0001104659-04-019517 Sample Contracts

CENTERPOINT PROPERTIES TRUST MEDIUM-TERM NOTES DISTRIBUTION AGREEMENT
Distribution Agreement • July 14th, 2004 • Centerpoint Properties Trust • Real estate investment trusts • New York
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FIRST SUPPLEMENTAL INDENTURE DATED AS OF JULY 7, 2004 BETWEEN CENTERPOINT PROPERTIES TRUST AND SUNTRUST BANK, AS TRUSTEE
Supplemental Indenture • July 14th, 2004 • Centerpoint Properties Trust • Real estate investment trusts • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of July 7, 2004 by and between CENTERPOINT PROPERTIES TRUST, a Maryland real estate investment trust (the “Company”), having its principal offices at 1808 Swift Road, Oak Brook, Illinois 60523, and SUNTRUST BANK, a banking corporation organized and existing under the laws of the State of Georgia, as trustee (the “Trustee”), having its Corporate Trust Office at 919 East Main Street, Richmond, Virginia 23219.

CALCULATION AND EXCHANGE RATE AGENT AGREEMENT BETWEEN CENTERPOINT PROPERTIES TRUST AND SUNTRUST BANK
Calculation and Exchange Rate Agent Agreement • July 14th, 2004 • Centerpoint Properties Trust • Real estate investment trusts • New York

CenterPoint Properties Trust, a Maryland real estate investment trust (the “Company”), proposes to issue and sell Medium-Term Notes (the “Notes”) from time to time under, and pursuant to, the terms of an Indenture, dated as of March 12, 2004, between the Company and SunTrust Bank, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture dated as of July 7, 2004 (as so supplemented, the “Indenture”). Capitalized terms used herein not otherwise defined shall have the meanings assigned to them in the Notes or the Indenture, as the case may be.

July 7, 2004
Distribution Agreement • July 14th, 2004 • Centerpoint Properties Trust • Real estate investment trusts
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