EXHIBIT 10.1


 


U.S. $500,000,000*


CENTERPOINT PROPERTIES TRUST


MEDIUM-TERM NOTES


 


DISTRIBUTION AGREEMENT


 


July 7, 2004


 


Wachovia Capital Markets, LLC


Banc One Capital Markets, Inc.


Banc of America Securities LLC


ABN AMRO Incorporated


Lehman Brothers Inc.


c/o Wachovia Capital Markets, LLC


One Wachovia Center


301 S. College Street


Charlotte, North Carolina  28288


 


Ladies and
Gentlemen:


 


CenterPoint
Properties Trust, a Maryland real estate investment trust (the “Company”),
confirms its agreement with you (each, an “Agent,” and, together, the “Agents”)
with respect to the issuance and sale by the Company of up to an aggregate of
$500,000,000* in gross proceeds of its Medium-Term Notes Due Nine Months or
More from Date of Issuance (the “Notes”). 
The Notes are to be issued from time to time pursuant to an indenture,
dated as of March 12, 2004 (the “Original Indenture”), by and between the
Company and SunTrust Bank, as trustee (the “Trustee”), as supplemented by the First
Supplemental Indenture, dated as of July 7, 2004 (the “First Supplement”), by and
between the Company and the Trustee (the Original Indenture, as supplemented,
and as may be further supplemented and amended from time to time, is referred
to as the ”Indenture.”)


 


The Notes shall
have the maturity ranges, applicable interest rates or interest rate formulas,
specified currencies, issue prices, redemption and repayment provisions and
other terms set forth in the Prospectus referred to in Section 1(a) as it
may be amended or supplemented from time to time, including any supplement
providing for the interest rate, maturity and other terms of any Note (a “Pricing
Supplement”).  The Notes will
be issued, and the terms thereof established, from time to time, by the Company
in accordance with the Indenture and the procedures referred to below.  This Agreement shall only apply to sales of
the Notes and not to sales of any other securities or evidences of indebtedness
of the Company and only on the specific terms set forth herein.


 












*              Or
the U.S. dollar equivalent in certain specified foreign currencies, composite
currencies or currency units.


 

















 


Subject to the
terms and conditions stated herein and to the reservation by the Company of the
right to sell its Notes directly on its own behalf, the Company hereby (i) appoints
the Agents, on a non-exclusive basis, as the agents of the Company for the
purpose of soliciting and receiving offers to purchase Notes from the Company
and (ii) agrees that whenever the Company determines to sell Notes
directly to the Agents as principals it will enter into a separate agreement
(each a “Purchase
Agreement”).  Each such
Purchase Agreement, whether oral (and confirmed in writing, which may be by
facsimile transmission) or in writing, shall be with respect to such
information (as applicable) as specified in Exhibit C hereto, relating to
such sale in accordance with Section 2(e) hereof.


 


Section 1.              Representations and Warranties. 
The Company represents and warrants to the Agents as of the date hereof,
as of the Closing Date (defined herein) and as of the times referred to in
Sections 6(a) and 6(b) hereof (the Closing Date and each such time being
hereinafter sometimes referred to as a “Representation Date”), as follows:


 


(a)           Two registration statements (File Nos.
333-113572 and 333-42748) on Form S-3, and amendments thereto, with
respect to, among other things, the Notes, have been prepared and filed by the
Company in conformity with the requirements of the Securities Act of 1933, as
amended (the “Act”), and the rules and regulations (the “Rules and
Regulations”) of the Securities and Exchange Commission (the “Commission”)
thereunder, and have become effective under the Act.  The Indenture has been qualified under the Trust Indenture Act of
1939, as amended (the “Trust Indenture Act”).  As used in this Agreement, (i) “Registration Statement” means such two
registration statements, collectively, (including all documents incorporated
therein by reference) when each became effective under the Act, and as from
time to time amended or supplemented thereafter, or, if later, at the time of
the Company’s filing of an annual report pursuant to the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) (if any post-effective
amendment to any such registration statement has been filed with the Commission
prior to the execution and delivery of this Agreement, the time the most recent
such amendment has been declared effective by the Commission); (ii) “Basic Prospectus” means the most recently
filed prospectus (including all documents incorporated therein by reference)
included in the Registration Statement; and (iii) “Prospectus” means the Basic Prospectus
(including all documents incorporated therein by reference) and any amendments
or supplements thereto (including the applicable Pricing Supplement) relating
to the Notes, as filed with the Commission pursuant to paragraph (b) of
Rule 424 of the Rules and Regulations. 
The Commission has not issued any order preventing or suspending the use
of the Prospectus.  Any reference in
this Agreement to amending or supplementing the Prospectus shall be deemed to
include the filing of materials incorporated by reference in the Prospectus
after the Closing Date (defined herein).


 


(b)           The Registration Statement and each
Prospectus conformed, and the Registration Statement and each Prospectus will
conform as of the applicable Representation Date and at all times during each
period during which, in the opinion of counsel for the Agents, a prospectus
relating to the Notes is required to be delivered under the Act and
solicitation has not been suspended by the Company under Section 2(b)


 


2

















 


(each a “Marketing Period”), in all material respects to the
requirements of the Act, the Exchange Act, the Trust Indenture Act and the
Rules and Regulations; the Indenture, including any amendments and supplements
thereto, conforms with the requirements of the Trust Indenture Act and the
Rules and Regulations; and the Registration Statement, at the time it became
effective, or, if later, at the time of the Company’s filing of an annual
report pursuant to the Exchange Act, did not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading and the Registration
Statement and each Prospectus do not, and will not as of the applicable
Representation Date and at all times during each Marketing Period, contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not
misleading, with respect to the Prospectus only, in light of the circumstances
under which they were made; provided, however, that no representation
or warranty is made as to information contained in or omitted from the
Registration Statement or any Prospectus in reliance upon and in conformity
with written information furnished to the Company by the Agents specifically
for inclusion therein or to any statements in or omissions from the statement
of eligibility and qualification on Form T-1 (the “Form T-1”) of the
Trustee under the Trust Indenture Act.


 


(c)           The Company and CP Financing Trust, a
Maryland real estate investment trust (“CPFT”), have been duly organized under
the Maryland REIT Law and are validly existing as real estate investment trusts
in good standing under the laws of Maryland and are duly qualified to do
business and in good standing as foreign trusts in each jurisdiction in which
their respective ownership or lease of property or the conduct of their
respective business requires such qualification, and have all power and
authority necessary to own or hold their respective properties and to conduct
the businesses in which they are engaged.


 


Other than CPFT, the Company’s subsidiaries have been
duly incorporated and are validly existing as corporations in good standing
under the laws of their respective jurisdictions of incorporation, are duly
qualified to do business and are in good standing as foreign corporations in
each jurisdiction in which their respective ownership or lease of property or
the conduct of their respective businesses requires such qualification, except
in any such case where the failure to so qualify or be in good standing would
not have a material adverse effect upon the Company and its subsidiaries taken
as a whole; and have all corporate power and authority necessary to own or hold
their respective properties and to conduct the businesses in which they are
engaged; and, except for CPFT, none of the subsidiaries of the Company is a
“significant subsidiary,” as such term is defined in Rule 405 of the Rules and
Regulations.


 


(d)           The Company has an authorized
capitalization as set forth in the Prospectus, and all of the issued shares of
beneficial interest of the Company have been duly and validly authorized and
issued, are fully paid and non-assessable and conform to the description
thereof contained in the Prospectus; and all of the issued shares of capital
stock or issued shares of beneficial interest, as applicable, of each
subsidiary of the Company have been duly and validly authorized and issued and
are fully paid and non-assessable


 


3

















 


and except as set forth in the Prospectus are owned directly or
indirectly by the Company as described in the Prospectus, free and clear of all
liens, encumbrances, equities or claims.


 


(e)           This Agreement and the Indenture have
been and, in the case of any applicable Purchase Agreement at the time of execution
will be, duly authorized, executed and delivered by the Company and constitute
the valid and binding agreements of the Company, enforceable against the
Company in accordance with their respective terms; the execution, delivery and
performance of this Agreement and any applicable Purchase Agreement and the
Indenture by the Company and the consummation of the transactions contemplated
hereby and thereby have been, or in the case of any applicable Purchase
Agreement at the time of execution will be, duly authorized by all necessary
corporate action and did not and will not conflict with or result in a breach
or violation of any of the terms or provisions of, or constitute a default
under, or result in the creation or imposition of any lien, charge or encumbrance
upon any of the properties or assets of the Company or any of its subsidiaries
pursuant to any material indenture, mortgage, deed of trust, loan agreement or
other agreement or instrument to which the Company or any of its subsidiaries
is a party or by which the Company or any of its subsidiaries is bound or to
which any of the property or assets of the Company or any of its subsidiaries
is subject, nor did or will such actions result in any violation of the
provisions of the declaration of trust or charter, as the case may be, or
by-laws of the Company or any of its subsidiaries or any statute or any order,
rule or regulation of any court or governmental agency or body having
jurisdiction over the Company or any of its subsidiaries or any of their properties
or assets; except for the registration of the Notes under the Act and such
consents, approvals, authorizations, registrations or qualifications as may be
required under the Exchange Act and applicable state securities laws in
connection with the purchase and distribution of the Notes by the Agents, no
consent, approval, authorization or order of, or filing or registration with,
any such court or governmental agency or body was or is required for the
execution, delivery and performance of this Agreement by the Company and the
consummation of the transactions contemplated hereby.


 


(f)            The Notes have been validly authorized
for issuance and sale pursuant to this Agreement and, when the terms of the
Notes and of their issue and sale have been duly established in accordance with
the Indenture and this Agreement so as not to violate any applicable law or
agreement or instrument then binding on the Company, and the Notes have been
duly executed, authenticated, delivered and paid for as provided in this Agreement
and the Indenture, the Notes will be validly issued and outstanding, and will
constitute valid and legally binding obligations of the Company entitled to the
benefits of the Indenture and enforceable in accordance with their terms and
the terms of the Indenture.  The Notes
will conform and the Indenture conforms to the descriptions thereof contained
in each Prospectus.


 


(g)           Except as disclosed in the Registration
Statement, there are no contracts, agreements or understandings between the
Company and any person granting such person the right to require the Company or
any subsidiary of the Company to file a registration statement under the
Securities Act with respect to any securities of the Company or any


 


4

















 


subsidiary of the Company owned or to be owned by such person or to
require the Company to include such securities in the securities registered
pursuant to the Registration Statement or in any securities being registered
pursuant to any other registration statement filed by the Company under the
Securities Act.


 


(h)           Neither the Company nor any of its
subsidiaries has sustained, since the date of the latest audited financial
statements included or incorporated by reference in the Prospectus, any material
loss or interference with its business from fire, explosion, flood, earthquake
or other calamity, whether or not covered by insurance, or from any labor
dispute or court or governmental action, order or decree, otherwise than as set
forth or contemplated in the Prospectus; and, since such date, there has not
been any change in the capital stock other than issuances of Common Shares in
connection with stock option and other benefit plans and agreements, the
conversion of preferred stock or debentures into Common Shares and the
Company’s Dividend Reinvestment and Stock Purchase Plan or material increase in
the long-term debt of the Company or any of its subsidiaries or any material
adverse change, or any development involving a prospective material adverse change,
in or affecting the general affairs, management, financial position,
stockholders’ equity or results of operations of the Company and its
subsidiaries, otherwise than as set forth or contemplated in the Prospectus.


 


(i)            The financial statements (including the
related notes and supporting schedules) filed as part of the Registration
Statement or included or incorporated by reference in the Prospectus present
fairly and will present fairly at all times during each Marketing Period the
financial condition and results of operations of the entities purported to be
shown thereby; and said financial statements (including the related notes and
supporting schedules) have been and will be at all times during each Marketing
Period prepared in conformity with generally accepted accounting principles
applied on a consistent basis throughout the periods involved; and the
financial schedules and other financial information included or incorporated by
reference in the Registration Statement and the Prospectus present fairly, or
will present fairly at all times during each Marketing Period, the information
required to be stated therein.


 


(j)            PricewaterhouseCoopers LLP, whose
report appears in the Company’s most recent Annual Report on Form 10-K
which is incorporated by reference in the Prospectus, and if not the same
auditors, the Company’s outside auditors as of the applicable Representation
Date, are or will be, as applicable, independent public accountants as required
by the Securities Act and the Rules and Regulations.


 


(k)           The Company (i) has established and
maintains disclosure controls and procedures (as such term is defined in Rule
13a-14 under the Exchange Act), which (A) are designed to ensure that material
information relating to the Company, including its consolidated subsidiaries,
is made known to the Company’s principal executive officer and its principal
financial officer by others within those entities particularly during the
periods in which the periodic reports required under the Exchange Act are being
prepared, (B) have been evaluated for effectiveness as of a date within 90 days
prior to the filing of the Company’s most recent annual or quarterly report
filed with the Commission, and (C)


 


5

















 


are effective in all material respects to perform the functions for
which they were established, (ii) based on the evaluation of its disclosure
controls and procedures, is not aware of (A) any significant deficiency in the
design or operation of internal controls which could adversely affect the
Company’s ability to record, process, summarize and report financial data or
any material weaknesses in internal controls, or (B) any fraud, whether or not
material, that involves management or other employees who have a significant
role in the Company’s internal controls, and (iii) since the date of the most
recent evaluation of such disclosure controls and procedures, has experienced
no significant changes in internal controls or in other factors that could
significantly affect internal controls, including any corrective actions with
regard to significant deficiencies and material weaknesses.


 


(l)            (i) The Company and each of its
subsidiaries have insurable title in fee simple to all real property and
marketable title to all personal property owned by them, in each case free and
clear of all liens, encumbrances and defects except such as are described in
the Prospectus or such as do not materially affect the value of such property
and do not materially interfere with the use made and proposed to be made of
such property by the Company and its subsidiaries; (ii) all real property
and buildings held under lease by the Company and its subsidiaries are held by
them under valid, subsisting and enforceable leases, which such exceptions as
are not material and do not interfere with the use made and proposed to be made
of such property and buildings by the Company and its subsidiaries;
(iii) all liens, charges, encumbrances, claims, or restrictions on or
affecting the properties and assets of any of the Company or its subsidiaries
which are required to be disclosed in the Prospectus are disclosed therein;
(iv) neither the Company nor any of its subsidiaries is in default under
any of the leases pursuant to which any of the Company or its subsidiaries
leases its properties and neither the Company nor any of its subsidiaries knows
of any event which, but for the passage of time or the giving of notice, or
both, would constitute a default under any of such leases; except for any such
defaults which would not, individually or in the aggregate, have a material
adverse effect on the consolidated financial position, stockholders’ equity,
results of operations, business or prospects of the Company and its
subsidiaries; (v) except as described in the Prospectus, no tenant under
any of the leases pursuant to which any of the Company or its subsidiaries
leases properties has an option or right of first refusal to purchase the
premises under such lease, which exercise of such right would, either individually
or in the aggregate, have a material adverse effect on the consolidated
financial position, stockholders’ equity, results of operations, business or
prospects of the Company and its subsidiaries; (vi) each of the properties
of any of the Company or its subsidiaries complies with all applicable codes
and zoning laws and regulations, except for such failures to comply which would
not individually or in the aggregate have a material adverse effect on the
consolidated financial position, stockholders’ equity, results of operations,
business or prospects of the Company and its subsidiaries; and
(vii) neither the Company nor any of its subsidiaries has knowledge of any
pending or threatened condemnation, zoning change, or other proceeding or
action that will in any manner affect the size of, use of, improvements on,
construction on or access to the properties of any of the Company or its
subsidiaries, except as may be described in the Prospectus or any such matter
which would not, individually or in the


 


6

















 


aggregate, have a material adverse effect on the consolidated financial
position, stockholders’ equity, results of operations, business or prospects of
the Company and its subsidiaries.


 


(m)          The Company and each of its subsidiaries
carry, or are covered by, insurance in such amounts and covering such risks as
is adequate for the conduct of their respective businesses and the value of
their respective properties and as is customary for companies engaged in similar
businesses in similar industries.


 


(n)           The Company and each of its subsidiaries
own or possess adequate rights to use all patents, patent applications,
trademarks, service marks, trade names, trademark registrations, service mark
registrations, copyrights and licenses necessary for the conduct of their
respective businesses, except where the failure to own or possess such rights
would not, individually or in the aggregate, have a material adverse effect on
the consolidated financial position, stockholders’ equity, results of
operations, business or prospects of the Company and its subsidiaries, and have
no reason to believe that the conduct of their respective businesses will
conflict with, and have not received any notice of any claim of conflict with,
any such rights of others.


 


(o)           There are no legal or governmental
proceedings pending to which the Company or any of its subsidiaries is a party
or of which any property or assets of the Company or any of its subsidiaries is
the subject which, if determined adversely to the Company or any of its
subsidiaries, would reasonably be expected to have a material adverse effect on
the consolidated financial position, stockholders’ equity, results of
operations, business or prospects of the Company and its subsidiaries; and to
the best of the Company’s knowledge, no such proceedings are threatened or
contemplated by governmental authorities or threatened by others.


