the Board

of Directors in exercising any right hereunder shall operate as a waiver of any

right of the Corporation or the Board of Directors, as the case may be, except

to the extent specifically waived in writing.

 

6.8. Enforceability. If any of the restrictions on transfer of shares of Capital

Stock contained in this Article VI is determined to be void, invalid or

unenforceable by any court of competent jurisdiction, then the Prohibited Owner

may be deemed, at the option of the Corporation, to have acted as an agent of

the Corporation in acquiring such shares and to hold such shares on behalf of

the Corporation.

 

6.9. Amendments. Notwithstanding any other provisions of the MGCL or the Charter

to the contrary, the affirmative vote of stockholders holding at least

two-thirds of all of the votes entitled to be cast thereon shall be required to

amend, alter, change, repeal, or adopt any provisions inconsistent with, the

provisions of this Article VI.

 

                                       15

<PAGE>

 

                                   ARTICLE VII

                                    DIRECTORS

 

7.1. General. The business and affairs of the Corporation shall be managed by or

under the direction of the Board of Directors.

 

7.2. Election of Directors. Directors of the Corporation shall be elected by a

plurality of the votes cast at any meeting of stockholders at which directors

are to be elected and at which a quorum is present. Election of directors need

not be by written ballot.

 

7.3. Number and Terms of Directors. The number of directors of the Corporation

shall initially be fixed at 3, which number may be increased or decreased by the

directors pursuant to the Bylaws, but shall never be less than 1. The directors

shall be elected at the annual meeting of the stockholders and each director

shall be elected to serve until the next annual meeting of stockholders and

until his successor is duly elected and qualified or until his earlier

resignation or removal. The names of the persons who will serve as directors of

the Corporation until the next annual meeting of stockholders and until their

successors are duly elected and qualified are Edward K. Aldag, Jr., William G.

McKenzie and Emmett E. McLean.

 

7.4. Removal. A director may be removed from office, with or without cause, only

by the affirmative vote of the holders of not less than two-thirds of the

Capital Stock then outstanding and entitled to vote generally for the election

of directors; provided, however, that, in the case of any director elected

solely by holders of one or more classes of preferred stock, the director will

be subject to removal in the manner set forth in the Charter provisions

establishing the class or classes of preferred stock. For the purposes of this

Section 7.4, "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 a

court, (iii) gross negligence or gross dereliction of duty or (iv) commission or

omission of an act that constitutes willful misconduct or a willful violation of

law if such omission or action results in injury to the Corporation.

 

7.5. Determinations by Board. The determination as to any of the following

matters, made in good faith by or pursuant to the direction of the Board of

Directors consistent with the Charter and in the absence of actual receipt of an

improper benefit in money, property or services or active and deliberate

dishonesty established by a court, shall be final and conclusive and shall be

binding upon the Corporation and every holder of shares of its stock: the amount

of the net income of the Corporation for any period and the amount of assets at

any time legally available for the payment of dividends, redemption of its stock

or the payment of other distributions on its stock; the amount of paid-in

surplus, net assets, other surplus, annual or other net profit, net assets in

excess of capital, undivided profits or excess of profits over losses on sale of

assets; the amount, purpose, time of creation, increase or decrease, alteration

or cancellation of any reserves or charges and the propriety thereof (whether or

not any obligation or liability for which such reserves or charges shall have

been created shall have been paid or discharged); the fair value, or any sale,

bid or asked price to be applied in determining the fair value, of any asset

owned or held by the Corporation; any matter relating to the acquisition,

holding and disposition of any assets by the Corporation; or any other matter

relating to the business and affairs of the Corporation.

 

7.6. Rights of Objecting Stockholders. Holders of shares of Capital Stock of the

Corporation shall not be entitled to exercise any rights of an objecting

stockholder provided for under Title 3, Subtitle 2 of the Maryland General

Corporation Law unless the Board of Directors of the Corporation, upon the

 

                                       16

<PAGE>

 

affirmative vote of a majority of the entire Board of Directors, shall determine

that such rights shall apply, with respect to all or any classes or series of

Capital Stock, to a particular transaction or all transactions occurring after

the date of such determination in connection with which holders of such shares

of Capital Stock of the Corporation would otherwise be entitled to exercise such

rights.

