===============================================================================
FIRST SUPPLEMENTAL
INDENTURE
CENTERPOINT PROPERTIES TRUST
AND
THE FIRST NATIONAL BANK OF CHICAGO,
AS TRUSTEE
DATED AS OF SEPTEMBER 1,1997
SUPPLEMENTING THE INDENTURE
DATED AS OF DECEMBER 10, 1993
===============================================================================
FIRST SUPPLEMENTAL INDENTURE
This FIRST SUPPLEMENTAL INDENTURE (the "First Supplemental Indenture")
dated as of September 1, 1997, between CENTERPOINT PROPERTIES TRUST, a Maryland
real estate investment trust (the "Trust"), and THE FIRST NATIONAL BANK OF
CHICAGO, a national banking institution duly established, existing and
authorized to accept and execute trusts of the character herein set out under
and by virtue of the laws of the United States of America, with its principal
corporate trust office, domicile and post office address at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, herein called the "Trustee."
W I T N E S S E T H:
WHEREAS, the CenterPoint Properties Corporation, a Maryland corporation
(the "Company"), has heretofore executed and delivered to the Trustee that
certain Indenture dated as of December 10, 1993 (the "Original Indenture"),
pursuant to which the Company issued its 8.22% Convertible Subordinated
Debentures due 2004 (the "Debentures"); and
WHEREAS, the Company and the Trust have entered into a Plan of
Reorganization dated as of September 1, 1997 (the "Plan of Reorganization")
pursuant to which the Company will merge (the "Merger") with and into the Trust
with the Trust as the surviving entity, on the terms and conditions set forth in
the Plan of Reorganization; and
WHEREAS, the Merger shall become effective on the day and time (the
"Effective Date") at which the last of the following actions shall have been
completed: (i) the Plan of Reorganization shall have been authorized, in
accordance with the requirements of the laws of the State of Maryland, by the
affirmative vote of the holders of at least two-thirds of the aggregate number
of shares of the Common Stock of the Company then outstanding and entitled to
vote thereon, and shall have been authorized by the Company as the sole
shareholder of the Trust; (ii) the Common Shares of the Trust issuable to the
stockholders of the Company pursuant to the Plan of Reorganization and the 8.22%
Convertible Subordinated Debentures due 2004 of the Trust issuable to the
holders of the Debentures shall have been authorized for listing on the New York
Stock Exchange, upon official notice of issuance; and (iii) Articles of Merger
reflecting the Merger shall have been executed and filed in accordance with
Section 3-107 of the Maryland General Corporation Law and Section 8-501.1(g) of
Title 8 of the Maryland Corporations and Associations Code; and
WHEREAS, all acts and proceedings required by law, by the Trust's
Declaration of Trust and By-laws and by the provisions of the Original Indenture
necessary to constitute this First Supplemental Indenture a valid and binding
agreement and supplement to the Original Indenture, in accordance with its
terms, have been done and taken and the execution and delivery of this First
Supplemental Indenture have in all respects been duly authorized.
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
That the Trust, in consideration of the premises and other good and
valuable consideration, hereby covenants and agrees to and with the Trustee as
follows:
ARTICLE I
ASSUMPTION OF OBLIGATIONS
SECTION 1.1 ASSUMPTION OF OBLIGATIONS. From and after the Effective
Date, the Trust does hereby assume, covenant and agree fully, completely and
timely to pay, perform, be bound by, comply with and discharge each of the
obligations, duties and liabilities of the Company under and pursuant to the
Original Indenture and the Debentures. The Trust's assumption of and agreement
to pay, perform, be bound by, comply with and discharge each of the obligations
of the Company under and pursuant to the Original Indenture and the Debentures
shall have the same force and effect as though the Trust had originally executed
and delivered the Original Indenture and the Debentures as the "Company"
thereunder.
SECTION 1.2 REFERENCES. From and after the Effective Date, all
references in the Original Indenture to the "Company" shall mean and refer to
the Trust; all references in the Original Indenture to the "Board of Directors
of the Company" shall mean and refer to the Board of Trustees of the Trust or
any committee of the Board of Trustees; and all references in the Original
Indenture to "Capital Stock" shall mean and refer to shares of beneficial
interest of the Trust, including all common shares and preferred shares.
SECTION 1.3. ADDITIONAL DOCUMENTS. The Trust hereby agrees upon the
request of the Trustee to execute and deliver, record and file, at any time and
from time to time such additional documents, instruments and agreements which
the Trustee deems reasonably necessary for more fully amending and supplementing
the Original Indenture and the Debentures to reflect the Trust's assumption of
the obligations, indebtedness and liabilities thereunder and its agreements
hereunder.
SECTION 1.4 EXCULPATORY ACKNOWLEDGMENT. Neither shareholders nor the
trustees, officers, employees or agents of the Trust shall be liable under the
Original Indenture, the First Supplemental Indenture or the Debentures and the
holders of the Debentures and the Trustee shall look solely to the Trust for
payment of any claim under or performance of the terms of the Original
Indenture, the First Supplemental Indenture or the Debentures.
SECTION 1.5 EFFECT OF FIRST SUPPLEMENTAL INDENTURE. Except as expressly
set forth herein, this First Supplemental Indenture shall not be deemed or
construed to amend, modify or
alter any term, covenant or condition of the Original Indenture or the
Debentures and all of such terms, covenants and conditions shall remain in
full force and effect.
ARTICLE II
MISCELLANEOUS
SECTION 2.1 DEFINITIONS OF TERMS. The terms used in this First
Supplemental Indenture shall have the meanings assigned to them in the Original
Indenture, unless otherwise provided herein.
SECTION 2.2 OFFICERS' CERTIFICATE AND LEGAL OPINION. In accordance with
the requirements of Section 5.1 of the Original Indenture, attached hereto as
Exhibit A is an Officers' Certificate of the Company and attached hereto as
Exhibit B is an Opinion of Counsel.
SECTION 2.3. RATIFICATION OF ORIGINAL INDENTURE. In all respects not
inconsistent with the terms and provisions of this First Supplemental Indenture,
the Original Indenture is hereby ratified, approved and confirmed.
SECTION 2.4 BINDING EFFECT. This First Supplemental Indenture shall
inure to the benefit of and shall be binding upon the Trust and the Trustee and
their respective successors and assigns.
SECTION 2.5 SEVERABILITY. In the event any provision of this First
Supplemental Indenture shall be held invalid or unenforceable by any court of
competent jurisdiction, such holding shall not invalidate or render
unenforceable any other provisions hereof.
SECTION 2.6 EXECUTION IN COUNTERPARTS. This First Supplemental
Indenture may be simultaneously executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same
instrument.
SECTION 2.7 GOVERNING LAW. The laws of the State of Illinois shall
govern this First Supplemental Indenture without regard to principles of
conflicts of law.
IN WITNESS WHEREOF, CENTERPOINT PROPERTIES TRUST has caused these presents
to be signed in its name and on its behalf by its President and its corporate
seal to be hereunto affixed and attested by its Secretary and to evidence its
acceptance of the trusts hereby created THE FIRST NATIONAL BANK OF CHICAGO has
caused these presents to be signed in its name and on its behalf by its
__________, its official seal to be hereunto affixed, and the same to be
attested by its_______________, all as of the day and year first above written.
CENTERPOINT PROPERTIES TRUST
By: ____________________________________
President
(SEAL)
Attest:
____________________________________
Secretary
THE FIRST NATIONAL BANK OF CHICAGO, AS TRUSTEE
By: ____________________________________
(SEAL)
Attest:
____________________________________