 


(p)           There are no contracts or other documents
which are required to be described in the Prospectus or filed as exhibits to
the Registration Statement by the Securities Act or by the Rules and
Regulations which have not been described in the Prospectus or filed as
exhibits to the Registration Statement or incorporated therein by reference as
permitted by the Rules and Regulations.


 


(q)           No relationship, direct or indirect,
exists between or among the Company on the one hand, and the directors,
officers or stockholders of the Company on the other hand, which is required to
be described in the Prospectus which is not so described.


 


(r)            No labor disturbance by the employees of
the Company exists or, to the knowledge of the Company, is imminent which might
be expected to have a material adverse effect on the consolidated financial
position, stockholders’ equity, results of operations, business or prospects of
the Company and its subsidiaries.


 


(s)           The Company is in compliance in all
material respects with all presently applicable provisions of the Employee
Retirement Income Security Act of 1974, as amended, including the regulations
and published interpretations thereunder (“ERISA”);


 


7

















 


no “reportable event” (as defined in ERISA) has occurred with respect
to any “pension plan” (as defined in ERISA) for which the Company would have
any liability; the Company has not incurred and does not expect to incur
liability under (i) Title IV of ERISA with respect to termination of,
or withdrawal from, any “pension plan” or (ii) Sections 412 or 4971
of the Internal Revenue Code of 1986, as amended, including the regulations and
published interpretations thereunder (the “Code”); and each “pension plan “ for
which the Company would have any liability that is intended to be qualified
under Section 401(a) of the Code is so qualified in all material respects
and nothing has occurred, whether by action or by failure to act, which would
cause the loss of such qualification.


 


(t)            The Company has filed all federal, state
and local income and franchise tax returns required to be filed through the
date hereof and has paid all taxes due thereon, and no tax deficiency has been
determined adversely to the Company or any of its subsidiaries, which has had
(nor does the Company have any knowledge of any tax deficiency which, if
determined adversely to the Company or any of its subsidiaries, would
reasonably be expected to have) a material adverse effect on the consolidated
financial condition, stockholders’ equity, results of operations, business or
prospects of the Company and its subsidiaries.


 


(u)           Since the date as of which information is
given in the Prospectus through the date hereof, and except as may otherwise be
disclosed in the Prospectus, the Company has not (i) issued or granted any
securities, other than in connection with stock option and other benefit plans
and agreements, the conversion of preferred stock or debentures into Common
Shares and the issuance of shares under the Dividend Reinvestment and Stock
Purchases Plan, (ii) incurred any material liability or obligation, direct
or contingent, other than liabilities and obligations which were incurred in
the ordinary course of business, (iii) entered into any transaction not in
the ordinary course of business or (iv) declared or paid any dividend on
its capital stock (other than regular quarterly dividends).


 


(v)           The Company (i) makes and keeps
accurate books and records and (ii) maintains internal accounting controls
which provide reasonable assurance that (A) transactions are executed in
accordance with management’s authorization, (B) transactions are recorded
as necessary to permit preparation of its financial statements and to maintain
accountability for its assets, (C) access to its assets is permitted only
in accordance with management’s authorization and (D) the reported accountability
for its assets is compared with existing assets at reasonable intervals.


 


(w)          Neither the Company nor any of its
subsidiaries (i) is in violation of its declaration of trust or charter,
as the case may be, or by-laws, (ii) is in default in any material respect,
and no event has occurred which, with notice or lapse of time or both, would
constitute such a default, in the due performance or observance of any term,
covenant or condition contained in any material indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which it is a party
or by which it is bound or to which any of its properties or assets is subject
or (iii) is in violation in any material


 


8

















 


respect of any law, ordinance, governmental rule, regulation or court
decree to which it or its property or assets may be subject or has failed to
obtain any material license, permit, certificate, franchise or other
governmental authorization or permit necessary to the ownership of its property
or to the conduct of its business.


 


(x)            Neither the Company nor any of its
subsidiaries, nor any director, officer, agent, employee or other person
associated with or acting on behalf of the Company or any of its subsidiaries,
has used any corporate funds for any unlawful contribution, gift, entertainment
or other unlawful expense relating to political activity; made any direct or
indirect unlawful payment to any foreign or domestic government official or
employee from corporate funds; violated or is in violation of any provision of
the Foreign Corrupt Practices Act of 1977; or made any bribe, rebate, payoff,
influence payment, kickback or other unlawful payment.


 


(y)           There has been no storage, disposal,
generation, manufacture, refinement, transportation, handling or treatment of
any material by the Company or any of its subsidiaries or, to the Company’s
knowledge, any of their predecessors in interest at, upon or from any of the
properties now or previously owned or leased by the Company or its subsidiaries
or any of their predecessors in interest in violation of any applicable law,
ordinance, rule, regulation, order, judgment, decree or permit or which would
require remedial action damages other modification or cessation of any activity
of the Company or any of its subsidiaries under any applicable law, common law,
ordinance, rule, regulation, order, judgment, decree or permit, except for any
violation, remedial action, damages, modification or cessation which would not
have, singly or in the aggregate with all such violations, remedial actions,
damages, modifications or cessations, a material adverse effect on the
consolidated financial position, stockholders’ equity, results of operations,
business or prospects of the Company and its subsidiaries; and there has been
no material spill, discharge, leak, emission, escape, dumping, migration or
release of any kind onto such property or into the environment surrounding such
property except for any such spill, discharge, leak, emission, injection,
escape, dumping or release which would not have, singly or in the aggregate
with all such spills, discharges, leaks, emission, injections, escapes,
dumpings and releases, a material adverse effect on the consolidated financial
position, stockholders’ equity, results of operations, business or prospects of
the Company and its subsidiaries.


 


(z)            Neither the Company nor any subsidiary is
an “investment company” within the meaning of such term under the Investment
Company Act of 1940 and the rules and regulations of the Commission promulgated
thereunder.


 


(aa)         The Company is organized in conformity
with the requirements for qualification as a real estate investment trust (“REIT”)
under the Code, and its present and contemplated method of operation does and
will enable it to meet the requirements for taxation as a REIT under the Code
for the year ended December 31, 1994 and subsequent taxable years.


 


9

















 


(bb)         Each of the Company and its subsidiaries
has title insurance on all real property described in the Prospectus as owned
by such party in an amount at least equal to the greater of (a) the cost
of acquisition of such property or assets and (b) the cost of construction
of the improvements located on such properties.


 


(cc)         The documents incorporated by reference
into any Prospectus have been, and will be as of the applicable Representation
Date and at all times during each Marketing Period, prepared in conformity with
the applicable requirements of the Act and the Rules and Regulations and the
Exchange Act and the rules and regulations of the Commission thereunder in all
material respects; and none of such documents contained, in the light of the
circumstances under which they were made, or will contain as of the applicable
Representation Date and at all times during each Marketing Period, an untrue
statement of a material fact or omitted, in the light of the circumstances
under which they were made, or will omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading;
and such documents have been, or will be, as of the applicable Representation
Date and at all times during each Marketing Period, timely filed as required
thereby.


 


(dd)         The Notes have been rated by a
“nationally recognized statistical rating agency” (as that term is defined by
the Commission for the purposes of Rule 436(g)(2) of the Rules and
Regulations), including one or both of Moody’s Investor Services, Inc. and
Standard & Poor’s Corporation.


 


Section 2.              Solicitations as Agents; Purchases as Principals.


 


(a)           Appointment.  Subject to
the terms and conditions stated herein, and subject to the reservation by the
Company of the right to sell Notes directly on its own behalf and through or to
other dealers or agents, the Company hereby appoints the Agents on a
non-exclusive basis as agents of the Company for the purpose of soliciting or
receiving offers to purchase the Notes from the Company by others.  The Company may from time to time offer
Notes for sale otherwise than through the Agents; provided, however,  that
so long as this Agreement shall be in effect the Company shall not solicit
offers to purchase Notes through any other agents without amending this
Agreement to appoint such agents as additional Agents hereunder on the same
terms and conditions as provided herein for the Agents and without giving the
Agents prior notice of such appointment. 
The consent of the then current Agents shall not be necessary for such
purpose.  In the absence of such an
amendment, the Company may accept offers to purchase Notes from or through an
agent other than the Agents, provided that (i) the Company shall not have
solicited such offers, (ii) the Company and such agent shall have executed
an agreement with respect to such purchases having terms and conditions
(including, without limitation, commission rates) with respect to such
purchases substantially the same as the terms and conditions that would apply
to such purchases under this Agreement as if such agent was an Agent (which may
be accomplished by incorporating by reference in such agreement the terms and
conditions of this Agreement), and (iii) the Company shall provide the
Agents with a copy of such agreement following the execution thereof.  On the basis of the representations and
warranties contained herein, but subject to the terms and conditions herein set
forth, the Agents agree, as Agents of the Company, to use their reasonable
efforts to solicit offers to purchase the


 


10

















 


Notes upon the terms and conditions set forth in the Prospectus.  Except as otherwise provided herein, so long
as this Agreement shall remain in effect, the Company shall not, without the
consent of the Agents, solicit or accept offers to purchase Notes otherwise
than through the Agents; provided,  however, the Company
expressly reserves the right to sell Notes directly to investors, in which case
no commission will be payable with respect to any such sale.  The Agents may also purchase Notes from the
Company as principals for purposes of resale, as more fully described in
paragraph (e) of this Section.


 


(b)           Suspension of Solicitation.  The Company
reserves the right, in its sole discretion, to suspend solicitation of offers
to purchase the Notes commencing at any time for any period of time or
indefinitely.  Upon receipt of
telephonic notice confirmed by facsimile notice from the Company, the Agents
will forthwith suspend solicitation of offers to purchase Notes from the
Company until such time as the Company has advised the Agents that such
solicitation may be resumed.


 


Upon receipt of
notice from the Company as contemplated by Section 3(c) hereof, the Agents
shall suspend their solicitation of offers to purchase Notes until such time as
the Company shall have furnished them with an amendment or supplement to the
Registration Statement or the Prospectus, as the case may be, contemplated by
Section 3(c) and shall have advised the Agents that such solicitation may
be resumed.


 


(c)           Agents’ Commission.  Promptly upon
the closing of the sale of any Notes sold by the Company as a result of a
solicitation made by or offer to purchase received by the Agents, unless
otherwise agreed, the Company agrees to pay the Agents a commission, in the
form of a discount, in accordance with the schedule set forth in
Schedule A hereto.


 


(d)           Solicitation of Offers.  The Agents
are authorized to solicit offers to purchase the Notes only in denominations as
are specified in the Prospectus at a purchase price as shall be specified by
the Company, in an aggregate amount not to exceed the amount authorized by the
Company from time to time (less the aggregate amount of Notes either sold
directly by the Company or purchased from the Company by the Agents as
principals or purchased from the Company by other Agents).  The Agents shall communicate to the Company,
orally or in writing, each reasonable offer to purchase Notes received by them
as Agents.  The Company shall have the
sole right to accept offers to purchase the Notes and may reject any such offer
in whole or in part.  The Agents shall
have the right, in their discretion reasonably exercised without advising the
Company, to reject any offer to purchase the Notes received by them, in whole
or in part, and any such rejection shall not be deemed a breach of their
agreement contained herein.


 


No Note which the
Company has agreed to sell pursuant to this Agreement shall be deemed to have
been purchased and paid for, or sold by the Company, until such Note shall have
been delivered to the purchaser thereof against payment by such purchaser.


 


(e)           Purchases as Principals.  Each sale of
Notes to the Agents as principals, for resale to one or more investors or to
another broker-dealer (acting as principal for purposes of resale), shall be
made in accordance with the terms of this Agreement and a Purchase Agreement
whether oral (and confirmed in writing by such Agents to the Company, which may
be by


 


11

















 


facsimile transmission) or in writing, which will provide for the sale
of such Notes to, and the purchase thereof by, the Agents.  A Purchase Agreement may also specify
certain provisions relating to the reoffering of such Notes by the Agents.  The commitment of the Agents to purchase
Notes from the Company as principals shall be deemed to have been made on the
basis of the representations and warranties of the Company herein contained and
shall be subject to the terms and conditions herein set forth.  Each Purchase Agreement shall contain, to
the extent applicable, those terms specified in Exhibit A hereto,
including the time and date (each such time and date being referred to herein
as a “Time
of Delivery”) and place of delivery of and payment for such Notes
and such other information (as applicable) as is set forth in Exhibit C
hereto.  The Company agrees that if the
Agents purchase Notes as principals for resale such Agents shall receive such
compensation, in the form of a discount or otherwise, as shall be indicated in
the applicable Purchase Agreement or, if no compensation is indicated therein,
a commission in accordance with Schedule A hereto.  The Agents may utilize a selling or dealer
group in connection with the resale of such Notes.  In addition, the Agents may offer the Notes they have purchased
as principals to other dealers.  The
Agents may sell Notes to any dealer at a discount and upon such terms as may be
specified in the applicable Pricing Supplement.  Such Purchase Agreement shall also specify any requirements for
delivery of opinions of counsel, accountants letters and officers’ certificates
pursuant to Section 5 hereof.


 


(f)            Administrative Procedures.  The purchase
price, interest rate or formula, maturity date and other terms of the Notes (as
applicable) specified in Exhibit A hereto shall be agreed upon by the
Company and the Agents and specified in a Pricing Supplement to be prepared in
connection with each sale of Notes. 
Administrative procedures respecting the sale of Notes (the “Procedures”)
are set forth in Exhibit B hereto and may be amended in writing from time
to time by the Agents and the Company. 
The Agents and the Company agree to perform the respective duties and
obligations specifically provided to be performed by each of them herein and in
the Procedures.  The Procedures shall
apply to all transactions contemplated hereunder including sales of Notes to
the Agents as principals pursuant to a Purchase Agreement, unless otherwise set
forth in such Purchase Agreement.


 


(g)           Delivery of Documents.  The documents
required to be delivered by Section 5 hereof shall be delivered at the
offices of Chapman and Cutler LLP, 111 West Monroe Street, Chicago, Illinois
60603, not later than 10:00 A.M., New York City time, on the date of this
Agreement or at such later time as may be mutually agreed upon by the Company
and the Agents, which in no event shall be later than the time at which the
Agent commences solicitation of offers to purchase Notes hereunder (the “Closing
Date”).


 


Section 3.              Covenants of the Company.  The Company
covenants and agrees:


 


(a)           Delivery of Signed Registration Statement. 
To furnish promptly to the Agents and to their counsel a signed copy of
the Registration Statement as originally filed and each amendment or supplement
thereto.


 


(b)           Delivery of Other Documents.  To deliver
promptly to the Agents, and in such number as they may request, each of the
following documents:  (i) conformed
copies of the Registration Statement (excluding exhibits other than the
computation of the ratio


 


12

















 


of earnings to fixed charges, the Indenture, this Agreement and such
other exhibits that the Agents may request), (ii) the Basic Prospectus,
(iii) each Prospectus and (iv) during any Marketing Period, any
documents incorporated by reference in the Prospectus.


 


(c)           Revisions to Prospectus - Material Changes. 
If, during any Marketing Period, any event occurs as a result of which
the Prospectus would include an untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein, not
misleading, or if it is necessary at any time to amend any Prospectus to comply
with the Act, to notify the Agents promptly, in writing, to suspend
solicitation of purchases of the Notes; and if the Company shall decide to
amend or supplement the Registration Statement or any Prospectus, to promptly
advise the Agents by telephone (with confirmation in writing) and to promptly,
in writing, prepare and file with the Commission an amendment or supplement which
will correct such statement or omission or an amendment which will effect such
compliance; provided,
however, that if during the period referred to above the Agents
shall own any Notes which they have purchased from the Company as principals
with the intention of reselling them, the Company shall promptly prepare and
timely file with the Commission any amendment or supplement to the Registration
Statement or any Prospectus that may, in the judgment of the Company or the
reasonable judgment of the Agents, be required by the Act or requested by the
Commission.


 


(d)           Commission Filings.  To timely
file with the Commission during any Marketing Period, all documents (and any
amendments to previously filed documents) required to be filed by the Company
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act.


 


(e)           Copies of Filings with Commission. 
Upon filing with the Commission during any Marketing Period,
(i) any amendment or supplement to the Registration Statement,
(ii) any amendment or supplement to any Prospectus or (iii) any
document incorporated by reference in any of the foregoing or any amendment of
or supplement to any such incorporated document, to furnish, if requested, a
copy thereof to the Agents.