 

                                  ARTICLE VIII

                             LIMITATION OF LIABILITY

 

8.1. Limitation of Director Liability. To the maximum extent permitted by

Maryland law in effect from time to time, no director or officer of the

Corporation shall be liable to the Corporation or its stockholders for money

damages. Neither the amendment nor repeal of this Article VIII, nor the adoption

or amendment of any other provision of the Charter or the Bylaws inconsistent

with this Article VIII, shall apply to or affect in any respect the

applicability of the preceding sentence with respect to any act or failure to

act which occurred prior to such amendment, repeal or adoption.

 

                                   ARTICLE IX

                                 INDEMNIFICATION

 

The Corporation shall have the power, to the maximum extent permitted by

Maryland law in effect from time to time, to obligate itself to indemnify, and

to pay or reimburse reasonable expenses in advance of final disposition of a

proceeding to, (a) any individual who is a present or former director or officer

of the Corporation or (b) any individual who, while a director or officer of the

Corporation and at the request of the Corporation, serves or has served as

director, officer, partner or trustee of another corporation, real estate

investment trust, partnership, limited liability company, joint venture, trust,

employee benefit plan or any other enterprise from and against any claim or

liability to which such person may become subject or which such person may incur

by reason of his status as a present or former director or officer of the

Corporation. The Corporation shall have the power, with the approval of the

Board of Directors, to provide such indemnification and advancement of expenses

to a person who served a predecessor of the Corporation in any of the capacities

described in (a) or (b) above or to any employee or agent of the Corporation or

a predecessor of the Corporation.

 

                                    ARTICLE X

                        APPLICABILITY OF CERTAIN STATUTES

 

10.1. Business Combination Statute. Notwithstanding any other provision of the

Charter or any contrary provision of law, the Maryland Business Combination

Statute, found in Title 3, subtitle 6 of the MGCL, as amended from time to time,

or any successor statute thereto, shall not apply to any "business combination"

(as defined in Section 3-601(e) of the MGCL, as amended from time to time, or

any successor statute thereto) of the Corporation and any Person.

 

10.2. Control Share Acquisition Statute. Notwithstanding any other provision of

the Charter or any contrary provision of law, the Maryland Control Share

Acquisition Statute, found in Title 3, subtitle 7 of the MGCL, as amended from

time to time, or any successor statute thereto shall not apply to any

acquisition of securities of the Corporation by any Person.

 

10.3. Unsolicited Takeover Statute. Notwithstanding any other provision of the

Charter or any contrary provision of law, Title 3, subtitle 8 of the MGCL, as

amended from time to time, or any successor statute thereto, shall not apply to

the Corporation.

 

                                       17

<PAGE>

 

                                   ARTICLE XI

                              AMENDMENT OF CHARTER

 

11.1. Amendment. The Corporation reserves the right from time to time to make

any amendment of the Charter, now or hereafter authorized by law, including any

amendment which alters the contract rights, as expressly set forth in the

Charter, of any of its outstanding stock, and all rights conferred by the

Charter on stockholders, directors and officers are granted subject to this

reservation.

 

                                   ARTICLE XII

                                   DEFINITIONS

 

Except as otherwise defined in Article VI, for purposes of the Charter, the

following terms shall have the following meanings:

 

(a) "Affiliate" and "Associate" shall have the respective meanings set forth in

Rule 12b-2 of the General Rules and Regulations under the Securities Exchange

Act of 1934, as amended, or any subsequent provisions replacing such Act, rules

and regulations.

 

(b) "Business Day" shall mean each day, other than a Saturday or Sunday, which

is not a day on which banking institutions in New York, New York are authorized

or required by law, regulation or executive order to close.

 

(c) "Group Acting in Concert" shall mean Persons seeking to combine or pool

their voting or other interests in the securities of the Corporation for a

common purpose, pursuant to any contract, understanding, relationship, agreement

or other arrangement, whether written, oral or otherwise, or any group of

Persons as described under Section 13(d)(3) of the Securities Exchange Act of

1934, as amended (or any subsequent provisions replacing such Act or the rules

and regulations promulgated thereunder). When Persons act together for any such

purpose, their group is deemed to have acquired their stock as a "Group Acting

in Concert".

 

(d) "Person" shall mean an individual or Group Acting in Concert, a corporation,

a partnership, an association, a joint stock company, a trust, a business trust,

a government or political subdivision, any unincorporated organization, or any

other association or entity.

