DUKE REALTY INVESTMENTS, INC.
(an Indiana Corporation)
839,395 Common Shares
U.S. TERMS AGREEMENT
March 25, 1998
TO: Duke Realty Investments, Inc.
0000 Xxxxxxxx Xxxxxxxx, Xxxxx 0000
Xxxxxxxxxxxx, XX 00000
Attention: Chairman of the Board of Directors
Ladies and Gentlemen:
We understand that Duke Realty Investments, Inc., an Indiana
corporation (the "Company"), proposes to issue and sell 839,895 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: 839,895
Public offering price per share: $23.0267
Purchase price per share: $22.6219
Number of Option Securities: N/A
Underwriter: Everen Securities, Inc.
Underwriter's counsel Xxxxxxx & Xxxxxx
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), (ii), (iii),
(vii), (viii),(ix), (xii), (xiii),
(xvi),(xvii),(xviii) (with respect to
the Company and the Operating
Partnership only), (xix), (xx), (xxi),
(xxii), (xxiii), (xxiv),(xxv) (with
respect to the Company and the Operating
Partnership only), (xxvi), (xxvii),
(xxviii) (with respect to which counsel
shall list certain exceptions
thereto)and (xxix).
(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)(i)(with respect to the first sentence
only), 5(b)(1)(ix)(with
respect to the first sentence only), 5(b)(1)
(xiii)(with respect to the
first clause only), and 5(b)(1)(xxiii).
Closing Time, date and location: March 30, 1998, 9:00 a.m., Chicago
Time, Xxxxxxx & Xxxxxx, Xxxxxxx,
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 - U.S. 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 March 25, 1998 by signing a copy of this Terms Agreement
in the space set forth below and returning the signed copy to us.
Very truly yours,
EVEREN SECURITIES, INC.
BY: /s/ Xxxx X. Xxxxxxxx
-------------------------
Name: Xxxx X. Xxxxxxxx
Title:Senior Vice President
- 3 -
CONFIRMED AND ACCEPTED:
as of the date first above written
DUKE REALTY INVESTMENTS, INC.
BY: /s/ Xxxxxxx X. Xxxxxx
-----------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President and
Corporate Controller
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