 


(f)            Notice to Agents of Certain Events. 
To advise the Agents immediately (i) when any post-effective
amendment to the Registration Statement relating to or covering the Notes
becomes effective, (ii) of any request or proposed request by the Commission
for an amendment or supplement to the Registration Statement, to any
Prospectus, to any document incorporated by reference in any of the foregoing
or for any additional information and the Company will afford the Agents a
reasonable opportunity to comment on any such proposed amendment or supplement,
(iii) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or any part thereof or any order
directed to any Prospectus or any document incorporated therein by reference or
the initiation or threat of any stop order proceeding or of any challenge to
the accuracy or adequacy of any document incorporated by reference in any
Prospectus, (iv) of receipt by the Company of any notification with
respect to the suspension of the qualification of the Notes for sale in any
jurisdiction or the initiation or threat of any proceeding for that purpose,
(v) of any downgrading in the rating of the


 


13

















 


Notes or any other debt securities of the Company, or any proposal to
downgrade the rating of the Notes or any other debt securities of the Company,
by any “nationally recognized statistical rating organization” (as defined for
purposes of Rule 436(g) of the Rules and Regulations), or any public
announcement that any such organization has under surveillance or review its
rating of any debt securities of the Company (other than an announcement with
positive implications of a possible upgrading, and no implication of a possible
downgrading of such rating) as soon as the Company learns of any such
downgrading, proposal to downgrade or public announcement and (vi) of the
happening of any event which makes untrue any statement of a material fact made
in the Registration Statement or any Prospectus or which requires the making of
a change in the Registration Statement or any Prospectus in order to make any
material statement therein not misleading.


 


(g)           Stop Orders.  If, during
any Marketing Period, the Commission shall issue a stop order suspending the
effectiveness of the Registration Statement, to make every reasonable effort to
obtain the lifting of that order at the earliest possible time.


 


(h)           Earnings Statements.  As soon as
practicable, but not later than 18 months, after the date of each
acceptance by the Company of an offer to purchase Notes hereunder, to make
generally available to its security holders an earnings statement covering a
period of at least 12 months beginning after the later of (i) the
effective date of the Registration Statement, (ii) the effective date of
the most recent post-effective amendment to the Registration Statement to
become effective prior to the date of such acceptance and (iii) the date
of the Company’s most recent Annual Report on Form 10-K filed with the
Commission prior to the date of such acceptance which will satisfy the
provisions of Section 11(a) of the Act (including, at the option of the
Company, Rule 158 of the Rules and Regulations);


 


(i)            Copies of Reports, Releases and Financial Statements. 
So long as any of the Notes are outstanding, to furnish to the Agents,
not later than the time the Company makes the same available to others, copies
of all public reports or releases and all reports and financial statements
furnished by the Company to any securities exchange on which the Notes are
listed pursuant to requirements of or agreements with such exchange or to the
Commission pursuant to the Exchange Act or any rule or regulation of the
Commission thereunder.


 


(j)            Blue Sky Qualifications.  To endeavor,
in cooperation with the Agents, to qualify the Notes for offering and sale
under the securities laws of such jurisdictions as the Agents may designate,
and to maintain such qualifications in effect for as long as may be required
for the distribution of the Notes; and to file such statements and reports as
may be required by the laws of each jurisdiction in which the Notes have been
qualified as above provided; provided, however, that the Company shall
not be obligated to file any general consent to service of process or to
qualify as a foreign entity in any jurisdiction in which it is not so
qualified.


 


14

















 


(k)           Holdback.  Between the
date of a Purchase Agreement and the date of delivery of the Notes with respect
thereto, the Company will not, without the prior written consent of the Agent
or Agents purchasing such Notes, offer or sell, or enter into any agreement to
sell, any of its debt securities, other than borrowings under the Company’s
revolving credit agreements and lines of credit, as may be amended,
supplemented or replaced, the private placement of securities and issuances of
its commercial paper.


 


(l)            Pricing Supplement.  To prepare,
with respect to any Notes to be sold through or to the Agents pursuant to this
Agreement, a Pricing Supplement with respect to such Notes in a form previously
approved by the Agents and to file such Pricing Supplement pursuant to Rule 424
of the Rules and Regulations.


 


Section 4.              Payment of Expenses.  The Company
will pay:  (i) the costs incident
to the authorization, issuance, sale and delivery of the Notes and any taxes
payable in that connection; (ii) the costs incident to the preparation,
printing and filing under the Act of the Registration Statement and any
amendments and exhibits thereto; (iii) the costs incident to the
preparation, printing and filing of any document and any amendments and
exhibits thereto required to be filed by the Company under the Exchange Act;
(iv) the costs of distributing the Registration Statement, as originally
filed, and each amendment and post-effective amendment thereof (including
exhibits), the Basic Prospectus, each Prospectus, any supplement or amendment
to any Prospectus and any documents incorporated by reference in any of the
foregoing documents; (v) the fees and disbursements of the Trustee, any
paying agent, any calculation agent, any exchange rate agent and any other
agents appointed by the Company, and their respective counsel; (vi) the
costs and fees in connection with the listing of the Notes on any securities exchange;
(vii) the cost and fees in connection with any filings with the National
Association of Securities Dealers, Inc.; (viii) the fees and disbursements
of counsel to the Company and counsel to the Agents; (ix) the fees paid to
rating agencies in connection with the rating of the Notes; (x) the fees
and expenses of qualifying the Notes under the securities laws of the several
jurisdictions as provided in Section 3(j) hereof and of preparing and
printing a Blue Sky Memorandum and a memorandum concerning the legality of the
Notes as an investment (including reasonable fees and expenses of counsel for
the Agents in connection therewith); provided, however, that such fees do not
exceed $5,000; (xi) all advertising expenses in connection with the offering
of the Notes incurred with the consent of the Company; and (xii) all other
costs and expenses arising out of the transactions contemplated hereunder and
incident to the performance of the Company’s obligations under this Agreement.


 


Section 5.              Conditions of Obligations of Agents.  The obligation of the Agents, as agents of the
Company, under this Agreement to solicit offers to purchase the Notes, the
obligation of any person who has agreed to purchase Notes to make payment for
and take delivery of Notes, and the obligation of the Agents to purchase Notes
pursuant to any Purchase Agreement, are subject to the accuracy, on each
Representation Date, of the representations and warranties of the Company
contained herein, to the accuracy of the statements of the Company’s officers
made in any certificate furnished pursuant to the provisions hereof, to the
performance by the Company of its respective obligations hereunder, and to each
of the following additional terms and conditions:


 


15

















 


(a)           Registration Statement.  The
Prospectus as amended or supplemented (including the Pricing Supplement) with
respect to such Notes shall have been filed with the Commission pursuant to
Rule 424(b) of the Rules and Regulations within the applicable time period
prescribed for such filing by the Rules and Regulations and in accordance with
Section 3(l) hereof; no stop order suspending the effectiveness of the
Registration Statement or any part thereof nor any order directed to any document
incorporated by reference in any Prospectus shall have been issued and no stop
order proceeding shall have been initiated or threatened by the Commission and
no challenge shall have been made to the accuracy or adequacy of any document
incorporated by reference in any Prospectus; any request of the Commission for
inclusion of additional information in the Registration Statement or any
Prospectus or otherwise shall have been complied with; and the Company shall
not have filed with the Commission any amendment or supplement to the
Registration Statement or any Prospectus (or any document incorporated by
reference therein) without affording the Agents a reasonable opportunity to
comment thereon (which in the case of a Form 10-Q or Form 8-K may be a
one day time period for such comments).


 


(b)           No Suspension of Sale of the Notes. 
No order suspending the sale of the Notes in any jurisdiction designated
by the Agents pursuant to Section 3(j) hereof shall have been issued, and
no proceeding for that purpose shall have been initiated or threatened.


 


(c)           No Material Omissions or Untrue Statements. 
The Agents shall not have discovered and disclosed to the Company that
the Registration Statement or any Prospectus contains an untrue statement of a
fact which, in the opinion of counsel for the Agents, is material or omits to
state a fact which, in the opinion of such counsel, is material and is required
to be stated therein or is necessary to make the statements therein not
misleading.


 


(d)           Legal Matters Satisfactory to Counsel. 
All corporate proceedings and other legal matters incident to the
authorization, form and validity of this Agreement, the Notes, the Indenture,
the form of the Registration Statement, each Prospectus and all other legal
matters relating to this Agreement and the transactions contemplated hereby
shall be satisfactory in all respects to counsel for the Agents, and the
Company shall have furnished to such counsel all documents and information that
they may reasonably request to enable them to pass upon such matters.


 


(e)           Opinion of Company Counsel.  At the
Closing Date, the Agents shall have received the opinion, addressed to the
Agents and dated the Closing Date, of (i) Kirkland & Ellis LLP, counsel to
the Company and (ii) Ballard Spahr Andrews & Ingersoll, LLP, special
Maryland counsel to the Company, in each case in form and substance
satisfactory to the Agents and their counsel, substantially in the form of
Exhibits E-1 and E-2, respectively, attached hereto.


 


Kirkland &
Ellis LLP shall also have furnished to the Agents a written statement,
addressed to the Agents and dated the Closing Date, in form and substance
reasonably


 


16

















 


satisfactory to the Agents, to the effect that no facts have come to
the attention of such counsel which lead it to believe that the Registration
Statement, as of the effective date and as of the Closing Date, contained any
untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary in order to make the statements
therein not misleading, or that the Prospectus, as of the Closing Date and at
the time such Prospectus was issued, contains any untrue statement of a
material fact or omits to state a material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading; such statement need
not address the financial statements included therein or omitted therefrom.


 


(f)            Officers’ Certificate.  The Company
shall have furnished to the Agents on the Closing Date a certificate, dated the
Closing Date, of the Chairman of the Board, the President or a Vice President
and the Chief Financial Officer of the Company stating that to the best of such
officers’ knowledge:


 


(i)            The representations, warranties and
agreements of the Company in Section 1 hereof are true and correct as of
the Closing Date; the Company has complied with all its agreements contained
herein; and the conditions set forth in Sections 5(a) and 5(b) hereof have
been fulfilled;


 


(ii)           No stop order suspending the
effectiveness of the Registration Statement has been issued and no proceeding
for that purpose is pending or threatened by the Commission;


 


(iii)          All
filings required by Rule 424(b) of the Rules and Regulations have been
made; and


 


(iv)          They have carefully examined the
Registration Statement and the Prospectus and, in their opinion, (A) the
Registration Statement, as of its effective date (or, if later, at the time of
the Company’s filing of a post-effective amendment to the Registration
Statement or the Company’s filing of an annual report pursuant to the Exchange
Act), did not contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the
statements therein not misleading, (B) the Prospectus does not contain any
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading, and
(C) since the effective date of the Registration Statement there has not
occurred any event required to be set forth in an amended or supplemented prospectus
which has not been so set forth.


 


(g)           Accountant’s Letter.  The Company
shall have furnished to the Agents on the Closing Date a letter of
PricewaterhouseCoopers LLP addressed jointly to the Company and the Agents and
dated the Closing Date, of the type described in the American Institute of
Certified Public Accountants’ Statement on Auditing Standards No. 49, in form
and substance reasonably satisfactory to the Agents confirming that they are


 


17

















 


independent accountants within the meaning of the Act and the
applicable published Rules and Regulations thereunder and stating in effect
that:


 


(i)            In their opinion, the financial
statements and schedules examined by them and included in the Prospectus
contained in the Registration Statement comply in form in all material respects
with the applicable accounting requirements of the Act and the related
published Rules and Regulations;


 


(ii)           They have made a review of any unaudited
financial statements included in the Prospectus in accordance with standards
established by the American Institute of Certified Public Accountants, as
indicated in their report or reports attached to such letter;


 


(iii)          On
the basis of the review referred to in (ii) above and a reading of the latest
available interim financial statements of the Company, inquired of officials of
the Company who have responsibility for financial and accounting matters and
other specified procedures, nothing came to their attention that caused them to
believe that:


 


(A)          the unaudited consolidated financial
statements, if any, incorporated by reference in the Registration Statement,
Prospectus and Prospectus Supplement, do not comply as to form in all material
respects with the applicable accounting requirements of the Exchange Act and
the related rules and regulations adopted by the Commission;


 


(B)           any material modifications should be made
to the unaudited consolidated financial statements, if any, incorporated by
reference in the Registration Statement, Prospectus, and Prospectus Supplement,
for them to be in conformity with generally accepted accounting principles;


 


(C)           the unaudited capsule information, if
any, included in the Prospectus does not agree with the amounts set forth in
the unaudited consolidated financial statements from which it was derived or
was not determined on a basis substantially consistent with that of the audited
financial statements included in the Prospectus;


 


(D)          at the date of the latest available
balance sheet read by such accountants, or at a subsequent specified date not
more than five days prior to the Closing Date, there was any change in the
capital stock, any increase in debt of the Company and consolidated
subsidiaries or, at the date of the latest available balance sheet read by such
accountants, there was any decrease in consolidated net assets as compared with
amounts shown on the latest balance sheet included in the Prospectus; or


 


(E)           for the period from the date of the
latest income statement included in the Prospectus to the closing date of the
latest available


 


18

















 


income statement read by such accountants there were any decreases, as
compared with the corresponding period of the previous year, in consolidated
rental income, total revenues, net income or in the ratio of earnings to fixed
charges;


 


except in all cases set forth in clauses (D) and (E) above for
changes, increases or decreases which the Prospectus discloses have occurred or
may occur or which are described in such letter; and


 


(iv)          They have compared specified dollar
amounts (or percentages derived from such dollar amounts) and other financial
information contained in the Prospectus (in each case to the extent that such
dollar amounts, percentages and other financial information are derived from
the general accounting records of the Company and its subsidiaries subject to
the internal controls of the Company’s accounting system or are derived
directly from such records by analysis or computation) with the results obtained
from inquiries, a reading of such general accounting records and other
procedures specified in such letter and have found such dollar amounts,
percentages and other financial information to be in agreement with such
results, except as otherwise specified in such letter.


 


All financial
statements and schedules included in material incorporated by reference into
the Prospectus shall be deemed included in the Prospectus for purposes of this
subsection.


 


(h)           The Agents shall have received from
Chapman and Cutler LLP, counsel to the Agents, such opinion or opinions, dated
the Closing Date, with respect to the issuance and sale of the Notes, the
Indenture, the Registration Statement, the Prospectus and other related matters
as the Agents may reasonably require, and the Company shall have furnished to
such counsel such documents as they may request for the purpose of enabling
them to pass upon such matters.


 


(i)            Additional Conditions.  There shall
not have occurred:  (i) any change
in the capital stock or long-term debt of the Company or any of its
subsidiaries or any change, or any development involving a prospective change,
in or affecting the general affairs, management, stockholders’ equity,
business, properties, condition (financial or other), results of operations or
prospects of the Company and its subsidiaries which in the opinion of the
Agents, materially impairs the investment quality of the Notes; (ii) a
suspension or material limitation in trading in securities generally on the New
York Stock Exchange, the American Stock Exchange or the over-the-counter market
or the establishment of minimum prices on such exchanges or such market by the
Commission, by such exchange or by any other regulatory body or governmental
authority having jurisdiction; (iii) a general moratorium on commercial
banking activities declared by Federal or New York State authorities or a
material disruption in commercial banking or securities settlement or clearance
services in the United States; (iv) any downgrading in the rating accorded
the Company’s debt securities by any “nationally recognized statistical rating
organization” (as defined for purposes of Rule 436(g) of the Rules and


 


19

















 


Regulations), or any public announcement that any such organization has
under surveillance or review its rating of any debt securities of the Company
(other than an announcement with positive implications of a possible upgrading,
and no implication of a possible downgrading, of such rating); (v) any
outbreak or escalation of major hostilities in which the United States is
involved, any declaration of a national emergency or war by the United States,
an act of terrorism shall have been committed against the United States or any
of its nationals or properties; or (vi) there shall have occurred such a
calamity or crisis or such a material adverse change in general domestic or
international economic, political or financial conditions, including without
limitation as a result of terrorist activities (or the effect of international
conditions on the financial markets in the United States shall be such), that
in the judgment of the Agents makes it impracticable or inadvisable to proceed
with the solicitation of offers to purchase Notes or the purchase of Notes from
the Company as principals pursuant to a Purchase Agreement, as the case may be.


 


(j)            Other Information and Documentation. 
Prior to the Closing Date, the Company shall have furnished to the
Agents such further information, certificates and documents as the Agents or
counsel to the Agents may reasonably request.


 


All opinions,
letters, evidence and certificates mentioned above or elsewhere in this
Agreement shall be deemed to be in compliance with the provisions hereof only
if they are in the form and substance satisfactory to counsel for the Agents.


 


Section 6.              Additional Covenants of the Company. 
The Company covenants and agrees that:


 


(a)           Acceptance of Offer Affirms Representations And Warranties. 
Each acceptance by the Company of an offer for the purchase of Notes
shall be deemed to be an affirmation that the representations and warranties of
the Company contained in this Agreement and in any certificate theretofore
given to the Agents pursuant hereto are true and correct at the time of such
acceptance, and an undertaking that such representations and warranties will be
true and correct at the time of delivery to the purchaser or his agent of the
Notes relating to such acceptance as though made at and as of each such time
(and such representations and warranties shall relate to the Registration
Statement and the Prospectus as amended or supplemented to each such time).


