BOSTON PROPERTIES LIMITED PARTNERSHIP CERTIFICATE OF DESIGNATIONS ESTABLISHING AND FIXING THE RIGHTS, LIMITATIONS AND PREFERENCES OF A SERIES OF PREFERRED UNITSBoston Properties Inc • March 22nd, 2013 • Real estate investment trusts
Reference is made to the Second Amended and Restated Agreement of Limited Partnership, as amended (the “Partnership Agreement”), of Boston Properties Limited Partnership, a Delaware limited partnership (the “Partnership”), of which this Certificate of Designations (this “Certificate”) shall become a part. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the main part of the Partnership Agreement. Section references are (unless otherwise specified) references to sections in this Certificate.
BOSTON PROPERTIES, INC. 8,000,000 Depositary Shares Each Representing 1/100th of a Share of (Liquidation Preference Equivalent to $25.00 Per Depositary Share) UNDERWRITING AGREEMENTUnderwriting Agreement • March 22nd, 2013 • Boston Properties Inc • Real estate investment trusts • New York
Boston Properties, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as managers (the “Managers”), the number of its depositary shares (the “Depositary Shares”), each representing 1/100th of a share of its 5.25% Series B Cumulative Redeemable Preferred Stock, par value $.01 per share, liquidation preference $25.00 per Depositary Share (the “Series B Stock”), set forth in Schedule I hereto (the “Firm Shares”). The Company also proposes to issue and sell to the Managers not more than the number of additional Depositary Shares set forth in Schedule I hereto (the “Additional Shares”) if and to the extent that you, as Managers of the offering, shall have determined to exercise the right to purchase such Depositary Shares granted to the Managers in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” If t
