DUKE REALTY INVESTMENTS, INC.
(an Indiana Corporation)
449,438 Common Shares
TERMS AGREEMENT
December 18, 1997
TO: Duke Realty Investments, Inc.
0000 Xxxxxxxx Xxxxxxxx, Xxxxx 0000
Xxxxxxxxxxxx, XX 00000
Attention: Chairman of the Board of Directors
Ladies and Gentlemen:
We understanding that Duke Realty Investments, Inc., an Indiana
corporation (the "Company"), proposes to issue and sell 449,438 shares
of common stock (the "Common Stock" (such Common Stock being
hereinafter referred to as the "Securities"). Subject to the terms and
conditions set forth or incorporated by reference herein, we offer to
purchase the Securities at the purchase price set forth below.
The Securities shall have the following terms:
Title of Securities: Common Stock
Number of Shares: 449,438
Public offering price
per share: $22.25
Purchase price per share: $21.2487
Number of Option Securities: N/A
Underwriter: Xxxx Xxxxx Xxxx Xxxxxx Incorporated
Underwriter's counsel Hunton & Xxxxxxxx
Additional terms, if any:(1) Sections 3(o) and 5(h) of the Underwriting
Agreement referred to below are inapplicable to
this transaction.
(2) Section 5(b)(1) of the Underwriting Agreement
referred to below is applicable to this
transaction only to the extent of items (i)
(with respect to the first and second sentences
only), (ii), (ix), (xii), (xiii), (xvi), (xvii),
(xviii)(with respect to the Company and the
Operating Partnership only), (xx), (xxiii),(xxv)
(with respect to the Company and the Operating
Partnership only) and (xxviii) (with respect to
which counsel shall list certain exceptions
thereto).
(3) Section 5(b)(2) of the Underwriting Agreement
referred to below is applicable to this
transaction only to the extent of items
5(b)(1)(ix)(with respect to the first and last
sentences only), 5(b)(1)(xiii)(with respect to
the first clause only), 5(b)(1)(xxiii) and
5(b)(1)(xxiv).
(4) In addition to the provisions of Section 9 of
the Underwriting Agreement referred to below,
Xxxx Xxxxx Xxxx Xxxxxx Incorporated may
terminate this Terms Agreement, by notice to the
Company, at any time prior to the Closing Time
if there has occurred
any material adverse change in the financial
markets in the United States or internationally
or any outbreak of hostilities or escalation of
existing hostilities or other calamity or crisis
the effect of which on the financial markets of
the United States or internationally is such as
to make it, in the judgment of Xxxx Xxxxx Xxxx
Xxxxxx Incorporated, impracticable or inadvisable
(i) to commence or continue the offering of the
units of Xxxx Xxxxx REIT Trust, December 1997
Series (the "Trust") to the public or (ii) to
enforce contracts for the sale of the units of
the Trust.
Closing Time, date and
location: December 23, 1997, 8:30 a.m., E.S.T.
Hunton & Xxxxxxxx
000 Xxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
All the provisions contained in the document attached as Annex A
hereto entitled "Duke Realty Investments, Inc. and Duke Realty Limited
Partnership -- Common Stock, Preferred Stock, Depositary Shares and
Debt Securities -- Underwriting Agreement" are incorporated by
reference in their entirety herein and shall be deemed to be a part of
this Terms Agreement to the same extent as if such provisions had been
set forth in full herein. Terms defined in such document are used
herein as therein defined.
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Please accept this offer no later than six o'clock P.M. (New York
City time) on December 18, 1997 by signing a copy of this Terms
Agreement in the space set forth below and returning the signed copy
to us.
Very truly yours,
XXXX XXXXX XXXX XXXXXX INCORPORATED
BY: /s/ Xxxxxx X. Xxxxxxx, Xx.
-------------------------
Name: Xxxxxx X. Xxxxxxx, Xx.
Title:Senior Executive Vice President
CONFIRMED AND ACCEPTED:
as of the date first above written
DUKE REALTY INVESTMENTS, INC.
BY: /s/ Xxxxxx X. Xxxxx
-----------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President and
Chief Administrative Officer
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