 


(b)           Subsequent Delivery of Officers’ Certificates. 
The Company agrees that during each Marketing Period, each time that the
Registration Statement or any Prospectus shall be amended or supplemented
(other than by a Pricing Supplement providing solely for the interest rates or
maturities of the Notes or the principal amount of Notes remaining to be sold
or similar changes), and each time the Company (i) sells Notes to the
Agents as principals and the Purchase Agreement specifies the delivery of an
officers’ certificate under this Section 6(b) as a condition to the
purchase of Notes pursuant to such Purchase Agreement, (ii) files an annual
report on Form 10-K under the Exchange Act, (iii) files its quarterly
reports on Form 10-Q under the Exchange act or (iv) files a current
report on Form 8-K under the Exchange Act (other than any Form 8-K


 


20

















 


relating solely to the issuance or offering of securities other than
the Notes), the Company shall submit to the Agents (but in the case of (iii)
and (iv) above, only if requested by the Agents) a certificate, (y) as of
the date of such amendment, supplement, Time of Delivery relating to such sale
or filing or (z) if such amendment, supplement or filing was not filed
during a Marketing Period, as of the first day of the next succeeding Marketing
Period, representing that the statements contained in the certificate referred
to in Section 5(f) hereof which was last furnished to the Agents are true
and correct at the time of such amendment, supplement or filing, as the case
may be, as though made at and as of such time (except that such statements
shall be deemed to relate to the Registration Statement and each Prospectus as
amended and supplemented to such time).


 


(c)           Subsequent Delivery of Legal Opinion. 
The Company agrees that during each Marketing Period, each time that the
Registration Statement or any Prospectus shall be amended or supplemented
(other than by a Pricing Supplement providing solely for the interest rates or
maturities of the Notes or the principal amount of Notes remaining to be sold
or similar changes), and each time the Company (i) sells Notes to the
Agents as principals and the Purchase Agreement specifies the delivery of a
legal opinion under this Section 6(c) as a condition to the purchase of
Notes pursuant to such Purchase Agreement, (ii) files an annual report on
Form 10-K under the Exchange Act, (iii) files its quarterly reports
on Form 10-Q under the Exchange Act or (iv) files a current report on
Form 8-K under the Exchange Act (other than any Form 8-K relating
solely to the issuance or offering of securities other than the Notes), the
Company shall (but in the case of (ii), (iii) or (iv) above only if requested
by the Agents), (y) concurrently with such amendment, supplement, Time of
Delivery relating to such sale or filing or (z) if such amendment,
supplement or filing was not filed during a Marketing Period, on the first day
of the next succeeding Marketing Period, furnish the Agents and their counsel
with the written opinion of outside counsel to the Company, addressed to the
Agents and dated the date of delivery of such opinion, in form satisfactory to
the Agents, to the same effect as the opinion referred to in Section 5(e)
hereof, but modified, as necessary, to relate to the Registration Statement and
each Prospectus as amended or supplemented to the time of delivery of such
opinion; provided,
however, that in lieu of such opinion, such counsel may furnish the
Agents with a letter to the effect that the Agents may rely on such prior
opinion to the same extent as though it was dated the date of such letter
authorizing reliance (except that statements in such prior opinion shall be
deemed to relate to the Registration Statement and each Prospectus as amended
or supplemented to the time of delivery of such letter authorizing reliance).


 


(d)           Subsequent Delivery of Accountant’s Letters. 
The Company agrees that during each Marketing Period, each time that the
Registration Statement or any Prospectus shall be amended or supplemented to
include additional or amended financial information, and each time the Company
(i) sells Notes to the Agents as principals and the Purchase Agreement
specifies the delivery of a letter under this Section 6(d) as a condition
to the purchase of Notes pursuant to such Purchase Agreement, (ii) files
an annual report on Form 10-K under the Exchange Act, (iii) files its
quarterly reports on Form 10-Q under the Exchange Act or (iv) files a
current report on Form 8-K under the Exchange Act (other than any Form 8-K
relating solely to the issuance or offering of


 


21

















 


securities other than the Notes), the Company shall (but in the case of
(iii) or (iv) above only if requested by the Agents and only if such documents
include additional financial information) cause PricewaterhouseCoopers LLP (or
other independent accounts of the Company acceptable to the Agents) to furnish
the Agents, (y) concurrently with such amendment, supplement, Time of
Delivery relating to such sale or filing or (z) if such amendment,
supplement, or filing was not filed during a Marketing Period, on the first day
of the next succeeding Marketing Period, a letter, addressed jointly to the
Company and the Agents and dated the date of delivery of such letter, in form
and substance reasonably satisfactory to the Agents, to the same effect as the
letter referred to in Section 5(g) hereof but modified to relate to the
Registration Statement and each Prospectus, as amended and supplemented to the
date of such letter, with such changes as may be necessary to reflect changes
in the financial statements and other information derived from the accounting
records of the Company; provided, however, that if the
Registration Statement or any Prospectus is amended or supplemented solely to
include financial information as of and for a fiscal quarter, such accountants
may limit the scope of such letter to the unaudited financial, statements
included in such amendment or supplement unless there is contained therein any
other accounting, financial or statistical information that, in the reasonable
judgment of the Agents, should be covered by such letter, in which event such
letter shall also cover such other information.


 


(e)           Opinion on Settlement Date.  On any
settlement date for the sale of Notes, the Company shall, if requested by the
Agents, furnish the Agents with a written opinion of outside counsel to the
Company, dated such settlement date, in form satisfactory to the Agents, to the
effect set forth in Section 5(e) hereof, but modified, as necessary, to
relate to the Prospectus relating to the Notes to be delivered on such
settlement date; provided, however, that in lieu of such opinion, such
counsel may furnish the Agents with a letter to the effect that the Agents may
rely on such prior opinion to the same extent as though it was dated such
settlement date (except that statements in such prior opinion shall be deemed
to relate to the Registration Statement and such Prospectus as amended or
supplemented to the time of delivery of such letter authorizing reliance).


 


Section 7.              Indemnification and Contribution.


 


(a)           Indemnification of Agents.  The Company
shall indemnify and hold harmless the Agents and each person, if any, who
controls the Agents within the meaning of the Act or the Exchange Act from and
against any loss, claim, damage or liability, joint or several, and any action
in respect thereof, to which the Agents or controlling persons may become
subject, under the Act, the Exchange Act or other federal or state statutory
law or regulation, at common law or otherwise, insofar as such loss, claim,
damage, liability or action arises out of, or is based upon, any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement or the Prospectus, or arises out of, or is based upon,
the omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading,
and shall reimburse the Agents and controlling persons for any legal and other
expenses reasonably incurred by the Agents or controlling persons in
investigating or defending or preparing to defend against any such loss, claim,
damage, liability or action as such costs and expenses are incurred; provided,
however, that (i) the Company shall not be liable in


 


22

















 


any such case to the extent that any such loss, claim, damage,
liability or action arises out of, or is based upon, any untrue statement or
alleged untrue statement or omission or alleged omission made in the
Form T-1 or made in the Registration Statement or the Prospectus in
reliance upon and in conformity with written information furnished to the
Company by the Agents specifically for inclusion therein, and (ii) such
indemnity with respect to the Prospectus shall not inure to the benefit of any
Agent (or any person controlling such Agent) from whom the person asserting any
such loss, claim, damage or liability purchased the Notes which are the subject
thereof if such person did not receive a copy of the Prospectus (as amended or
supplemented), excluding documents incorporated therein by reference, at or
prior to the confirmation of  the sale
of such Notes to such person in any case where such delivery is required by the
Act and the untrue statement or omission of a material fact contained in the
Prospectus was corrected in the Prospectus (as amended or supplemented).  This indemnity agreement will be in addition
to any liability which the Company may otherwise have.  The foregoing indemnity agreement is in
addition to any liability which the Company may otherwise have to the Agents or
controlling persons.


 


(b)           Indemnification of the Company. 
Each Agent, severally and not jointly, shall indemnify and hold harmless
the Company, each of the Company’s directors (including any person who, with
his or her consent, is named in the Registration Statement as about to become a
director of the Company), each of its officers who signed the Registration
Statement and any person who controls the Company within the meaning of the Act
or the Exchange Act from and against any loss, claim, damage or liability,
joint or several, and any action in respect thereof, to which the Company or
any such director, officer or controlling person may become subject, under the
Act, the Exchange Act or federal or state statutory law or regulation, at
common law or otherwise, insofar as such loss, claim, damage, liability or
action arises out of, or is based upon, any untrue statement, or alleged untrue
statement of a material fact contained in the Registration Statement or the Prospectus,
or arises out of, or is based upon, the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, but in each case only to the extent that the
untrue statement or alleged untrue statement or omission or alleged omission
was made in reliance upon and in conformity with written information furnished
to the Company by such Agent specifically for inclusion therein, and shall
reimburse the Company or any such director, officer or controlling person for
any legal and other expenses reasonably incurred by such indemnified party in
investigating or defending or preparing to defend against any such loss, claim,
damage, liability or action as such costs and expenses are incurred.  The foregoing indemnity agreement is in
addition to any liability which such Agent may otherwise have to the Company or
any such director, officer or controlling person.


 


(c)           Notice.  Promptly
after receipt by an indemnified party under this Section of notice of any
claim or the commencement of any action, the indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party under
this Section, notify the indemnifying party in writing of the claim or the
commencement of that action; provided, however, that the failure to
notify the indemnifying party shall not relieve it from any liability which it
may have to an indemnified party otherwise than under this Section except
to the extent it has been materially prejudiced by such failure.  If any such claim or action shall be brought
against an indemnified party, and it shall notify the indemnifying party
thereof, the indemnifying


 


23

















 


party shall be entitled to participate therein, and, to the extent that
it wishes, jointly with any other similarly notified indemnifying party, to
assume the defense thereof with counsel satisfactory to the indemnified
party.  After notice from the
indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation; provided, however, that the
Agents shall have the right to employ counsel to represent the Agents if, in
the reasonable judgment of the Agents, it is advisable for the Agents to be
represented by separate counsel, and in that event the fees and expenses of
such counsel (and any local counsel) shall be paid by the Company.  The indemnifying party shall not be liable
for any settlement of any proceeding effected without its written consent, but
if settled with such consent or if there be a final judgment for the plaintiff,
the indemnifying party agrees to indemnify the indemnified party from and
against any loss or liability by reason of such settlement or judgment.  No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement of any
pending or threatened proceeding in respect of which any indemnified party is
or could have been a party and indemnity could have been sought hereunder by
such indemnified party, unless such settlement includes an unconditional
release of such indemnified party from all liability on claims that are the
subject matter of such proceeding.


 


(d)           Contribution.  If the
indemnification provided for in this Section 7 shall for any reason be
unavailable to an indemnified party under Section 7(a) or 7(b) hereof in
respect of any loss, claim, damage or liability, or any action in respect
thereof, referred to therein, then each indemnifying party shall, in lieu of
indemnifying such indemnified party, contribute to the amount paid or payable
by such indemnified party as a result of such loss, claim, damage or liability,
or action in respect thereof, (i) in such proportion as shall be
appropriate to reflect the relative benefits received by the Company on the one
hand and the Agents on the other from the offering of the Notes or (ii) if
the allocation provided by clause (i) above is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Company
on the one hand and the Agents on the other with respect to the statements or
omissions or alleged statements or omissions which resulted in such loss,
claim, damage or liability, or action in respect thereof, as well as any other
relevant equitable considerations.  The
relative benefits received by the Company on the one hand and the Agents on the
other with respect to such offering shall be deemed to be in the same
proportion as the total net proceeds from the offering of the Notes (before
deducting expenses) received by the Company bears to the total commissions
received by the Agents with respect to such offering.  The relative fault shall be determined by reference to whether
the untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by
the Company or the Agents, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or prevent such
statement or omission.  The Company and
the Agents agree that it would not be just and equitable if contributions
pursuant to this Section 7(d) were to be determined by pro rata allocation
or by any other method of allocation which does not take into account the
equitable considerations referred to herein. 
The amount paid or payable by an indemnified party as a result of the
loss, claim, damage or liability, or action in respect thereof, referred to
above in this Section 7(d) shall be deemed to include, for purposes of
this Section 7(d), any legal or other


 


24

















 


expenses reasonably incurred by such indemnified party in connection
with investigating or defending any such action or claim.  Notwithstanding the provisions of this
Section 7(d), the Agents shall not be required to contribute any amount in
excess of the amount by which the total price at which the Notes sold through
the Agents and distributed to the public were offered to the public exceeds the
amount of any damages which the Agents have otherwise paid or become liable to
pay by reason of any untrue or alleged untrue statement or omission or alleged
omission.  No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation.  The
Agents’ obligations under this Section 7(d) to contribute are several in
proportion to their respective obligations under this Agreement and any
Purchase Agreement and not joint.


 


Section 8.              Status of the Agents. 
In
soliciting offers to purchase the Notes from the Company pursuant to this
Agreement (other than in respect of any Purchase Agreement), the Agents are
acting solely as agents for the Company and not as principals.  The Agents will make reasonable efforts to
assist the Company in obtaining performance by each purchaser whose offer to
purchase Notes from the Company has been solicited by the Agents and accepted
by the Company but the Agents shall have no liability to the Company in the
event any such purchase is not consummated for any reason other than breach of
this Agreement by any of the Agents.  If
the Company shall default in its obligations to deliver Notes to a purchaser
whose offer it has accepted, the Company shall (i) hold the Agents
harmless against any loss, claim or damage arising from or as a result of such
default by the Company and (ii), in particular, pay to the Agents any commission
to which they would be entitled in connection with such sale.


 


Section 9.              Representations, Warranties and Obligations to Survive
Delivery.  The respective indemnities, agreements,
representations, warranties and other statements of the Company and the Agents
contained in this Agreement, or made by or on behalf of them, respectively,
pursuant to this Agreement, shall remain operative and in full force and
effect, regardless of any investigation made by or on behalf of the Agents or
any person controlling the Agents or by or on behalf of the Company, and shall
survive each delivery of and payment for any of the Notes.


 


Section 10.            Termination.  This Agreement may be terminated for any
reason with respect to any party hereto, at any time, by any party hereto upon
the giving of one day’s written notice of such termination to the other parties
hereto.  If, at the time of a
termination, an offer to purchase any of the Notes has been accepted by the
Company but the time of delivery to the purchaser has not occurred or if any
Agent continues to hold for resale any Notes purchased as a Principal, the
provisions of this Agreement shall remain in effect until such Notes are
delivered.  The provisions of
Sections 2(c) (only to the extent of any sales made prior to termination),
3(d), 3(h), 4, 7, 8 and 9 hereof shall survive any termination of this
Agreement.


 


Section 11.            Sales of Notes Denominated in a Foreign Currency and Indexed
Notes.  If at any time the Company and the Agents
shall determine to issue and sell Notes denominated in a currency or currency
unit other than U.S. Dollars, which other currency may include a composite
currency, or with respect to which an index is used to determine the amounts of
payments of principal and any premium or interest, the Company and the Agents
shall execute and deliver an


 


25

















 


Amendment (a “Foreign Currency Amendment” or “Indexed
Note Amendment,” as the case may be) in the form attached hereto as
Exhibit 1).  Such amendment shall
establish, as appropriate additions and modifications that shall apply to the
sales, whether offered on an agency or principal basis, of the Notes covered
thereby.


 


Section 12.            Notices.  Except as
otherwise provided herein, all notices and other communications hereunder shall
be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication.  Notices to the Agents shall be directed to
them as follows: Wachovia Capital Markets, LLC, One First Union Center, DC-8,
301 South College Street, Charlotte, NC 28288, Attention: Corporate Bonds
Syndicate Desk, telephone: (704) 383-7727, facsimile: (704) 383-9165; Banc One
Capital Markets, Inc., 1 Bank One Plaza, Suite IL1-0463, Chicago, IL
60670-0595; Banc of America Securities LLC, Bank of America Corporate Center,
100 North Tryon Street, Charlotte, North Carolina 28255, Attention: Medium Term
Note Desk, telephone: (704) 386-9690, facsimile: (704) 388-9939; ABN AMRO
Incorporated, 135 South LaSalle Street, Suite 725, Chicago, Illinois 60603;
Lehman Brothers Inc., 745 7th Avenue, New York, NY 10019, Attention: Debt
Capital Markets.  Notices to the Company
shall be directed to it as follows: 1808 Swift Road, Oak Brook, Illinois 60523;
telephone: (630) 586-8000, facsimile: (630) 587-8010.


