FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

Exhibit 10.1

FIRST AMENDMENT TO FIFTH AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT

This First Amendment to the Fifth Amended and Restated Revolving Credit Agreement (the “Amendment”) is made as of November 13, 2007, by and among Duke Realty Limited Partnership (“Borrower”), Duke Realty Corporation (“Guarantor”), JPMorgan Chase Bank, N.A., individually and as “Administrative Agent”, and the Lenders shown on the signature pages hereof.

R E C I T A L S

A.            Borrower, Guarantor, Administrative Agent and the other Lenders have entered into an Fifth Amended and Restated Revolving Credit Agreement dated as of January 25, 2006 (as amended, the “Credit Agreement”).  All capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Credit Agreement.

B.            Pursuant to the terms of the Credit Agreement, the Lenders initially agreed to provide Borrower with a revolving credit facility in an aggregate principal amount of up to $1,000,000,000.  The Borrower, Guarantor, the Administrative Agent and the Lenders now desire to amend the Credit Agreement in order to, among other things (i) increase the Aggregate Commitment to $1,300,000,000 in accordance with Section 2.1 of the Credit Agreement; and (ii) make certain other modifications to the terms of the Credit Agreement.

NOW, THEREFORE, in consideration of the foregoing Recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENTS

1.             The foregoing Recitals to this Amendment hereby are incorporated into and made part of this Amendment.

2.             From and after the Effective Date (as hereinafter defined) the Commitments of each Lender shall each be the amount shown next to their respective signatures on the signature pages of this Amendment.

3.             From and after the Effective Date, the Aggregate Commitment shall equal One Billion Three Hundred Million Dollars ($1,300,000,000).

4.             The parties hereto acknowledge and agree that Wachovia has been designated as Joint Lead Arranger of the Facility together with X.X. Xxxxxx Securities, Inc.

5.             Section 2.4 of the Credit Agreement is hereby amended and restated to read as follows:

Applicable Margins.  The ABR Applicable Margin and the LIBOR Applicable Margin to be used in calculating the interest rate applicable to different Types of Advances shall vary from time to time in accordance with the long-term unsecured debt ratings of the Borrower as set forth

in the table attached as Exhibit A.  In the event that a rating agency shall discontinue its ratings of the REIT industry or the Borrower, a mutually agreeable substitute rating agency may be selected by the Required Lenders and the Borrower.

If a rating agency downgrade or discontinuance results in an increase in the ABR Applicable Margin, the LIBOR Applicable Margin or Facility Fee Rate and if such downgrade or discontinuance is reversed and the affected Applicable Margin is restored within ninety (90) days thereafter, at the Borrower’s request, the Borrower shall receive a credit against interest next due the Lenders equal to interest accrued from time to time during such period of downgrade or discontinuance and actually paid by the Borrower on the Advances at the differential between such Applicable Margins, and the differential of the Facility Fees paid during such period of downgrade.

If a rating agency upgrade results in a decrease in the ABR Applicable Margin, LIBOR Applicable Margin or Facility Fee Rate and if such upgrade is reversed and the affected Applicable Margin is restored within ninety (90) days thereafter, Borrower shall be required to pay an amount to the Lenders equal to the interest differential on the Advances and the differential on the Facility Fees during such period of upgrade.

6.             Section 7.20 (i) of the Credit Agreement is hereby amended and restated to read as follows:

“the ratio of Adjusted EBITDA to Fixed Charges to be less than 1.50 to 1.0 for the preceding 12 full calendar months throughout the remaining term of the Facility;”

7.             Section 7.20 (iii) of the Credit Agreement is hereby amended and restated to read as follows:

“the ratio obtained by dividing: (a) the Property Operating Income from all Unencumbered Assets by (b) interest on Consolidated Unsecured Indebtedness to be less than 1.75 to 1.0 for the quarter then ended.”

8.             Section 7.25 of the Credit Agreement is hereby amended and restated to read as follows:

Notice of Rating Change.  The Borrower shall notify the Administrative Agent promptly if there is any change in the long term unsecured debt rating of the Borrower from Moody’s or S&P.

9.             Exhibit A attached to the Credit Agreement is hereby replaced with Exhibit A attached to this Amendment.

10.           Borrower and Guarantor hereby represent and warrant that:

(a)           no Default or Unmatured Default exists under the Loan Documents;

(b)           the Loan Documents are in full force and effect and Borrower and Guarantor have no defenses or offsets to, or claims or counterclaims relating to, their obligations under the Loan Documents;

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(c)           no changes have been made to the organizational documents of the Borrower or Guarantor since the date of the Credit Agreement unless such changes have been previously provided to Administrative Agent;

(d)           there has been no material adverse change in the financial condition of  Borrower or the Guarantor since June 30, 2007; and

(e)           Borrower and Guarantor have full power and authority to execute this Amendment.