 

THIRD: The foregoing Second Articles of Amendment and Restatement, and the

amendments set forth therein, were declared to be advisable by the Board of

Directors and approved by the stockholders of the Corporation as required by

law.

 

FOURTH: The current address of the principal office of the Corporation is set

forth in Article IV.

 

FIFTH: The name and address of the Corporation's current resident agent are as

set forth in Article IV.

 

SIXTH: The number of directors and the names of those currently in office are as

set forth in Article VII.

 

                                       18

<PAGE>

 

SEVENTH: There has been no change in the total number of shares of Capital Stock

which the Corporation had authority to issue or in the aggregate par value of

such shares.

 

EIGHTH: The undersigned President acknowledges these Second Articles of

Amendment and Restatement to be the corporate act of the Corporation and as to

all matters or facts required to be verified under oath, the undersigned

President acknowledges that, to the best of his knowledge, information and

belief, these matters and facts are true in all material respects and that this

statement is made under penalties of perjury.

 

                  {Signatures to appear on the following page.}

 

                                       19

<PAGE>

 

IN WITNESS WHEREOF, the Corporation has caused these Second Articles of

Amendment and Restatement to be signed in its name and on its behalf by its

President and, pursuant to a resolution of the Board of Directors authorizing

such attestation, attested to by its Treasurer on this 29 day of March, 2004.

 

                                          MEDICAL PROPERTIES TRUST, INC.

 

                                          By:/s/ Edward K. Aldag, Jr.

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

                                             Edward K. Aldag, Jr.

                                             Its President

 

ATTEST:

 

By:/s/ Emmett E. McLean

   --------------------

   Emmett E. McLean

   Its Treasurer

 

 

                              ARTICLES OF AMENDMENT

                                       OF

                         MEDICAL PROPERTIES TRUST, INC.

                  SECOND ARTICLES OF AMENDMENT AND RESTATEMENT

 

 

         MEDICAL PROPERTIES TRUST, INC., a Maryland corporation, hereby

certifies to the Maryland State Department of Assessments and Taxation (the

"Department") that:

 

         FIRST: The Corporation desires to amend the Second Articles of

Amendment and Restatement filed with the Department on March 30, 2004 (the

"Articles of Incorporation") as currently in effect and as hereinafter amended.

 

         SECOND: Section 6.2.1(a)(iii) of the Articles of Incorporation is

hereby amended by deleting the parenthetical phrase "(whether or not such

Transfer is a result of a transaction entered into through the facilities of the

NYSE or any other national securities exchange or automated inter-dealer

quotation system)" following the phrase "any Transfer of shares of Capital

Stock" in the second sentence thereof.

 

         THIRD: Section 6.4.1(b) of the Articles of Incorporation is hereby

amended by adding the phrase "Subject to Section 6.5 of this Article VI," at the

beginning of the first sentence thereof.

 

         FOURTH: Section 6.4.2(a) of the Articles of Incorporation is hereby

amended by adding the phrase "Subject to Section 6.5 of this Article VI," at the

beginning of the first sentence thereof and by deleting the parenthetical phrase

"(whether or not such Transfer is a result of a transaction entered through the

facilities of NYSE or any other national securities exchange or automated

inter-dealer quotation system)" following the words, "any Transfers of shares of

Capital Stock" in the first sentence thereof.

 

         FIFTH: The amendments to the Articles of Incorporation set forth in

these Articles of Amendment were unanimously advised by the entire Board of

Directors of the Corporation and approved by all of the stockholders of the

Corporation.

 

         SIXTH: The undersigned Chief Executive Officer of the Corporation

acknowledges these Articles of Amendment to be the corporate act of the

Corporation and, as to all matters or facts required to be verified under oath,

the undersigned Chief Executive Officer of the Corporation acknowledges that to

the best of his knowledge, information and belief, these matters and facts are

true in all material respects and that this statement is made under the

penalties of perjury.

 

 

 

                       [Signatures on the following page]

 

 

<PAGE>

 

 

 

 

         IN WITNESS WHEREOF, the Corporation has caused these Articles of

Amendment to be executed under seal in its name and on its behalf by its Chief

Executive Officer, and attested to by its Secretary, on this 19th day of

October, 2005.