 


Section 13.            Binding Effect; Benefits. 
This
Agreement shall be binding upon the Agents, the Company, and their respective
successors.  This Agreement and the
terms and provisions hereof are for the sole benefit of only those persons,
except that (a) the representations, warranties, indemnities and
agreements of the Company contained in this Agreement shall also be deemed to
be for the benefit of the person or persons, if any, who control the Agents
within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act, and (b) the indemnity agreement of the Agents contained in
Section 7 hereof shall be deemed to be for the benefit of directors of the
Company (including any person who, with his or her consent, is named in the
Registration Statement as about to become a director of the Company), officers
of the Company who have signed the Registration Statement and any person
controlling the Company.  Nothing in
this Agreement is intended or shall be construed to give any person, other than
the person referred to in this Section, any legal or equitable right, remedy or
claim under or in respect of this Agreement or any provision contained herein.


 


Section 14.            Governing Law; Counterparts.  This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York.  This Agreement may
be executed in counterparts and the executed counterparts shall together
constitute a single instrument.


 


Section 15.            Paragraph Headings.  The paragraph headings used in this
Distribution Agreement are for convenience of reference only, and are not to
affect the construction hereof or be taken into consideration in the
interpretation hereof.


 


26

















 


If the foregoing
correctly sets forth our agreement, please indicate your acceptance hereof in
the space provided for that purpose below.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  CENTERPOINT PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Rockford O. Kottka

  	
   

  
	
  CONFIRMED AND ACCEPTED,

  	
   

  	
  Name: 
  Rockford O. Kottka

  
	
  as of the date first above written:

  	
   

  	
  Title: 
  Executive Vice President and Treasurer

  
					



 


	
  WACHOVIA CAPITAL MARKETS, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
    /s/  Teresa Hee

  	
   

  	
   

  
	
   

  	
  Name:  Teresa
  Hee

  	
   

  
	
   

  	
  Title: 
  Director

  	
   

  
	
   

  	
   

  
	
  BANC ONE CAPITAL MARKETS, INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
    /s/  Christopher Grumboski

  	
   

  	
   

  
	
   

  	
  Name: 
  Christopher Grumboski

  	
   

  
	
   

  	
  Title: 
  Director

  	
   

  
	
   

  	
   

  
	
  BANC OF AMERICA SECURITIES LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
    /s/  Lily Chang

  	
   

  	
   

  
	
   

  	
  Name:  Lily
  Chang

  	
   

  
	
   

  	
  Title: 
  Principal

  	
   

  
	
   

  	
   

  
	
  ABN AMRO INCORPORATED

  	
   

  
	
   

  	
   

  
	
  By:

  	
    /s/  Vincent Murray

  	
   

  	
   

  
	
   

  	
  Name: 
  Vincent Murray

  	
   

  
	
   

  	
  Title:  Managing Director

  	
   

  
	
   

  	
   

  
	
  LEHMAN BROTHERS INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   /s/  Martin Goldberg

  	
   

  	
   

  
	
   

  	
  Name:  Martin
  Goldberg

  	
   

  
	
   

  	
  Title: 
  Senior Vice President

  	
   

  
									



 


27

















 


SCHEDULE A


 


CENTERPOINT PROPERTIES TRUST


MEDIUM-TERM NOTES 


SCHEDULE OF PAYMENTS


 


The Company agrees
to pay each Agent a commission equal to the following percentage of the
aggregate U.S. dollar equivalent of the principal amount of Notes:


 


	
  TERM

  	
   

  	
  COMMISSION
  RATE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9 months to less than 12 months

  	
   

  	
  .125

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  12 months to less than 18 months

  	
   

  	
  .150

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  18 months to less than 2 years

  	
   

  	
  .200

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  2 years to less than 3 years

  	
   

  	
  .250

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  3 years to less than 4 years

  	
   

  	
  .350

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  4 years to less than 5 years

  	
   

  	
  .450

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  5 years to less than 6 years

  	
   

  	
  .500

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  6 years to less than 7 years

  	
   

  	
  .550

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  7 years to less than 10 years

  	
   

  	
  .600

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  10 years to less than 15 years

  	
   

  	
  .625

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  15 years to less than 20 years

  	
   

  	
  .700

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  20 years to 30 years

  	
   

  	
  .750

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  More than 30 years

  	
   

  	
   

  	
  * 

  



 


28



















EXHIBIT A


 


TERMS OF NOTES


 


The following
terms, if applicable, shall be agreed to by any Agent and the Company in
connection with each sale of Notes:


 


Principal
Amount: 
$                   


(or principal amount of foreign currency or composite currency)


Interest Rate or
Formula:


If Fixed Rate Note,


Interest Rate:


Default Rate:


Interest Payment Dates:


Record Dates:


If Floating Rate Note,


Interest Rate Basis(es):


 


If LIBOR,


 


o            LIBOR Reuters


Page:


 


o            LIBOR Telerate


Page:


 


Designated LIBOR Currency:


If CMT Rate,


Designated CMT Telerate Page:


Designated CMT Maturity Index:


Index Maturity:


Spread and/or Spread multiplier, if any:


Initial Interest Rate, if any:


Initial Interest Reset Date:


Interest Payment Dates:


Record Dates:


Default Rate:


Maximum Interest Rate, if any:


Minimum Interest Rate, if any:


Fixed Rate Commencement Date, if any:


Fixed Interest Rate, if any:


Calculation Agent:


 


If Redeemable:


Initial Redemption Date:


Initial Redemption Percentage:


Annual Redemption Percentage Reduction, if any:


 

















 


If Repayable:


Optional Repayment Date(s):


Original Issue Date:


Stated Maturity Date:


Specified Currency:


Exchange Rate Agent:


Authorized Denomination:


Purchase Price:     %, plus accrued interest, if
any, from
                        


Closing Date and Time:


Additional/Other Terms:


 


2

















 


EXHIBIT B


 


CENTERPOINT PROPERTIES TRUST

MEDIUM-TERM NOTES

ADMINISTRATIVE PROCEDURES


 


Medium-Term Notes Due Nine Months or More from Date of Issuance (the “Notes”)
are to be offered on a continuing basis by CenterPoint Properties Trust (the “Company”). 
                             ,
                             ,
                             ,
as Agents (each an “Agent” and collectively the “Agents”)
have each agreed to use its reasonable best efforts to solicit offers to
purchase the Notes.  The Notes are being
sold pursuant to a Distribution Agreement between the Company and the Agents
dated June      , 2004 (as it may be supplemented
or amended from time to time, the “Distribution Agreement”) to which these
administrative procedures are attached as an exhibit.  The Notes are to be issued from time to time pursuant to an
indenture, dated as of March 12, 2004 (the “Original Indenture”), by
and between the Company and SunTrust Bank, as trustee (the “Trustee”), as supplemented
by the First Supplemental Indenture, dated as of
June      , 2004 (the “First Supplement”), by and
between the Company and the Trustee (the Original Indenture, as supplemented,
and as may be further supplemented and amended from to time to time, is
referred to as the “Indenture.”)   The Notes will rank equally with all other unsecured and
unsubordinated indebtedness of the Company and will have been registered with
the Securities and Exchange Commission (the “Commission”).  Terms defined in the Prospectus relating to the Notes (the “Prospectus,”
which term shall include any Prospectus Supplement relating to the Notes and
any Pricing Supplement relating to an applicable Note) and in the Distribution
Agreement shall have the same meaning when used in this exhibit.  Special administrative procedures for
Multi-Currency Notes and for Global Securities relating to Book-Entry Notes
follow these administrative procedures.


 


Administrative
responsibilities, document control and record-keeping functions to be performed
on behalf of the Company will be performed by the Company’s Chief Financial
Officer.  Administrative procedures for
the offering are explained below.


 


Price to Public


 


Each Note will be
issued at 100% of principal amount, unless otherwise determined by the Company
and specified in the applicable Pricing Supplement.


 


Date of Issuance


 


Each Note will be
dated and issued as of the date of its authentication by the Trustee.


 


Maturities


 


Each Note will
mature on a Business Day (as defined below) selected by the purchaser and
agreed upon by the Company, such date being at least nine Months from the date
of issuance.  Each Floating Rate Note
will mature on an Interest Payment Date (as defined below).


 

















 


“Business Day” shall mean any day which is not a
Saturday or Sunday and which is not a day on which banking institutions are
generally authorized or obligated by law or executive order to close in The
City of New York and Chicago.


 


Registration


 


Notes will be
issued only in fully registered form as either a Book-Entry Note or a
Certificated Note.  Certificated Notes
may be presented for registration of transfer or exchange at the Trustee’s New
York office.


 


Denominations


 


The Notes (other
than Notes represented by Global Securities) will be issued and payable in U.S.
dollars in the denomination of $1,000 and any larger denomination which is an
integral multiple of $1,000.


 


Interest Payments


 


Each Note bearing
interest at a fixed rate (a “Fixed Rate Note”) will bear interest from
its issue date at the annual rate stated on the face thereof, payable, as
specified in the applicable Pricing Supplement (each such specified date, an “Interest
Payment Date” with respect to such Fixed Rate Note) and at Stated
Maturity or upon redemption, if applicable.


 


Special provisions
are set forth in the Prospectus and in the form of Floating Rate Note relating
to Notes bearing interest at a rate or rates determined by reference to an
interest rate formula (“Floating Rate
Notes”) at a rate determined pursuant to the formula stated on the
face thereof, payable in arrears on such dates as are specified therein (each
an “Interest Payment Date” with
respect to such Floating Rate Note).


 


Unless otherwise
specified in the applicable Pricing Supplement, interest on Fixed Rate Notes
will be calculated and paid on the basis of a 360-day year of twelve 30-day
months.  Unless otherwise specified in
the applicable Pricing Supplement, interest will be payable to the person in
whose name such Note is registered at the close of business on the fifteenth
calendar day (whether or not such date shall be a Business Day) next preceding
an Interest Payment Date with respect to Fixed Rate Notes or Floating Rate
Notes (the “Regular
Record Dates”); provided, however, that interest payable
at Stated Maturity will be payable to the person to whom principal shall be
payable.  Any payment of principal and
interest on any Note required to be paid on an Interest Payment Date or at
Stated Maturity or upon redemption, if applicable, which is not a Business Day
shall be postponed to the next day which is a Business Day.  The first payment of interest on any Note
originally issued between a Regular Record Date and an Interest Payment Date
will be made on the Interest Payment Date following the next succeeding Regular
Record Date.  All interest payments,
excluding interest payments made at Stated Maturity or upon redemption, if
applicable, will be made by check mailed to the person entitled thereto as
provided above (which, in the case of a permanent Global Note representing Book
Entry Notes, shall be the Depository Trust Company or nominee thereof), or, at
the option of the Company, by wire transfer to an account maintained by such
person with a bank located in the United States.


 


2

















 


Notwithstanding the foregoing, the holder of $10 million or more in
aggregate principal amount of Notes with the same Interest Payment Date may
request payment by wire transfers.


 


On the fifth
Business Day immediately preceding each Interest Payment Date, the Trustee will
furnish the Company with the total amount of the interest payments to be made
on such Interest Payment Date.  The
Trustee (or any duly selected paying agent) will provide monthly to the Company’s
Treasury Department a list of the principal and interest to be paid on Notes
maturing in the next succeeding month. 
The Company will provide to the Trustee (and any such paying agent) not
later than the payment date sufficient moneys to pay in full all principal and
interest payments due on such payment date. 
The Trustee or any such paying agent will assume responsibility for
withholding taxes on interest paid as required by law.


 


Acceptance and Rejection of Offers


 


The Company shall
have the sole right to accept offers to purchase Notes and may reject any such
offer in whole or in part.  Each Agent
shall promptly communicate to the Company, orally or in writing, each
reasonable offer to purchase Notes from the Company received by it other than
those rejected by such Agent.  Each
Agent shall have the right, in its discretion reasonably exercised without
advising the Company, to reject any offers in whole or in part.


 


Settlement


 


The receipt of
immediately available funds in U.S. Dollars by the Company in payment for a
Note (less the applicable commission) and the authentication and issuance of
such Note shall, with respect to such Note, constitute “Settlement.” All offers
accepted by the Company will be settled on the third Business Day from the date
of acceptance by the Company pursuant to the timetable for Settlement set forth
below unless the Company and the purchaser agree to Settlement on another date;
provided,
however, that the Company will so notify the Trustee of any such
other date on before the Business Day immediately prior to the Settlement date.


 


Settlement Procedures


 


In the event of a
purchase of Notes by an Agent, as principal, appropriate Settlement details
will be set forth in the Purchase Agreement to be entered into between such Agent
and the Company pursuant to the Distribution Agreement.  In the event of the sale of a Multi-Currency
Note or an Indexed Note, additional or different Settlement details may be set
forth in the Amendment to be entered into between the Agents and the Company
pursuant to the Distribution Agreement.


 


3

















 


Settlement
procedures with regard to each Note sold through each Agent shall be as
follows:


 


A.                                   Such Agent (the “Presenting Agent”) will
advise the Company by telephone, telex or facsimile, of the following
Settlement information:


 


1.                                       Exact name in which the Note is to be
registered (“Registered
Owner”).


 


2.                                       Exact address of the Registered Owner and
address for payment of principal and interest, if any.


 


3.                                       Taxpayer identification number of the
Registered Owner.


 


4.                                       Principal amount of the Note (and, if
multiple Notes are to be issued, denominations thereof).


 


5.                                       Settlement date.


 


6.                                       Stated Maturity.


 


7.                                       Issue Price and any OID information.


 


8.                                       Trade Date/Original Issue Date.


 


9.                                       Interest rate:


 


(a)                                  Fixed Rate Notes:


 


(i)                           interest rate


 


(ii)                        overdue rate, if any


 


(b)                                 Floating Rate Notes:


 


(i)                           interest rate basis


 


(ii)                        initial interest rate


 


(iii)                     spread or spread multiplier, if any


 


(iv)                    interest rate reset periods


 


(v)                       interest payment dates


 


(vi)                    index maturity


 


4

















 


(vii)                 maximum and minimum interest rates, if any


 


(viii)              record dates


 


(ix)                      interest determination dates


 


(x)                         overdue rate, if any


 


10.                                 The date on or after which the Notes are
redeemable at the option of the Company, and additional redemption or
repurchase provisions, if any.


 


11.                                 Wire transfer information.


 


12.                                 Presenting Agent’s Commission (to be paid
in the form of a discount from the proceeds remitted to the Company upon
Settlement).


 


B.                                     The Company will confirm the above
Settlement information to the Trustee by telephone, telex or facsimile, and the
Trustee will assign a Note number to the transaction.  If the Company rejects an offer, the Company will promptly notify
the Presenting Agent and the Trustee by telephone.


 


C.                                     The Trustee will complete the first page
of the preprinted 4-ply Note packet [NOTE: 
Such a packet need not be prepared if the Company is utilizing the
book-entry system, SEE procedures below], the form of which was previously
approved by the Company, the Agents and the Trustee.


 


D.                                    The Trustee will deliver the Note (with
the attached white confirmation) and the yellow and blue stubs to the
Presenting Agent.  The Presenting Agent
will acknowledge receipt of the Note by completing the yellow stub and
returning it to the Trustee.


 


E.                                      The Presenting Agent will cause to be
wire transferred to a bank account designated by the Company immediately
available funds in U.S. (dollars in the amount of the principal amount of the
Note, less the applicable commission or discount, if any).


 


F.                                      The Presenting Agent will deliver the
Note (with the attached white confirmation) to the purchaser against payment in
immediately available funds in the amount of the principal amount of the
Note.  The Presenting Agent will deliver
to the purchaser a copy of the most recent Prospectus as amended or
supplemented (including the Pricing Supplement) applicable to the Note to such
purchaser or its agent prior to or together with the earlier of the delivery to
such purchaser, or its agent, of (i) the confirmation of sale, or
(ii) the Note.


 


G.                                     The Presenting Agent will obtain the
acknowledgment of receipt for the Note and Prospectus by the purchaser through
the purchaser’s completion of the blue stub.


 


5

















 


H.                                    The Trustee will mail the pink stub to
the Company’s Chief Financial Officer.


 


Settlement Procedures Timetable


 


For offers
accepted by the Company, Settlement procedures “A” through “H” set forth above
shall be completed on or before the respective times set forth below:


 


 


	
  SETTLEMENT

  PROCEDURE

  	
   

  	
  TIME (NEW YORK)

  
	
   

  	
   

  	
   

  
	
  A

  	
   

  	
  5 PM on date of order

  
	
   

  	
   

  	
   

  
	
  B

  	
   

  	
  3 PM on the Business Day prior to Settlement Date

  
	
   

  	
   

  	
   

  
	
  C-D

  	
   

  	
  12 noon on the Settlement Date

  
	
   

  	
   

  	
   

  
	
  E

  	
   

  	
  2:15 PM on the Settlement Date

  
	
   

  	
   

  	
   

  
	
  F-G

  	
   

  	
  3 PM on the Settlement Date

  
	
   

  	
   

  	
   

  
	
  H

  	
   

  	
  5 PM on Business Day after the Settlement Date

  



 


Fails


 


In the event that
a purchaser of a Note shall either fail to accept delivery of or make payment for
such Note on the date fixed by the Company for Settlement, the Presenting Agent
will immediately notify the Trustee and the Company’s Chief Financial Officer
by telephone, confirmed in writing, of such failure and return the Note to the
Trustee.  Upon the Trustee’s receipt Of
the Note from the Presenting Agent, the Company will promptly return to the
Presenting Agent an amount of immediately available funds in U.S. dollars equal
to any amount previously transferred to the Company in respect of the Note pursuant
to advances made by the Presenting Agent. 
Such returns will be made on the Settlement date, if possible, and in
any event not later than 12 noon (New York City time) on the Business Day
following the Settlement date.  The
Company will reimburse the Presenting Agent on an equitable basis for its loss
of the use of the funds during the period when the funds were credited to the
account of the Company.  Upon receipt of
the Note in respect of which the default occurred, the Trustee will mark the
Note “cancelled,” make appropriate entries in its records and deliver the Note
to the Company with an appropriate debit advice.  The Presenting Agent will not be entitled to any commission with
respect to any Note which the purchaser does not accept or make payment for.


