DUKE REALTY INVESTMENTS, INC.
1,500,000 shares of Common Stock, $.01 par value
TERMS AGREEMENT
November 20, 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 1,500,000 shares of common stock,
$.01 par value (the "Initial Underwritten Securities"). Subject to the terms
and conditions set forth or incorporated by reference herein, Xxxxxxx, Xxxxx &
Co. (the "Underwriter") offers to purchase all of the Initial Underwritten
Securities at the purchase price set forth below.
In addition, notwithstanding anything to the contrary provided in the
Underwriting Agreement (as defined below), the Company hereby grants to the
Underwriter the right to purchase at its election up to 225,000 Option
Securities (as defined in the Underwriting Agreement), at the purchase price per
share set forth below, for the sole purpose of covering over-allotments in the
sale of the Initial Underwritten Securities. Any such election to purchase
Option Securities may be exercised only by written notice from the Underwriter
to the Company, given within a period of 30 calendar days after the date of this
Terms Agreement, setting forth the aggregate number of Option Securities to be
purchased and the date on which such Option Securities are to be delivered, as
determined by the Underwriter but in no event earlier than the Closing Time or,
unless the Underwriter and the Company otherwise agree in writing, no earlier
than two or later than ten full business days after the date of such notice.
Moreover, notwithstanding anything to the contrary provided in the
Underwriting Agreement, in Section 5(h) thereof or otherwise, DMI Partnership
and the directors and executive officers of the Company and the Operating
Partnership shall not be required to agree as a condition of the Underwriter's
obligations to deliver the letter agreement referred to in Section 5(h).
Except as provided in the preceding paragraph hereof, 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", dated
October 15, 1998 (the "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.
Each reference to the "Representatives", the "Underwriters", "Xxxxxxx Xxxxx &
Co.", "Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated" or "Xxxxxxx Xxxxx" in
the Underwriting Agreement shall be deemed to refer to Xxxxxxx, Sachs & Co., and
each reference to Xxxxxx & Xxxxx LLP in such Underwriting Agreement shall be
deemed to refer to Xxxxxxxx & Xxxxxxxx.
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1. The Initial Underwritten Securities shall have the following terms:
Title of Securities: Common Stock, $.01 par value
Number of Initial
Underwritten Securities: 1,500,000
Public offering price per share: $22.875
Purchase price per share: $21.675
2. The Option Securities shall have the following terms:
Title of Securities: Common Stock, $.01 par value
Number of Option Securities,
if any, that may be purchased
by the Underwriter: 225,000
Public offering price per share: $22.875
Purchase price per share: $21.675
3. Closing Time, date and location: 9:30 a.m., Xxx Xxxx Xxxx Xxxx,
Xxxxxxxx 00, 0000, Xxx Xxxx
Xxxx
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Please accept this offer no later than 7:00 p.m. (New York City time) on
November 20, 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,
By: /s/ Xxxxxxx, Sachs & Co.
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(Xxxxxxx, Xxxxx & Co,)
Accepted:
DUKE REALTY INVESTMENTS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President and Corporate Controller
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