DUKE REALTY INVESTMENTS, INC.
(an Indiana Corporation)
1,500,000 Common Shares
TERMS AGREEMENT
January 14, 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 understand that Duke Realty Investments, Inc., an Indiana
corporation (the "Company"), proposes to issue and sell 1,500,000 shares of
common stock (the "Common Stock")(such Common Stock being hereinafter referred
to as the "Underwritten Securities"). Subject to the terms and conditions set
forth or incorporated by reference herein, we offer to purchase, severally and
not jointly, the respective numbers of Initial Underwritten Securities (as
defined in the Underwriting Agreement referred to below) set forth below
opposite our respective names, and a proportionate share of Option Securities
(as defined in the Underwriting Agreement referred to below), to the extent any
are purchased, at the purchase price set forth below.
Number of Shares
of Initial
Underwriter Underwritten Securities
----------- -----------------------
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated. . . . . . . . . . . . . . . . 375,000
X.X. Xxxxxxx & Sons, Inc. . . . . . . . . . . . . . . . 375,000
EVEREN Securities, Inc. . . . . . . . . . . . . . . . . 375,000
Xxxx Xxxxx Xxxx Xxxxxx, Incorporated . . . . . . . . . 375,000
TOTAL . . . . . . . . . . . . . . . . . . . . . . 1,500,000
---------
---------
The Underwritten Securities shall have the following terms:
Title of Securities: Common Stock
Number of Shares: 1,500,000
Public offering price per share: $40.00
Purchase price per share: $37.90
Number of Option Securities: 225,000
Additional co-managers: X.X. Xxxxxxx & Sons, Inc., EVEREN
Securities, Inc. and Xxxx Xxxxx Xxxx
Xxxxxx, Incorporated
Closing Time, date and location: January 21, 1997, 10:00 a.m., New York
City Time, Xxxxxx & Xxxxx, 000 Xxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 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 7 o'clock P.M. (New York City
time) on January 14, 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,
XXXXXXX XXXXX & CO.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
X.X. XXXXXXX & SONS, INC.
EVEREN SECURITIES, INC.
XXXX XXXXX XXXX XXXXXX, INCORPORATED
BY: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
BY: /s/ Xxxxxx X. Xxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Director
CONFIRMED AND ACCEPTED:
as of the date first above written
DUKE REALTY INVESTMENTS, INC.
BY: /s/ Xxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President & Treasurer
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