 


Pricing Redemption


 


Except as
otherwise specified in the applicable Pricing Supplement and on the Notes, the
Notes will not be redeemable prior to their Stated Maturity.  If so specified in a Pricing Supplement and
on the Note, such Note will be subject to redemption by the Company, at any
time on or after the date set forth on such supplement and the Note, in whole
or from time to time in part, at the option of the Company, at the redemption
price set forth therein, together with


 


6

















 


interest accrued thereon on the date of redemption, plus a Make-Whole
Amount, as described in the Prospectus.


 


Notice of
redemption shall be given by first-class mail postage prepaid, mailed not less
than 30 calendar days nor more than 60 calendar days prior to the date of
redemption, to each holder of Notes to be redeemed, in the manner and in
accordance with the Indenture.  In the
event of redemption in part of any Note, a new Note for the amount of the
unredeemed portion shall be issued in the name of the Holder upon cancellation
of the redeemed Note.


 


Maturity


 


Upon presentation
of each Certificated Note at Maturity, the Trustee (or any duly appointed
paying Agent) will pay the principal amount thereof, together with accrued
interest through the date of redemption. 
Such payment shall be made in immediately available funds in U.S.
dollars, provided that the Note is presented to the Trustee (or any such paying
Agent) in time for the Trustee (or such paying Agent) to make payments in such
funds in accordance with its normal procedures.  The Company will provide the Trustee (and any such paying Agent)
with funds available for immediate use for such purpose.  Certificated Notes presented at Maturity
will be cancelled by the Trustee as provided in the Indenture.


 


Procedures for Establishing the
Terms of the Notes


 


The Company and
the Agents will discuss from time to time the rates to be borne by the Notes
that may be sold as a result of the solicitation of offers by the Agents.  Once an Agent has recorded any indication of
interest in Notes upon certain terms, and communicated with the Company, if the
Company accepts an offer to purchase Notes upon such terms, it will prepare a
Pricing Supplement in the form previously approved by the Presenting Agent,
reflecting the terms of such Notes and, after approval from the Presenting
Agent, will arrange to have such Pricing Supplement (together with the
Prospectus, if amended or supplemented) filed with the Commission and will
supply an appropriate number of copies of the Prospectus, as then amended or
supplemented, together with such Pricing Supplement, to the Presenting
Agent.  See “Delivery of Prospectus”
below.  No settlements with respect to
Notes upon such terms may occur prior to such filing and the Presenting Agent
will not, prior to such filing, mail confirmations to customers who have
offered to purchase Notes upon such terms. 
After such filing, sales, mailing of confirmations and settlements may
occur with respect to Notes upon such terms, subject to the provisions of
“Delivery of Prospectus” below.


 


If the Company
decides to post rates and a decision has been reached to change interest rates,
the Company will promptly notify each Agent. 
Each Agent will forthwith suspend solicitation of purchases.  At that time, the Agents will recommend and
the Company will establish rates to be so “posted.” Following establishment of
posted rates and prior to the filing described in the following sentence, the
Agents may only record indications of interest in purchasing Notes at the
posted rates.  Once any Agent has
recorded any indication of interest in Notes at the posted rates and
communicated with the Company, if the Company plans to accept an offer at the
posted rate, it will prepare a Pricing Supplement reflecting such posted rates
and, after approval from the Presenting Agent, will arrange to have such
Pricing Supplement (together


 


7

















 


with the Prospectus if amended or supplemented) filed with the
Commission and will supply an appropriate number of copies of the Prospectus,
as then amended or supplemented, to the Presenting Agent.  See “Delivery of Prospectus.” No settlements
at the posted rates may occur prior to such filing and the Presenting Agent
will not, prior to such filing, mail confirmations to customers who have
offered to purchase Notes at the posted rates. 
After such filing, sales, mailing of confirmations and settlements may
resume, subject to the provisions of “Delivery of Prospectus” below.


 


Suspension of Solicitation;
Amendment or Supplement


 


In the event that
at the time the Agents, at the direction of the Company, suspend solicitation
of offers to purchase from the Company there shall be any orders outstanding
which have not been settled, the Company will promptly advise the Agents and
the Trustee whether such orders may be settled and whether copies of the
Prospectus as theretofore amended and/or supplemented as in effect at the time
of the suspension may be delivered in connection with the settlement of such
orders.  The Company will have the sole
responsibility for such decision and for any arrangements which may be made in
the event that the Company determines that such orders may not be settled or
that copies of such Prospectus may not be so delivered.


 


Delivery of Prospectus


 


A copy of the
Prospectus as most recently amended or supplemented on the date of delivery
thereof, together with the applicable Pricing Supplement, must be delivered to
a purchaser prior to or together with the earlier of the delivery by the Agents
of (i) the written confirmation of a sale sent to a purchaser or his agent
and (ii) any Note purchased by such purchaser.  The Company shall ensure that the Presenting Agent receives
copies of the Prospectus and each amendment or supplement thereto (including
the applicable Pricing Supplement) in such quantities and within such time
limits as will enable the Presenting Agent to deliver such confirmation or Note
to a purchaser as contemplated by these procedures and in compliance with the
preceding sentence.  Copies of Pricing
Supplements should be delivered to the Agents as follows:
                                                                                             .  If since the date of acceptance of a
purchaser’s offer, the Prospectus shall have been supplemented solely to
reflect any sale of Notes on terms different from those agreed to between the
Company and such purchaser or a change in posted rates not applicable to such
purchaser, such purchaser shall not receive the Prospectus as supplemented by
such new supplement, but shall receive the Prospectus as supplemented to
reflect the terms of the Notes being purchased by such purchaser and otherwise
as most recently amended or supplemented on the date of delivery of the
Prospectus.  The Trustee will make all
such deliveries with respect to all Notes sold directly by the Company.


 


8

















 


Authenticity of Signatures


 


The Company will
cause the Trustee to furnish the Agents from time to time with the specimen
signatures of each of the Trustee’s officers, employees and Agents who have
been authorized by the Trustee to authenticate Notes, but the Agents will have
no obligation or liability to the Company or the Trustee in respect of the
authenticity of the signature of any officer, employee or agent of the Company
or the Trustee on any Note.


 


Advertising Costs


 


The Company will
determine with the Agents the amount and nature of advertising that may be
appropriate in offering the Notes. 
Advertising expenses incurred with the consent of the Company will be
paid by the Company.


 


9

















 


SPECIAL ADMINISTRATIVE PROCEDURES

FOR MULTI-CURRENCY NOTES


 


Unless otherwise
set forth in an applicable Foreign Currency Amendment, the following procedures
and terms shall apply to Multi-Currency Notes in addition to, and to the extent
inconsistent therewith in replacement of, the procedures and terms set forth
above.


 


Denominations


 


The authorized
denominations for Multi-Currency Notes will be set forth in the applicable
Pricing Supplement.


 


Currencies


 


Unless otherwise
specified in the applicable Pricing Supplement, purchasers of Multi-Currency
Notes are required to pay for such Multi-Currency Notes in the Specified
Currency in immediately available funds if requested by the purchaser of the
Multi-Currency Note on or prior to the fifth Business Day preceding the date of
delivery of the Multi-Currency Notes (or by such other day as the Presenting
Agent shall determine), the Presenting Agent will arrange the conversion of
U.S. dollars into such Specified Currency to enable the purchaser to pay for
the Multi-Currency Notes.  Each such
conversion will be made by the Presenting Agent on such terms and subject to
such conditions, limitations and charges as such Presenting Agent may from time
to time establish in accordance with its regular foreign exchange
practices.  All costs of exchange will
be borne by the purchasers of the Multi-Currency Notes.


 


Payment of Principal and Interest


 


The principal of,
premium, if any, and interest on Multi-Currency Notes will be payable in the
Specified Currency.  Unless otherwise
indicated in the applicable Pricing Supplement, the agent appointed by the
Company (the “Exchange Rate Agent”) will convert all such payments of
principal, premium, if any, and interest to U.S. dollars.  However, unless otherwise indicated in the
applicable Pricing Supplement, the holder of a Multi-Currency Note may elect to
receive such payments in the Specified Currency as described below.


 


Any U.S. dollar
amount to be received by a holder of a Multi-Currency Note will be based on the
highest bid quotation in The City of New York received by the Exchange Rate
Agent at approximately 11:00 A.M., New York City time, on the second Business
Day preceding the applicable payment date from three recognized foreign
exchange dealers (one of which may be the Exchange Rate Agent) for the purchase
by the quoting dealer of the Specified Currency for U.S. dollars for settlement
on such payment date in the aggregate amount of the Specified Currency payable
to ail holders of Notes scheduled to receive U.S. dollar payments and at which
the applicable dealer commits to execute a contract.  If such bid quotations are not available, payments will be made
in the Specified Currency.  All currency
exchange costs will be borne by the holder of the Multi-Currency Note by
deductions from such payments.


 

















 


A holder of a
Multi-Currency Note may, unless otherwise specified in the applicable Pricing
Supplement, elect to receive payment of the principal of, premium, if any, and
interest on such Multi-Currency Notes in the Specified Currency, by
transmitting a written request for such payment by mail, hand delivered, or by
cable, telex or other form of facsimile transmission to the principal office of
the Trustee (acting as the Company’s paying agent in The City of New York) on
or prior to the Record Date or at least sixteen days prior to Maturity, as the
case may be, such election to remain in effect until revoked by written notice
to the Trustee received by the Trustee on or prior to the Record Date or at
least sixteen days prior to Maturity, as the case may be.  A holder of a Multi-Currency Note may elect
to receive payment in the Specified Currency for all principal, premium, if
any, and interest payments and need not file a separate election for each
payment.


 


Interest on
Multi-Currency Notes paid in U.S. dollars will be paid in the manner specified
in the applicable Pricing Supplement. 
Unless otherwise specified in the applicable Pricing Supplement,
interest on Multi-Currency Notes paid in the Specified Currency will be paid by
wire transfer to a bank account maintained by the holder in the country of the
Specified Currency.  The principal of
Multi-Currency Notes, together with interest accrued and unpaid therein, due at
Maturity will be paid in immediately available funds against presentation of
such Multi-Currency Notes at the principal office of the Trustee, provided that
principal, premium, if any, and interest payable at Maturity in a Specified
Currency will be paid by wire transfer to such bank account.  Any payment of principal or interest
required to be made on an Interest Payment Date or at Maturity of a Multi-Currency
Note which is not a Business Day need not be made on such day, but may be made
on the next succeeding Business Day with the same force and effect as if made
on the Interest Payment Date or Maturity, as the case may be, and no interest
shall accrue from the period from and after such Interest Payment Date or
Maturity.


 


Payment Currency


 


If a Specified
Currency is not available for payment of principal or interest with respect to
a Multi-Currency Note due to the imposition of exchange controls or other
circumstances beyond the reasonable control of the Company, the Company will be
entitled to satisfy its obligations to holders of Multi-Currency Notes by
making such payment in U.S. dollars on the basis of the noon buying rate in The
City of New York for cable transfers of the Specified Currency as certified for
customs purposes by the Federal Reserve Bank of New York (the “Market
Exchange Rate”) on the second day prior to such payment, or if such
Market Exchange Rate is not then available, on the basis of the most recently
available Market Exchange Rate or as otherwise indicated in the applicable
Pricing Supplement.  Any payment made
under such circumstances in U.S. dollars where required payment is in a
Specified Currency will not constitute a default under the Indenture.


 


Outstanding Multi-Currency Notes


 


For purposes of
calculating the principal amount of any Multi-Currency Note for any purpose
under the Indenture, the principal amount of such Multi-Currency Note at any
time Outstanding shall be deemed to be the U.S. dollar equivalent at the Market
Exchange Rate,


 


2

















 


determined as of the date of the original issuance of such
Multi-Currency Note, of the principal amount of such Multi-Currency Note.


 


Details for Settlement of
Multi-Currency Notes


 


In addition to the
Settlement information specified in “Settlement Procedures” above, the
Presenting Agent shall communicate to the Company in the manner set forth in
“Settlement Procedures” the following information:


 


1.                         Specified Currency


 


2.                         Denominations


 


3.                         Wire transfer and overseas bank account
information (if holder has elected payment in a Specified Currency).


 


Whether the sale
is through an Agent or to an Agent, as principal, additional or different Settlement
details may be set forth in an amendment to these administrative procedures to
be agreed to by such Agent and the Company.


 


3

















 


SPECIAL ADMINISTRATIVE PROCEDURES FOR BOOK-ENTRY NOTES


 


Each Note will be
represented by either a Global Security delivered to the Trustee, as agent for
the Depository Trust Company (“DTC”), and recorded in the book-entry
system maintained by DTC or a certificate delivered to the Holder thereof or a
Person designated by such Holder.  A
Holder of a Book-Entry Note will not be entitled to receive a certificate
representing such Note.  In connection
with the qualification of the Book-Entry Notes for eligibility in the
book-entry system maintained by DTC, the Trustee will perform the custodial,
document control and administrative functions described below, in accordance
with its respective obligations under a Letter of Representations from the
Company and the Trustee to DTC and a Medium-Term Note Certificate Agreement
previously entered into between the Trustee and DTC, and its obligations as a
participant in DTC, including DTC’s Same-Day Funds Settlement System (“SDFS”).  Except as otherwise set forth in this
Exhibit B, Book-Entry Notes will be issued in accordance with the administrative
procedures set forth below.


 


Issuance


 


On any date of
settlement (as defined under “Settlement” below) of one or more Fixed
Rate Book-Entry Notes, the Company will issue a single Global Security in fully
registered form without coupons representing the principal amount of all of
such Notes that have the same original issuance date, interest rate and Stated
Maturity.  Similarly, on any settlement
date for one or more Floating Rate Book-Entry Notes, the Company will issue a
single Global Security representing the principal amount of all of such Notes
that have the same interest rate formula, original issuance date, Initial
Interest Rate, Interest Payment Dates, Index Maturity, Spread, Spread
Multiplier, minimum interest rate (if any), maximum interest rate (if any) and
Stated Maturity.  Each Global Security
will be dated and issued as of the date of its authentication by the
Trustee.  Each Global Security will have
an interest accrual date (the “Interest Accrual Date”), which will be
(i) with respect to an original Global Security (or any portion thereof), its
original issuance date and (ii) with respect to any Global Security (or portion
thereof) issued subsequently upon exchange of a Global Security or in lieu of a
destroyed, lost or stolen Global Security, the most recent Interest Payment
Date to which interest has been paid or duly provided for on the predecessor
Global Security or Securities (or if no such payment or provision has been
made, the original issuance date of the predecessor Global Security),
regardless of the date of authentication of such subsequently issued Global
Security.  No Global Security will
represent (i) both Fixed Rate and Floating Rate Book-Entry Notes or
(ii) any Certificated Note or (iii) any Multi-Currency or Indexed
Note.


 


Identification Numbers


 


The Company will
arrange, on or prior to commencement of a program for the offering of
Book-Entry Notes, with the CUSIP Service Bureau of Standard & Poor’s
Corporation (the “CUSIP Service Bureau”) for the reservation of a series of
CUSIP numbers (including tranche numbers), consisting of approximately 900
CUSIP numbers and relating to Global Securities representing the Book-Entry
Notes.  The Trustee has or will obtain
from the CUSIP Service Bureau a written list of such series of reserved CUSIP
numbers and will deliver to the Company and DTC such written list of 900 CUSIP
numbers of such series.  The Company
will assign 


 

















 


CUSIP numbers to Global Securities as described below under Book Entry
Settlement Procedure “B.” DTC will notify the CUSIP Service Bureau periodically
of the CUSIP numbers that the Company has assigned to Global Securities.  The Trustee will notify the Company at any
time when fewer than 100 of the reserved CUSIP numbers remain unassigned to
Global Securities, and if it deems necessary, the Company will reserve
additional CUSIP numbers for assignment to Global Securities representing
Book-Entry Notes.  Upon obtaining such
additional CUSIP numbers the Trustee shall deliver such additional CUSIP
numbers to the Company and DTC.