11.           The “Effective Date” shall be the date on which this Amendment shall have been executed by Borrower, General Partner, Administrative Agent, and the Required Lenders (including each Lender whose commitment has been increased), and all fees due to approving lenders, and the fees and expenses of the Arrangers have been paid.

12.           As expressly modified as provided herein, the Credit Agreement shall continue in full force and effect, and Guarantor reaffirms all of its obligations under the Guaranty.

13.           This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart.  This Amendment shall be construed in accordance with the internal laws (and not the law of conflicts) of the State of Illinois, but giving effect to federal laws applicable to national banks.

[Remainder of Page Intentionally Left Blank.]

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IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date first written above.

	DUKE REALTY LIMITED PARTNERSHIP
	By:	DUKE REALTY CORPORATION, its General Partner
		By:	/s/ Xxxxxxx X. Xxxxxx
		Print Name:
		Xxxxxxx X. Xxxxxx
		Title:
		Executive Vice President and
		Chief Financial Officer
	c/o Duke Realty Corporation
	000 Xxxx 00xx Xxxxxx, Xxxxx 000
	Xxxxxxxxxxxx, Xxxxxxx 00000
	Attention:			Xxxxxxx X. Xxxxxx
	Telephone:			(000) 000-0000
	Facsimile:			(000) 000-0000

	DUKE REALTY CORPORATION
	By:	/s/ Xxxxxxx X. Xxxxxx
	Print Name:			Xxxxxxx X. Xxxxxx
	Title:			Executive Vice President and
				Chief Financial Officer
	000 Xxxx 00xx Xxxxxx, Xxxxx 000
	Xxxxxxxxxxxx, Xxxxxxx 00000
	Attention:			Xxxxxxx X. Xxxxxx
	Telephone:			(000) 000-0000
	Facsimile:			(000) 000-0000

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Commitments:	JPMORGAN CHASE BANK, N.A., Individually and as Administrative Agent
$112,000,000
	By:	/s/ Xxxxxxxx X. Xxxxxx
	Print Name:			Xxxxxxxx X. Xxxxxx
	Title:			Executive Director
	000 Xxxx Xxxxxx
	0xx Xxxxx
	Xxx Xxxx, XX  00000
	Attention:			Xxxxxxxx Xxxxxx
	Telephone:			(000) 000-0000
	Facsimile:			(000) 000-0000

S-2

$112,000,000	WACHOVIA BANK, NATIONAL ASSOCIATION, Individually and as Syndication Agent
	By:	/s/ Xxx X. Xxxx
	Print Name:			Xxx X. Xxxx
	Title:			Managing Director
	000 00xx Xxxxxx, XX, 000 Xxxxxxxx
	Xxxxxxx, Xxxxxxx 00000
	Attention:			Xxxxx X. Xxxxx
	Telephone:			(000) 000-0000
	Facsimile:			(000) 000-0000

S-3

$98,000,000	BANK OF AMERICA, N.A., Individually and as Syndication Agent
	By:	/s/ Xxxx Xxxxxxx
	Print Name:			Xxxx Xxxxxxx
	Title:			Vice President
	Bank of America, N.A.
	000 X. XxXxxxx Xxxxxx, 00xx Xxxxx
	Xxxxxxx, XX  00000
	Attention:			Xxxx Xxxxxxx
	Telephone:			(000) 000-0000
	Facsimile:			(000) 000-0000

S-4

$73,000,000	THE BANK OF NOVA SCOTIA, NEW YORK AGENCY, Individually and as Syndication Agent
	By:	/s/ X.X. Xxxxx
	Print Name:			X.X. Xxxxx
	Title:			Managing Director
	Xxx Xxxxxxx Xxxxx
	Xxx Xxxx, XX  00000
	Attention:			Xxx Xxxxx
	Telephone:			000-000-0000
	Facsimile:			000-000-0000

S-5

$98,000,000	XXXXX FARGO BANK, NATIONAL ASSOCIATION, Individually and as Syndication Agent
	By:	/s/ Xxxxxx Xxx
	Print Name:			Xxxxxx Xxx
	Title:			Assistant Vice President
	000 Xxxxx Xxxxxx Xxxxx
	Xxxxx 0000
	Xxxxxxx, Xxxxxxxx 00000
	Attention:			Xxxxxx Xxx
	Telephone:			(000) 000-0000
	Facsimile:			(000) 000-0000

S-6

$60,000,000	DEUTSCHE BANK TRUST COMPANY AMERICAS, Individually and as Managing Agent
	By:		/s/ Xxxxxx Xxxxx
	Print Name:				Xxxxxx Xxxxx
	Title:				Director
	By:
	Print Name:
	Title:
	000 Xxxxxxxx Xxxxx
	Xxxxx 000
	Xxxxxx, XX  00000
	Attention:
	Telephone:				(000) 000-0000
	Facsimile:				(000) 000-0000