 

 

ATTEST:                               MEDICAL PROPERTIES TRUST, INC.

 

 

 

/s/ Michael G. Stewart                By: /s/ Edward K. Aldag, Jr.

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

Michael G. Stewart                       Name: Edward K. Aldag, Jr.

Secretary                                Title: Chairman, President and Chief

                                                 Executive Officer

 

 

 

ARTICLES OF AMENDMENT

OF

MEDICAL PROPERTIES TRUST, INC.

MEDICAL PROPERTIES TRUST, INC., a Maryland corporation (the “Corporation”), hereby certifies to the Maryland State Department of Assessments and Taxation (the “Department”) that:

FIRST:

The Charter of the Corporation as currently in effect is hereby amended by deleting existing Section 5.1 in its entirety and substituting in lieu thereof a new Section 5.1 to read as follows:

Authorized Shares. The Corporation is authorized to issue an aggregate of 260,000,000 shares of stock (the “Capital Stock”), consisting of (a) 250,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”), and (b) 10,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”). The aggregate par value of all of the shares of all of the classes of stock of the Corporation is $260,000.”

SECOND:

The total number of shares of stock which the Corporation had authority to issue immediately prior to the foregoing amendment of the Charter was 160,000,000 shares of stock, consisting of 150,000,000 shares of Common Stock, $.001 par value per share, and 10,000,000 shares of Preferred Stock, $.001 par value per share. The aggregate par value of all authorized shares of stock having par value was $160,000.

 

THIRD:

The total number of shares of stock which the Corporation has authority to issue pursuant to the foregoing amendment of the Charter is 260,000,000 shares of stock, consisting of 250,000,000 shares of Common Stock, $.001 par value per share, and 10,000,000 shares of Preferred Stock, $.001 par value per share. The aggregate par value of all authorized shares of stock having par value is $260,000.

 

FOURTH:

The information required by Section 2-607(b)(2)(i) of the Maryland General Corporation Law is not changed by the foregoing amendment of the Charter.

 

FIFTH:

The foregoing amendment to the Charter has been approved by a majority of the entire Board of Directors and the amendment is limited to changes expressly permitted by the Maryland General Corporation Law to be made without action by the stockholders.

 

SIXTH:

The undersigned President and Chief Executive Officer of the Corporation acknowledges these Articles of Amendment to be the corporate act of the


Corporation and as to all matters or facts required to be verified under oath, the undersigned President and Chief Executive Officer of the Corporation acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and this statement is made under the penalties of perjury.

[Signature page follows]


IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its President and Chief Executive Officer and attested to by its Executive Vice President, Chief Operating Officer, Treasurer and Secretary on this 27th day of January, 2012.

MEDICAL PROPERTIES TRUST, INC.

By:

/s/ Edward K. Aldag, Jr.

Name:

Edward K. Aldag, Jr.

Title:

Chairman, Chief Executive Officer

and President

ATTEST:

/s/ Emmet E. McLean

Emmet E. McLean

Executive Vice President, Chief Operating Officer,

Treasurer and Secretary

 

 

MEDICAL PROPERTIES TRUST, INC.

ARTICLES OF AMENDMENT

Medical Properties Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that:

FIRST: The charter of the Corporation is hereby amended by deleting Section 7.2 thereof in its entirety and replacing it with the following:

7.2. Election of Directors. Directors of the Corporation shall be elected at any meeting of stockholders at which directors are to be elected and at which a quorum is present. Election of directors need not be by written ballot.

SECOND: The amendment to the charter of the Corporation as set forth above has been duly advised by the Board of Directors and approved by the stockholders of the Corporation as required by law.

THIRD: these Articles of Amendment shall become effective upon filing with the Department.

FOURTH: The undersigned officer acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters and facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Executive Vice President and Chief Financial Officer and attested to by its Executive Vice President, Chief Operating Officer, Treasurer and Secretary on this          day of May, 2015.

 

MEDICAL PROPERTIES TRUST, INC.

By:

/s/ R. Steven Hamner

Name:

R. Steven Hamner

Title:

Executive Vice President and Chief Financial Officer

 

ATTEST:

/s/ Emmett E. McLean

Emmett E. McLean

Executive Vice President, Chief Operating Officer, Treasurer and Secretary

 

[As Filed: 06-26-2015]