 


Registration


 


Each Global
Security will be registered in the name of Cede & Co., as nominee for DTC,
on the Securities Register maintained under the indenture governing such Global
Security.  The beneficial owner of a
Book-Entry Note (or one or more indirect participants in DTC designated by such
owner) will designate one or more participants in DTC (with respect to such
Note, the “Participants”)
to act as agent or Agents for such owner in connection with the book-entry
system maintained by DTC, and DTC will record in book-entry form, in accordance
with instructions provided by such Participants, a credit balance with respect
to such Note in the account of such Participants.  The ownership interest of such beneficial owner in such Note will
be recorded through the records of such Participants or through the separate
records of such Participants and one or more indirect participants in DTC.


 


Transfers


 


Transfers of a
Book-Entry Note will be accomplished by book entries made by DTC and, in turn,
by Participants (and in certain cases, one or more indirect participants in
DTC) acting on behalf of beneficial transferors and transferees of such Note.


 


Consolidation and Exchange


 


The Trustee may
deliver to DTC and the CUSIP Service Bureau at any time a written notice of
consolidation specifying (i) the CUSIP numbers of two or more Outstanding
Global Securities that represent (A) Fixed Rate Book-Entry Notes having
the same original issuance date, interest rate and Stated Maturity and with
respect to which interest has been paid to the same date or (B) Floating
Rate Book-Entry Notes having the same interest rate formula, original issuance
date, Initial Interest Rate, Interest Payment Dates, Index Maturity, Spread or
Spread Multiplier, minimum interest rate (if any), maximum interest rate (if
any) and with respect to which interest has been paid to the same date,
(ii) a date, occurring at least thirty days after such written notice is
delivered and at least thirty days before the next Interest Payment Date for
such Book-Entry Notes, on which such Global Securities shall be exchanged for a
single replacement Global Security and (iii) a new CUSIP number obtained
from the Company, to be assigned to such replacement Global Security.  Upon receipt of ouch a notice, DTC will send
to its participants (including the Trustee) a written reorganization notice to
the effect that such exchange will occur on such date.  Prior to the specified exchange date, the
Trustee will deliver to the CUSIP Service Bureau a written notice setting forth
such exchange date and the new CUSIP number and stating that, as of such
exchange date, the CUSIP numbers of the Global Securities to be exchanged will
no longer be valid.  on the specified
exchange date, the Trustee


 


2

















 


will exchange such Global Securities for a single Global Security
bearing the new CUSIP number and a new Interest Accrual Date, and the CUSIP
numbers of the exchanged Global Securities will, in accordance with CUSIP
Service Bureau procedures, be cancelled and not immediately reassigned.  Notwithstanding the foregoing, if the Global
Securities to be exchanged exceed $200,000,000 in aggregate principal amount,
one Global Security will be authenticated and issued to represent each
$200,000,000 of principal amount of the exchanged Global Securities and an
additional Global Security will be authenticated and issued to represent any
remaining principal amount of such Global Securities (see “Denominations” below).


 


Maturities


 


Each Book-Entry
Note will mature on a date not less than nine months after the settlement date
for such Note.  A Floating Rate
Book-Entry Note will mature only on an Interest Payment Date for such Note.


 


Denominations


 


Book-Entry Notes
will be issued in principal amounts of $1,000 or any amount in excess thereof
that is an integral multiple of $1,000. 
Global Securities representing one or more Book-Entry Notes will be
denominated in principal amounts not in excess of $200,000,000.  If one or more Book-Entry Notes having an
aggregate principal amount in excess of $200,000,000 would, but for the
preceding sentence, be represented by a single Global Security, then one Global
Security will be issued to represent each $200,000,000 principal amount of such
Book-Entry Note or Notes and an additional Global Security will be issued to
represent any remaining principal amount of such Book-Entry Note or Notes.  In such a case, each of the Global
Securities representing such Book-Entry Note or Notes shall be assigned the
same CUSIP number.


 


Interest


 


General. 
Interest on each Book-Entry Note will accrue from the Interest Accrual
Date of the Global Security representing such Note.  Each payment of interest on a Book-Entry Note will include
interest accrued through the day preceding, as the case may be, the Interest
Payment Date or Maturity; provided, however, that if the Interest Reset Dates
with respect to any such Note are daily or weekly, interest payable on any
Interest Payment Date, other than interest payable on any date on which
principal for such Note is payable, will include interest accrued from but
excluding the second preceding Regular Record Date to and including the next
preceding Regular Record Date.  Interest
payable at the Maturity of a Book-Entry Note will be payable to the Person to
whom the principal of such Note is payable. 
Standard & Poor’s Corporation will use the information received in
the pending deposit message described under Settlement Procedure “C” below in
order to include the amount of any interest payable and certain other
information regarding the related Global Security in the appropriate weekly
bond report published by Standard & Poor’s Corporation.


 


On the first
Business Day of January, April, July and October of each year, the
Trustee will deliver to the Company and DTC a written list of Regular Record
Dates and Interest


 


3

















 


Payment Dates that will occur with respect to Floating Rate Book-Entry
Notes during the six-month period beginning on such Interest Determination Date
first Business Day.  Promptly after each
for Book Entry Notes which are Floating Rate Notes, the Company will notify the
Trustee, and the Trustee in turn will notify Standard & Poor’s Corporation,
of the interest rates determined on such Interest Determination Date.


 


Payments of Principal and Interest


 


Payments of Interest Only. 
Promptly after each Regular Record Date, the Trustee will deliver to the
Company and DTC a written notice specifying by CUSIP number the amount of interest
to be paid on each Global Security on the following interest Payment Date
(other than an Interest Payment Date coinciding with Maturity) and the total of
such amounts.  DTC will confirm the
amount payable on each Global Security on such Interest Payment Date by
reference to the daily bond reports published by Standard & Poor’s
Corporation.  The Company will pay to
the Trustee, as paying agent, the total amount of interest due on such Interest
Payment Date (other than at Maturity), and the Trustee will pay such amount to
DTC at the times and in the manner set forth below under “Manner of Payment.”


 


Payments at Maturity. 
On or about the first Business Day of each month, the Trustee will
deliver to the Company, DTC and the Trustee a written List of principal and
interest to be paid on each Global Security maturing in the following
month.  The Company, the Trustee and DTC
will confirm the amounts of such principal and interest payments with respect
to each such Global Security on or about the fifth Business Day preceding the
Maturity of such Global Security.  The
Company will pay to the Trustee, as the paying agent, the principal amount of
such Global Security, together with interest due at such Maturity.  The Trustee will pay such amount to DTC at
the times and in the manner set forth below under “Manner of Payment.”


 


Promptly after
payment to DTC of the principal and interest due at the Maturity of such Global
Security, the Trustee will cancel such Global Security and deliver it to the
Company with an appropriate debit advice on the first Business Date of each
month, the Trustee will prepare a written statement indicating the total
principal amount of Outstanding Global Securities for which it serves as
trustee as of the immediately preceding Business Day.


 


Manner of Payment. 
The total amount of any principal and interest due on Global Securities
on any Interest Payment Date or at Maturity shall be paid by the Company to the
Trustee in funds available for use by the Trustee as of 9:30 A.M. (New
York City time) on such date.  The
Company will make such payment on such Global Securities by instructing the
Trustee to withdraw funds from an account maintained by the Company at the
Trustee.  The Company will confirm such
instructions in writing to the Trustee, with a copy to the Trustee under the
Indenture governing such Global Securities if such Global ,Securities are of
subordinated or junior subordinated rank. 
For maturity, redemption or any other principal payments: prior to
10 A.M. (New York City time) on such date or as soon as possible
thereafter, the Trustee will make such payments to DTC in accordance with
existing arrangements between DTC and the Trustee.  DTC will allocate such payments to its participants in accordance
with its existing operating procedures. 
Neither the Company (either as issuer or as paying Agent) nor the
Trustee


 


4

















 


shall have any direct responsibility or liability for the payment by
DTC to such Participants of the principal of and interest on the Book-Entry
Notes.


 


The amount of any
taxes required under applicable law to be withheld from any interest payment on
a Book-Entry Note will be determined and withheld by the Participant, indirect
participant in DTC or other Person responsible for forwarding payments and
materials directly to the beneficial owner of such Note.


 


Book Entry Settlement Procedures


 


Settlement
Procedures with regard to each Book-Entry Note sold by the Company through an
Agent, as agent, shall be as follows:


 


A.                                   The Presenting Agent will advise the
Company by telephone, telex or facsimile, of the following settlement
information:


 


1.                                       Exact name in which Note is to be
registered (“Registered
Owner”).


 


2.                                       Exact address of the Registered Owner and
address for payments of principal and interest, if any.


 


3.                                       Taxpayer identification number of the
Registered Owner.


 


4.                                       Principal amount of the Note (and, if
multiple Notes are to be issued, denominations thereof).


 


5.                                       Settlement date.


 


6.                                       Stated Maturity.


 


7.                                       issue Price and any OID information.


 


8.                                       Trade date.


 


9.                                       The DTC Participant account number of
such Agent.


 


10.                                  Interest rate:


 


(a)                        Fixed Rate Notes:


 


(i)                                     interest rate


 


(ii)                                  overdue rate, if any


 


5

















 


(b)                       Floating Rate Notes:


 


	
  (i)

  	
   

  	
  interest rate basis

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  initial interest rate

  
	
   

  	
   

  	
   

  
	
  (iii)

  	
   

  	
  spread or spread multiplier, if any

  
	
   

  	
   

  	
   

  
	
  (iv)

  	
   

  	
  interest rate reset periods

  
	
   

  	
   

  	
   

  
	
  (v)

  	
   

  	
  interest payment dates

  
	
   

  	
   

  	
   

  
	
  (vi)

  	
   

  	
  index maturity

  
	
   

  	
   

  	
   

  
	
  (vii)

  	
   

  	
  minimum and minimum interest rate, if any

  
	
   

  	
   

  	
   

  
	
  (viii)

  	
   

  	
  record dates

  
	
   

  	
   

  	
   

  
	
  (ix)

  	
   

  	
  interest determination dates

  
	
   

  	
   

  	
   

  
	
  (x)

  	
   

  	
  overdue rate, if any

  



 


11.                                 The date on or after which the Notes are
redeemable at the option of the Company, and additional redemption or
repurchase provisions, if any.


 


12.                                 Wire transfer information.


 


13.                                 Presenting Agent’s commission (to be paid
in the form of a discount from the proceeds remitted to the Company upon
settlement).


 


B.                                     The Company will assign a CUSIP number to
the Global Security representing such Note and then advise the Trustee by
telephone (confirmed in writing at any time on the same date) or electronic
transmission of the information set forth in Book Entry Settlement Procedure
“A” above, such CUSIP number and the name of such Agent.  If the Company rejects an offer, the Company
will promptly notify the Agent and the Trustee.


 


C.                                     The Trustee will enter a pending deposit
message through DTC’s Participant Terminal System, providing the following
settlement information to DTC, the Presenting Agent, Standard & Poor’s
Corporation and, upon request, the Trustee under the Indenture pursuant to
which such Note is to be issued:


 


1.                             The information set forth in Book Entry
Settlement Procedure “A.”


 


2.                             Identification as a Fixed Rate Book-Entry
Note or a Floating Rate Book-Entry Note.


 


6

















 


3.                             Initial Interest Payment Date for such
Note, number of days by which such date succeeds the related “DTC Record
Date” (which term means the Regular Record Date except in the case
of floating rate notes which reset daily or weekly in which case it means the
date 5 calendar days immediately preceding the Interest Payment Date) and
amount of interest payable on such Interest Payment Date.


 


4.                             Frequency of interest payments (monthly,
semiannually, quarterly, etc.).


 


5.                             CUSIP number of the Global Security
representing such Note.


 


6.                             Whether such Global Security will
represent any other Book-Entry Note (to the extent known at such time).


 


D.                                    The Trustee will complete and
authenticate the note certificate evidencing the Global Security representing
such Book-Entry Note.


 


E.                                      DTC will credit such Note to the
Trustee’s participant account at DTC.


 


F.                                      The Trustee will enter an SDFS deliver
order through DTC’s Participant Terminal System instructing DTC to (i) debit
such Note to the Trustee’s participant account and credit such Note to the
Presenting Agent’s participant account and (ii) debit the Presenting Agent’s
settlement account and credit the Trustee’s settlement account for an amount
equal to the price of such Note less the Presenting Agent’s commission.


 


G.                                     The Presenting Agent will enter an SDFS
deliver order through DTC’s Participant Terminal System instructing DTC (i) to
debit such Note to the Presenting Agent’s participant account and credit such
Note to the participant accounts of the Participants with respect to such Note
and (ii) to debit the settlement accounts of such Participants and credit
the settlement account of the Presenting Agent for an amount equal to the price
of such Note.


 


H.                                    Transfers of funds in accordance with
SDFS deliver orders described in Settlement Procedures “F” and “G” will be
settled in accordance with SDFS operating procedures in effect on the
settlement date.


 


I.                                         The Trustee will credit to an account of
the Company maintained at the Trustee funds available for immediate use in the
amount transferred to the Trustee in accordance with Settlement Procedure “F.”


 


J.                                        The Presenting Agent will deliver to the
purchaser a copy of the most recent Prospectus applicable to the Note with or
prior to any written offer of Notes and the confirmation and payment by the
purchaser of the Note.


 


7

















 


The Presenting
Agent will confirm the purchase of such Note to the purchaser either by transmitting
to the Participants with respect to such Note a confirmation order or orders
through DTC’s institutional delivery system or by mailing a written
confirmation to such purchaser.


 


Settlement Procedures Timetable


 


For orders of
Book-Entry Notes solicited by an Agent, as agent, and accepted by the Company
for settlement, Settlement Procedures “A” through “J” set forth above shall be
completed as soon as possible but not later than the respective times (New York
City time) set forth below:


 


 


	
  SETTLEMENT

  PROCEDURE

  	
   

  	
  TIME

  
	
   

  	
   

  	
   

  
	
  A

  	
   

  	
  11:00 A.M. on the Sale Date

  
	
   

  	
   

  	
   

  
	
  B

  	
   

  	
  2:00 P.M. on the Sale Date

  
	
   

  	
   

  	
   

  
	
  C-D

  	
   

  	
  3:00 P.M. on date before Settlement Date

  
	
   

  	
   

  	
   

  
	
  E

  	
   

  	
  10:00 A.M. on Settlement Date

  
	
   

  	
   

  	
   

  
	
  F-G

  	
   

  	
  2:00 P.M. on Settlement Date

  
	
   

  	
   

  	
   

  
	
  H

  	
   

  	
  4:45 P.M. on Settlement Date

  
	
   

  	
   

  	
   

  
	
  I-J

  	
   

  	
  5:00 P.M. on Settlement Date

  



 


If a sale is to be
settled more than one Business Day after the sale date, Settlement Procedures
“A,” “B” and “C” shall be completed as soon as practicable but no later than
11:00 A.M. and 2:00 P.M., as the case may be, on the first Business Day
after the sale date.  If the initial
interest rate for a Floating Rate Book-Entry Note has not been determined at
the time that Settlement Procedure “A” is completed, Settlement Procedures “B”
and “C” shall be completed as soon as such rate has been determined but no
later than 11:00 A.M. and 12:00 Noon, respectively, on the second Business
Day before the settlement date. 
Settlement Procedure “I” is subject to extension in accordance with any
extension of Fedwire closing deadlines and in the other events specified in the
SDFS operating procedures in effect on the settlement date.


 


If settlement of a
Book-Entry Note is rescheduled or canceled, the Trustee will deliver to DTC,
through DTC’s Participant Terminal System, a cancellation message to such
effect by no later than 2:00 P.M. on the Business Day immediately preceding the
scheduled settlement date.


 


Failure to Settle


 


If the Trustee
fails to enter an SDFS deliver order with respect to a Book-Entry Note pursuant
to Settlement Procedure “F,” the Trustee may deliver to DTC, through DTC’s
Participant Terminal System, as soon as practicable a withdrawal message
instructing DTC to


 


8

















 


debit such Note to the Trustee’s participant account.  DTC will process the withdrawal message,
provided that the Trustee’s participant account contains a principal amount of
the Global Security representing such Note that is at least equal to the
principal amount to be debited.  If a
withdrawal message is processed with respect to all the Book-Entry Notes
represented by a Global Security, the Trustee will mark such Global Security
“canceled,” make appropriate entries in the Trustee’s records and send such
canceled Global Security to the Company. 
The CUSIP number assigned to such Global Security shall, in accordance
with CUSIP Service Bureau procedures, be canceled and not immediately
reassigned.  If a withdrawal message is
processed with respect to one or more, but not ail, of the Book-Entry Notes
represented by a Global Security, the Trustee will exchange such Global
Security for two Global Securities, one of which shall represent such
Book-Entry Note or Notes and shall be canceled immediately after issuance and
the other of which shall represent the other Book-Entry Notes previously
represented by the surrendered Global Security and shall bear the CUSIP number
of the surrendered Global Security.