S-7

$60,000,000	FIFTH THIRD BANK, Individually and as Managing Agent
	By:	/s/ Xxxxx X’Xxxx
	Print Name:			Xxxxx X’Xxxx
	Title:			Vice President
	000 Xxxxx Xxxxxxxx Xxxxxx
	Xxxxx 0000
	Xxxxxxxxxxxx, XX  00000
	Attention:			Xxxxx X’Xxxx
	Telephone:			000-000-0000
	Facsimile:			000-000-0000

S-8

$60,000,000	XXXXXX XXXXXXX BANK, Individually and as Managing Agent
	By:	/s/ Xxxxxx Xxxxxx
	Print Name:			Xxxxxx Xxxxxx
	Title:			Vice President
	0000 Xxxxxxxx
	00xx Xxxxx
	Xxx Xxxx, XX  00000
	Attention:			Xxxx Dell’Aquila
	Telephone:			(000) 000-0000
	Facsimile:			(000) 000-0000

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$60,000,000	REGIONS BANK, Individually and as Managing Agent
	By:	/s/ Xxxxx Xxxxxx
	Print Name:			Xxxxx Xxxxxx
	Title:			Vice President
	Regions Bank
	0000 0xx Xxxxxx, Xxxxx
	00xx Xxxxx
	Xxxxxxxxxx, XX 00000
	Attention:			Xxxxx Xxxxxx
	Telephone:			(000) 000-0000
	Facsimile:			(000) 000-0000

S-10

$60,000,000	SUNTRUST BANK, Individually and as Managing Agent
	By:	/s/ Xxxxxxx X. Xxxxxxxx
	Print Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Senior Vice President
	0000 Xxxxx Xxxxxxxxx
	0xx Xxxxx
	Xxxxxx, XX 00000
	Attention:	Xxxxxxx X. Xxxxxxxx
	Telephone:	(000) 000-0000
	Facsimile:	(000) 000-0000

S-11

$60,000,000	U.S. BANK NATIONAL ASSOCIATION, Individually and as Managing Agent
	By:	/s/ Xxxxx X. Xxxxx
	Print Name:	Xxxxx X. Xxxxx
	Title:	Vice President
	US Bank - MK-IL-RY2C
	000 Xxxxx XxXxxxx, Xxxxx 000
	Xxxxxxx, XX 00000
	Attention:	Xxxxx X. Xxxxx
	Telephone:	(000) 000-0000
	Facsimile:	(000) 000-0000

S-12

$60,000,000	UBS LOAN FINANCE LLC, Individually and as Managing Agent
	By:	/s/ Xxxx X. Xxxx
	Print Name:	Xxxx X. Xxxx
	Title:	Associate Director
	By:	/s/ Xxxxxxx X. Xxxxxx
	Print Name:	Xxxxxxx X. Xxxxxx
	Title:	Director
	000 Xxxxxxxxxx Xxxxxxxxx
	Xxxxxxxx, XX 00000
	Attention:	Xxxxx Xxxxx
	Telephone:	(000) 000-0000
	Facsimile:	(000) 000-0000

S-13

$51,000,000	NATIONAL CITY BANK, Individually and as Co-Agent
	By:	/s/ Xxxxx X. Xxxxxx
	Print Name:	Xxxxx X. Xxxxxx
	Title:	Assistant Vice President
	000 Xxxx Xxxxxxxxxx Xxxxxx
	Xxxxx 000X
	Xxxxxxxxxxxx, XX 00000
	Attention:	Xxxxx X. Xxxxxx
	Telephone:	(000) 000-0000
	Facsimile:	(000) 000-0000

S-14

$51,000,000	THE ROYAL BANK OF SCOTLAND PLC, Individually and as Co-Agent
	By:	/s/ Xxxxxxx X. XxXxxxxx
	Print Name:	Xxxxxxx X. XxXxxxxx
	Title:	Senior Vice President
	000 Xxxx Xxxxxx
	00xx Xxxxx
	Xxx Xxxx, XX 00000
	Attention:	Xxxxxxx X. XxXxxxxx
	Telephone:	(000) 000-0000
	Facsimile:	(000) 000-0000

S-15

$48,000,000	PNC BANK, NATIONAL ASSOCIATION, Individually and as Managing Agent
	By:	/s/ Xxxxxxx X. Xxxxxxxxxx
	Print Name:	Xxxxxxx X. Xxxxxxxxxx
	Title:	Vice President
	000 Xxxx Xxxxx Xxxxxx
	Xxxxxxxxxx, XX 00000
	Attention:	Xxxxxxx X. Xxxxxxxxxx
	Telephone:	(000) 000-0000
	Facsimile:	(000) 000-0000

