Exhibit 4.10
AMENDMENT NO. 1 TO
RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT (this
"AMENDMENT") is made as of October 25, 1999, between CenterPoint Properties
Trust, a Maryland real estate investment trust (the "COMPANY") and First
Chicago Trust Company of New York, as right agent (the "RIGHTS AGENT") and
amends that certain Rights Agreement, dated as of July 30, 1998 (the
"AGREEMENT"), by and between the Company and the Rights Agent. Except as
otherwise indicated herein, capitalized terms used and not otherwise defined
herein have the meanings ascribed to such terms in the Agreement.
WHEREAS, the Board of Trustees of the Company has approved
an amendment to the Agreement providing for the addition of Xxxxx Select
Advisors, L.P. to the definition of "Exempt Person" under the Agreement;
NOW THEREFORE, in consideration of the agreements herein
contained, the parties hereto agree as follows:
1. AMENDMENT. The Agreement is hereby amended by:
(a) adding the following new clause to the definition of
Exempt Person:
"and (v) Xxxxx Select Advisers, L.P., including mutual funds and
separate accounts managed by it (collectively, "XXXXX") so long as
Xxxxx is not the Beneficial Owner of more than 20% of the Common
Shares then outstanding."
2. APPLICABLE LAW. ALL OF THE ISSUES AND QUESTIONS
CONCERNING THE CONSTRUCTION, VALIDITY, INTERPRETATION AND ENFORCEABILITY OF THIS
AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH LAWS OF THE
STATE OF MARYLAND.
3. COUNTERPARTS; EFFECTIVENESS. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed an original, but all such counterparts together shall constitute but one
and the same instrument. This Amendment shall become effective upon the
execution of a counterpart hereof by each of the parties hereto, and written or
telephonic notification of such execution and authorization of delivery thereof
has been received by each party hereto.
* * * * *
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the date first written above.
CENTERPOINT PROPERTIES TRUST
By: /s/ Xxxx X. Xxxxx, Xx.
Its: President and Chief
Executive Officer
FIRST CHICAGO TRUST COMPANY
OF NEW YORK
By: /s/ Xxxxxx Xxxxxxxx
Its: Assistant Vice President