 


If the purchase
price for any Book-Entry Note is not timely paid to the Participants with
respect to such Note by the beneficial purchaser thereof (or a Person,
including an indirect participant in DTC, acting on behalf of such purchaser),
such Participants and, in turn, the Agent for such Note may enter SDFS deliver
orders through DTC’s Participant Terminal System reversing the orders entered
pursuant to Book Entry Settlement Procedures “F” and “G,” respectively.  Thereafter, the Trustee will deliver the
withdrawal message and take the related actions described in the preceding
paragraph.


 


Notwithstanding
the foregoing, upon any failure to settle with respect to a Book-Entry Note,
DTC may take any actions in accordance with its SDFS operating procedures then
in effect.  In the event of a failure to
settle with respect to one or more, but not all, of the Book-Entry Notes to
have been represented by a Global Security, the Trustee will provide, in
accordance with Book Entry Settlement Procedure “D,” for the authentication and
issuance of a Global Security representing the other Book-Entry Notes to have
been represented by such Global Security and will make appropriate entries in
its records.


 


9

















 


EXHIBIT C


 


CENTERPOINT PROPERTIES TRUST

MEDIUM TERM NOTES

PURCHASE AGREEMENT


 


CenterPoint Properties Trust


 


Attention:                                         Chief Financial Officer


 


The undersigned
agrees to purchase the following principal amount of the Medium Term Notes (the “Notes”)
described in the Distribution Agreement dated July 7, 2004 (as it may be
supplemented or amended from time to time, the “Distribution Agreement”):


 


	
  Principal Amount:

  	
   

  	
  $                    

  
	
  Specified Currency:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Denominated and Indexed Currencies:

  	
   

  	
   

  
	
  Interest Rate:

  	
   

  	
                     %

  
	
  Discount:

  	
   

  	
                     %
  of Principal Amount

  
	
  Aggregate Price to be paid to Company (in
  immediately available funds):

  	
   

  	
  $                   

  
	
   

  	
   

  	
   

  
	
  Settlement Date:

  	
   

  	
                        

  
	
   

  	
   

  	
   

  
	
  Other Terms:

  	
   

  	
   

  



 


[In the case of
notes issued in a foreign currency or currency unit, unless otherwise specified
below, settlement and payments of principal and interest will be in U.S.
dollars based on the highest bid quotation in The City of New York received by
the Exchange Rate Agent at approximately 11:00 A.M., New York City time, on the
second Business Day preceding the applicable payment date from three recognized
foreign exchange dealers (one of which may be the Exchange Rate Agent) for the
purchase by the quoting dealer of the Specified Currency for U.S. dollars for
settlement on such payment date in the aggregate amount of the Specified
Currency payable to all holders of Notes denominated in such Specified Currency
electing to receive U.S. dollar payments and at which the applicable dealer
commits to execute a contract.  If such
bid quotations are not available, payments will be made in the Specified Currency.]


 


Our obligation to
purchase Notes hereunder is subject to the continued accuracy of your
representations and warranties contained in the Distribution Agreement and to
your performance and observance of all applicable covenants and agreements
contained therein, including, without limitation, your obligations pursuant to
Section 7 thereof.  Our obligation
hereunder is subject to the further condition that we shall receive
(a) the opinions required to be delivered pursuant to Section 5(e) of
the Distribution Agreement, (b) the certificate required to be delivered
pursuant to Section 5(f) of the Distribution Agreement and (c) the
letter referred to in Section 5(g) of the


 

















 


Distribution Agreement, in each case dated as of the above Settlement
Date.  Terms used but not otherwise
defined herein have the meanings assigned to them in the Distribution
Agreement.


 


In further
consideration of our agreement hereunder, you agree that between the date
hereof and the above Settlement Date, you will not offer or sell, or enter into
any agreement to sell, any debt securities of the Company, other than
borrowings under the Company’s revolving credit agreements and lines of credit,
as may be amended, supplemented or replaced, the private placement of Company
securities and issuances of the Company’s commercial paper, without our prior
express written consent.


 


We may terminate
this Agreement, immediately upon notice to you, at any time prior to the
Settlement Date, if prior thereto there shall have occurred: (i) any change
in the capital stock or long-term debt of the Company or any of its
subsidiaries or any change, or any development involving a prospective change,
in or affecting the general affairs, management, stockholders’ equity,
business, properties, condition (financial or other), results of operations or
prospects of the Company and its subsidiaries which in the opinion of the
Agents, materially impairs the investment quality of the Notes; (ii) a
suspension or material limitation in trading in securities generally on the New
York Stock Exchange, the American Stock Exchange or the over-the-counter market
or the establishment of minimum prices on such exchanges or such market by the
Commission, by such exchange or by any other regulatory body or governmental
authority having jurisdiction; (iii) a general moratorium on commercial
banking activities declared by Federal, Maryland or New York State authorities
or a material disruption in commercial banking or securities settlement or
clearance services in the United States; (iv) any downgrading in the
rating accorded the Company’s debt securities by any “nationally recognized
statistical rating organization” (as defined for purposes of Rule 436(g)
of the Rules and Regulations), or any public announcement that any such organization
has under surveillance or review its rating of any debt securities of the
Company (other than an announcement with positive implications of a possible
upgrading, and no implication of a possible downgrading, of such rating);
(v) any outbreak or escalation of major hostilities in which the United
States is involved, any declaration of a national emergency or war by the
United States, an act of terrorism shall have been committed against the United
States or any of its nationals or properties; or (iv) there shall have occurred
such a calamity or crisis or such a material adverse change in general domestic
or international economic, political or financial conditions, including without
limitation as a result of terrorist activities (or the effect of international
conditions on the financial markets in the United States shall be such), that
in the judgment of the Agents makes it impracticable or inadvisable to proceed
with the solicitation of offers to purchase Notes or the purchase of Notes from
the Company as principals pursuant to a Purchase Agreement, as the case may
be.  In the event of such termination,
no party shall have any liability to the other party hereto, except as provided
in Sections 4, 7 and 13 of the Distribution Agreement.


 


2

















 


This Agreement
shall be governed by and construed in accordance with the laws of the State of
New York.


 


 


	
   

  	
  [NAME OF AGENT]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  	
   

  
	
   

  	
   

  
	
  Confirmed and Accepted:

  	
   

  
	
   

  	
   

  
	
  CENTERPOINT PROPERTIES TRUST

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  	
   

  



 


3

















 


EXHIBIT D


 


[FOREIGN CURRENCY] [INDEXED NOTE] AMENDMENT NO.

TO DISTRIBUTION AGREEMENT DATED JULY 7, 2004, AS AMENDED


 


[INSERT TITLE OF FOREIGN CURRENCY OR, IN THE CASE OF

INDEXED NOTES, THE DENOMINATED AND INDEXED

CURRENCIES]


 


The undersigned
hereby agree that for the purposes of the issue and sale of Notes denominated
in [title of currency or currency unit] (the “Applicable Foreign Currency”)
[and indexed to [title of currency or currency unit] (the “Indexed Currency”)]
pursuant to the Distribution Agreement, dated July 7, 2004, as it may be
amended (the
“Distribution Agreement”), the following additions and modifications
shall be made to the Distribution Agreement. 
The additions and modifications adopted hereby shall be of the same
effect for the sale under the Distribution Agreement of all Notes denominated
in the Applicable Foreign Currency [and indexed to the Indexed Currency],
whether offered on an agency or principal basis, but shall be of no effect with
respect to Notes denominated in any currency or currency unit other than the
Applicable Foreign Currency.


 


Except as
otherwise expressly provided herein, all terms used herein which are defined in
the Distribution Agreement shall have the same meanings as in the Distribution
Agreement.


 


[Insert
appropriate additions and modifications to the Distribution Agreement, for
example, to opinions of counsel, conditions to obligations and settlement
procedures, etc.]


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  CENTERPOINT PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	 
	
   

  	
  By:

  	
   

  	
   

  	 

	 
	
   

  	
   

  	
  Authorized Signatory

  	
   

  	 

	
   

  	
   

  
	
  Confirmed and Accepted:

  	
   

  
	
   

  	
   

  
	
  [NAMES OF AGENTS]

  	
   

  
						



 

















 


EXHIBIT E-1


 


1.                           Each of the Company, CPFT, CRS and the
Venture is validly existing and in good standing under the laws of their
respective jurisdictions of organization, each is duly qualified to transact
business and is in good standing under the laws of the jurisdictions specified
in Schedule A to this opinion, and each has all power and authority
necessary to own or lease its properties and conduct its business as described
in the Registration Statement and the Prospectus.


 


2.                           The Company has an authorized
capitalization as set forth in the Prospectus; all of the issued shares of
capital stock or membership interests of CPFT, CRS and the Venture have been
duly and validly authorized and issued, are fully paid and non-assessable and
are majority-owned directly or indirectly by the Company, free and clear of all
liens, encumbrances, equities or claims; and the Medium-Term Notes and the
2004-1 Notes conform to the description thereof contained in the Prospectus.


 


3.                           The Registration Statement was declared
effective under the Securities Act as of
                    
       , 2004 and any required filing of the
Prospectus and any supplements thereto pursuant to Rule 424(b) have been made
in the manner and in within the time period required by Rule 424(b); to our
knowledge after inquiry of the Commission staff, no stop order suspending the
effectiveness of the Registration Statement, and no order directed at any
amendment or supplement thereto has been issued and no proceedings for that
purpose have been instituted or threatened or are contemplated by the
Commission.


 


4.                           We have no knowledge of any legal or
governmental proceeding that is pending or threatened against the Company that
has caused us to conclude that such proceeding is required by Item 103 of
Regulation S-K to be described in the Prospectus but that is not so described.  We have no knowledge of any contract to
which the Company is a party or to which any of its property is subject that we
have concluded is required to be described in the Prospectus but is not so
described or is required to be filed as an exhibit to the Registration Statement
or the filings incorporated by reference therein but has not been so filed.


 


5.                           The Distribution Agreement has been duly
authorized, executed and delivered by the Company.


 


6.                           The Indenture has been duly authorized,
executed and delivered by the Company, is a valid and binding obligation of the
Company, and (assuming due execution and delivery by the Trustee) is
enforceable against the Company in accordance with its terms; the Indenture has
been qualified under the Trust Indenture Act of 1939.


 


7.                           The issuance and sale of the Medium-Term
Notes have been duly authorized by the Company; the Medium-Term Notes, when
(a) executed and authenticated in accordance with the terms of the
Indenture, (b) the terms thereof have been fixed by the Company in



 

















 


conformity with the Indenture, and (c) issued, sold and delivered
to and paid for by the Agents in accordance with the terms of this Agreement,
will constitute valid and binding obligations of the Company enforceable in
accordance with their terms.


 


8.                                       The 2004-1 Notes have been duly
authorized by the Company, have been executed and authenticated in accordance
with the terms of the Indenture and constitute valid and binding obligations of
the Company enforceable in accordance with their terms.


 


9.                                       The statements contained in the
Prospectus under the captions “Description of Debt Securities,” and “Federal
Income Tax Considerations Relating to Our REIT Status,” and the statements
contained in the Prospectus Supplement under the captions “Description of
Notes” and “Certain U.S. Federal Income Tax Considerations” in each case
insofar as they constitute summaries of laws, documents or proceedings, are
correct in all material respects.


 


10.                                 None of the Company, CPFT, CRS or the
Venture is an “investment company” within the meaning of such term under the
United States Investment Company Act of 1940 and the rules and regulations of
the Commission thereunder.


 


11.                                 The execution, delivery and performance
by the Company of the Distribution Agreement and the Purchase Agreement, if
any, and the compliance by the Company with all of the provisions of the
Distribution Agreement, the Purchase Agreement, if any, and the Indenture, the
issuance and sale of the 2004-1 Notes and the consummation of the transactions
contemplated hereby and thereby have been duly authorized by all necessary
trust action and did not and will not conflict with or result in a breach or
violation of any of the terms or provisions of, or constitute a default under,
or result in the creation or imposition of any lien, charge or encumbrance upon
any of the properties or assets of the Company or any of its subsidiaries
pursuant to any material indenture, mortgage, deed of trust, loan agreement or
other agreement or instrument filed as an exhibit to the Company’s Annual
Report on Form 10-K for the year ended December 31, 2003, nor did or will
such actions result in any violation of the provisions of the Declaration of
Trust or by-laws of the Company or CPFT or any statute (except that we express
no opinion in this paragraph as to compliance with any disclosure requirement
or any prohibition against fraud or misrepresentation or as to whether
performance of the indemnification or contribution provisions in the
Distribution Agreement would be permitted) or any order, rule or regulation
known to us of any court or governmental agency or body having jurisdiction
over the Company or any of its subsidiaries or any of their properties or
assets; except for the registration of the Notes under the Securities Act and
such consents, approvals, authorizations, registrations or qualifications as
may be required under the Exchange Act and applicable state securities laws in
connection with the purchase and distribution of the Notes by the Agents, no
consent, approval, authorization or order of, or filing or registration with,
any such court or governmental agency or body was or is required for the
execution, delivery and performance of the Distribution Agreement by the
Company and the consummation of the transactions contemplated thereby; [and,
except for such consents, approvals, authorizations, registration and
qualification as may be required under the applicable state securities law, no
filing or registration with any


 


2

















 


such court or governmental agency or body is required for the issuance
and sale of the 2004-1 Notes.


 


12.                                 The Company is organized in conformity
with the requirements for qualification as a REIT under the Code.


 


13.                                 The Company has met the requirements to
qualify as a REIT for its taxable years ending prior to the date hereof.  If results of operations for its current
taxable year and subsequent taxable years are in accordance with expectations
set forth in an officer’s certificate dated the date hereof, the Registration
Statement and the Prospectus, the Company will continue to so qualify.


 


3

















 


EXHIBIT E-2


 


1.                                       The Company has been duly formed and is
validly existing as a real estate investment trust in good standing under the
laws of the State of Maryland.


 


2.                                       The Company has the requisite real estate
investment trust power and authority to own, or hold under lease, its assets
and conduct its business as described in the Prospectus.


 


3.                                       The execution and delivery of the Distribution
Agreement by the Company have been authorized by all necessary real estate
investment trust action on the part of the Company under its Declaration of
Trust and Bylaws and the Maryland REIT Law; and the Distribution Agreement has
been duly executed and, to our knowledge, delivered by the Company.


 


4.                                       The execution and delivery of the
Indenture by the Company have been duly authorized by all necessary real estate
investment trust action on the part of the Company under its Declaration of
Trust and Bylaws and the Maryland REIT Law; and the Indenture has been duly
executed and, to our knowledge, delivered by the Company.


 


5.                                       The issuance and sale of the Medium-Term
Notes pursuant to the Distribution Agreement have been duly authorized by all
necessary real estate investment trust action on the part of the Company under
its Declaration of Trust and Bylaws and the Maryland REIT Law; and when the
remaining terms of the Medium-Term Notes, and the issuance and sale thereof,
are established in accordance with the Distribution Agreement and the Indenture
by the Board of Trustees or by a duly authorized officer or officers of the
Company, and such Notes are executed and delivered by a duly authorized officer
or officers of the Company, and are authenticated, issued and delivered against
payment therefore, all in accordance with the terms of the Indenture in the
Distribution Agreement, the Medium-Term Notes will have been duly executed and
delivered by the Company.


 


6.                                       The 2004-1 Notes have been duly authorized
by the Company, have been executed and authenticated in accordance with the
terms of the Indenture and constitute valid and binding obligations of the
Company enforceable in accordance with these terms.


 


7.                                       The execution and delivery by the Company
of the Distribution Agreement and the Indenture, the compliance by the Company
with the provisions of the Distribution Agreement and the Indenture (insofar as
the provisions of the Indenture relate to the Notes) and the consummation of
the transactions contemplated by the Distribution Agreement and the Indenture
(insofar as the transactions contemplated by the Indenture relate to the
Notes):  (i) will not contravene any
provision of the Maryland REIT Law; (ii) will not result in any violation of
the provisions of the Declaration of Trust or Bylaws of the Company; and (iii)
will not, to our knowledge, result in any violation of any order, rule,
regulation or decree of any court or governmental agency or authority of the
State of 


 


4

















 


Maryland issued under or pursuant to the Maryland REIT Law and
applicable to the properties, assets or business of the Company.


 


8.                                       No authorization, approval, consent,
decree or order of any court or governmental authority or agency is required
under the Maryland REIT Law in connection with the offer, issuance and sale of
the Notes in accordance with the Distribution Agreement and the Indenture,
except for such as have been obtained or rendered, as the case may be.


 


9.                                       The statements contained in the
Prospectus under the caption “Certain Provisions of Maryland Law and of the
CenterPoint Properties Trust Declaration of Trust and By-laws” insofar as such
statements constitute summaries of Maryland law or of the Declaration of Trust
or Bylaws of the Company, constitute a fair summary thereof.


 


5