Exhibit 4.1


 


AMENDMENT TO RIGHTS AGREEMENT


 


This Amendment (this “Amendment”) to the Rights
Agreement, dated as of July 30, 1998, as amended (the “Rights Agreement”),
between CenterPoint Properties Trust, a Maryland real estate investment trust
(the “Trust”), and Computershare Investor Services, as Rights Agent, is
made and entered into as of December 7, 2005.


 


WHEREAS, concurrently herewith the Trust is entering
into that certain Agreement and Plan of Merger, dated December 7, 2005
(the “Merger Agreement”), by and among CalEast Industrial Investors,
LLC, a California limited liability company (“Parent”), Solstice Merger
Trust, a Maryland real estate investment trust and a wholly owned subsidiary of
Parent (the “Merger Sub”), and the Trust, pursuant to which the Merger
Sub will be merged with and into the Trust;


 


WHEREAS, Section 26(a) of the Rights
Agreement provides that, prior to the Trigger Date, a majority of the Board of
Trustees of the Trust may, and the Rights Agent shall, if so directed,
supplement or amend any provision of the Rights Agreement without the approval
of any holders of Rights;


 


WHEREAS, as of the time immediately prior to this
Amendment, a Trigger Date has not occurred; and


 


WHEREAS, a majority of the Board of Trustees of the
Trust has determined, in connection with the execution of the Merger Agreement,
that it is desirable to amend the Rights Agreement and has directed that the
Rights Agreement be amended as provided herein pursuant to Section 26(a) of
the Rights Agreement.


 


NOW, THEREFORE, in consideration of the premises and
mutual agreements herein set forth, the parties hereby agree as follows:


 


1.             Section 1
of the Rights Agreement shall be supplemented by adding the following
subsections (gg) and (hh) immediately after subsection (ff):


 


(gg)         “Merger”
shall have the meaning specified in the Merger Agreement.


 


(hh)         “Merger
Agreement” shall mean that certain Agreement and Plan of Merger, dated December 7,
2005, as it may be amended from time to time (the “Merger Agreement”),
by and among CalEast Industrial Investors, LLC, a California limited liability
company (“Parent”), Solstice Merger Trust, a Maryland real estate
investment trust and a wholly owned subsidiary of Parent (the “Merger Sub”
and, together with Parent, the “Purchaser Parties”), and the Trust.


 


2.             The
definition of “Acquiring Person” as set forth in Section 1(a) of
the Rights Agreement shall be supplemented to include the following provision
at the end of such definition:


 





















 


“Notwithstanding the foregoing or anything to the
contrary in this Agreement, none of the Purchaser Parties nor any of their
respective Affiliates or Associates or any of their permitted assignees or
transferees shall be deemed to be an “Acquiring Person” by reason or as
a result of (A) the approval, execution or delivery of the Merger
Agreement or any amendment thereto, (B) the approval or consummation of
the transactions and agreements contemplated by the Merger Agreement
(including, without limitation, the Merger) or (C) the public announcement
of any of the foregoing (each of (A) through (C), a “Merger Event”).”


 


3.             The
definition of “Exempt Person” as set forth in Section 1(r) of the
Rights Agreement shall be amended and restated in its entirety as follows:


 


““Exempt Person” means (i) the Trust, (ii) any Subsidiary of the Trust,
(iii) any employee benefit plan of the Trust or of any Subsidiary of the
Trust, (iv) any Person holding Common Shares for any such employee benefit
plan or for employees of the Trust or of any Subsidiary of the Trust pursuant to
the terms of any such employee benefit plan, and (v) LaSalle U.S.
Holdings, Inc., the California Public Employees’ Retirement System and any
direct or indirect Subsidiary of CalEast Industrial Inventors, LLC.”


 


4.             The
definition of “Exchange Date” as set forth in Section 1(p) of the
Rights Agreement shall be amended and restated in its entirety as follows:


 


““Exchange Date” means the time at which all of
the then-outstanding and exercisable Rights are exchanged pursuant to Section 11(c)(3).”


 


5.             The
definition of “Expiration Date” as set forth in Section 1(t) of the
Rights Agreement shall be amended and restated in its entirety as follows:


 


““Expiration Date” means the earlier of (i) immediately
prior to the Effective Time (as defined in the Merger Agreement) and (ii) the
Close of Business on July 30, 2008.”


 


6.             The
definition of “Stock Acquisition Date” as set forth in Section 1(cc)
of the Rights Agreement shall be supplemented to include the following
provision at the end of such definition:


 


“Notwithstanding the foregoing or anything to the
contrary in this Agreement, no Stock Acquisition Date shall be deemed to occur
or shall have occurred, by reason of or as a result of a Merger Event.”


 


7.             The
definition of “Trigger Date” as set forth in Section 1(ee) of the
Rights Agreement shall be supplemented to include the following provision at
the end of such definition:


 


“Notwithstanding the foregoing or anything to the
contrary in this Agreement, no Trigger Date shall be deemed to occur or shall
have occurred, by reason or as a result of a Merger Event.”


 


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8.             The
definition of “Triggering Event” as set forth in Section 1(ff) of
the Rights Agreement shall be supplemented to include the following provision
at the end of such definition:


 


“Notwithstanding the foregoing or anything to the
contrary in this Agreement, no Triggering Event shall be deemed to occur or
shall have occurred, by reason or as a result of a Merger Event.”


 


9.             Section 3(a) of
the Rights Agreement shall be supplemented to include the following provision
at the end of such subsection:


 


“Notwithstanding the foregoing or anything to the
contrary in this Agreement, no Distribution Date shall be deemed to occur or
shall have occurred, by reason or as a result of a Merger Event.”


 


10.           Except
for the amendments made hereby, the Rights Agreement shall continue in full
force and effect.


 


11.           This
Amendment shall be deemed to be a contract made under the laws of the State of
Maryland and for all purposes shall be governed by and construed in accordance
with the internal laws of Maryland applicable to contracts to be made and
performed entirely within Maryland.


 


12.           This
Amendment shall be effective as of, and immediately prior to, the execution and
delivery of the Merger Agreement, and all references to the Rights Agreement
shall, from and after such time, be deemed to be references to the Rights
Agreement as amended hereby.


 


13.           Exhibits
B and C to the Rights Agreement shall be deemed amended in a manner consistent
with this Amendment.


 


14.           This
Amendment may be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute one and the same instrument.


 


15.           Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed to
them in the Rights Agreement.


 


[Signature page follows]


 


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IN WITNESS
WHEREOF, the Trust has caused this
Amendment to be duly executed and attested, all as of the day and year first
written above.


 


	
   

  	
  CENTERPOINT PROPERTIES TRUST, a

  Maryland real estate investment trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel Hemmer

  	
   

  
	
   

  	
   

  	
   Name: Daniel Hemmer

  
	
   

  	
   

  	
   Title: General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rockford O. Kottka

  	
   

  
	
   

  	
   

  	
   Name: Rockford O. Kottka

  
	
   

  	
   

  	
   Title: Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMPUTERSHARE INVESTOR

  SERVICES, as Rights Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tammie J. Marshall

  	
   

  
	
   

  	
   

  	
   Name: Tammie J. Marshall

  
	
   

  	
   

  	
   Title: Senior Account Manager

  



 


[Signature page for Amendment
to Rights Agreement]