S-16

$41,000,000	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD, NEW YORK BRANCH, Individually and as Co-Agent
	By:	/s/ Xxxxx X. Xxxxxx
	Print Name:	Xxxxx X. Xxxxxx
	Title:	Vice President
	0000 Xxxxxx xx xxx Xxxxxxxx
	Xxx Xxxx, XX 00000
	Attention:	Xxxxx X. Xxxxxx
	Telephone:	(000) 000-0000
	Facsimile:	(000) 000-0000

S-17

$41,000,000	CITICORP NORTH AMERICA, INC., Individually and as Co-Agent
	By:	/s/ Xxxxx Xxxxxx
	Print Name:	Xxxxx Xxxxxx
	Title:	Vice President
	c/o Citigroup Global Markets, Inc.
	000 Xxxxxxxxx Xxxxxx
	0xx Xxxxx
	Xxx Xxxx, XX 00000
	Attention:	Xxxxx Xxxxx
	Telephone:	(000) 000-0000
	Facsimile:	(000) 000-0000

S-18

$40,000,000	MIZUHO CORPORATE BANK, LTD., Individually and as Co-Agent
	By:	/s/ Xxxx X. Xxxxxxx
	Print Name:	Xxxx X. Xxxxxxx
	Title:	Senior Vice President
	0000 Xxxxxx xx xxx Xxxxxxxx
	Xxx Xxxx, XX 00000
	Attention:	Xxxxxxx Xxxxxx
	Telephone:	(000) 000-0000
	Facsimile:	(000) 000-0000

S-19

$30,000,000	THE NORTHERN TRUST COMPANY
	By:	/s/ Xxxxxx Xxxxxx
	Print Name:	Xxxxxx Xxxxxx
	Title:	Vice President
	00 Xxxxx XxXxxxx
	Xxxxxxx, Xxxxxxxx 00000
	Attention:	Xxxxxx Xxxxxx
	Telephone:	(000) 000-0000
	Facsimile:	(000) 000-0000

S-20

$25,000,000	THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND
	By:	/s/ Xxxxxx Xxxxx
	Print Name:	Xxxxxx Xxxxx
	Title:	Authorised Signatory
	By:	/s/ Xxxx Xxxxx
	Print Name:	Xxxx Xxxxx
	Title:	Authorised Signatory
	Bank of Ireland Corporate
	X0, Xxxx Xxxxxx
	Xxxxx Xxxxxx Xx.
	Xxxxxx 0, Xxxxxxx
	Attention:	Xxxxxx Xxxxx
	Telephone:	000 0 000 0000
	Facsimile:	353 1 604 4798

S-21

$25,000,000	XXXXX XXX COMMERCIAL BANK, LTD., NEW YORK BRANCH
	By:	/s/ Xxx CY. Xxxx
	Print Name:	Xxx CY. Chen
	Title:	Vice President & General Manager
	000 Xxxxx Xxxxxx
	00xx Xxxxx
	Xxx Xxxx, XX 00000
	Attention:	Xxxxxx Xxxx
	Telephone:	(212) 651-9770 ext. 24
	Facsimile:	(000) 000-0000

S-22

$10,000,000	BANK HAPOALIM, B.M.
	By:	/s/ Xxxxxxx XxXxxxxxxx
	Print Name:	Xxxxxxx XxXxxxxxxx
	Title:	Senior Vice President
	By:	/s/ Xxxxx X. Xxxxxxx
	Print Name:	Xxxxx X. Xxxxxxx
	Title:	Vice President
	New York Branch
	1177 Avenue of the Xxxxxxxx
	00xx Xxxxx
	Xxx Xxxx, XX 00000
	Attention:	Xxxx Xxxx
	Telephone:	(000) 000-0000
	Facsimile:	(000) 000-0000

S-23

$25,000,000	SCOTIABANC INC.
	By:	/s/ X.X. Xxxx
	Print Name:	X.X. Xxxx
	Title:	Managing Director
	000 Xxxxxxxxx, Xxxxx 0000
	Xxxxxxx, Xxxxx 00000
	Attention:	X.X. Xxxx
	Telephone:	000-000-0000
	Facsimile:	000-000-0000

S-24

EXHIBIT A

PRICING SCHEDULE

APPLICABLE MARGIN	LEVEL I RATING	LEVEL II RATING	LEVEL III RATING	LEVEL IV RATING	LEVEL V RATING
Eurodollar Rate	0.45%	0.525%	0.65%	0.80%	1.15%
ABR	0.0%	0.0%	0.0%	0.0%	0.15%
APPLICABLE FEE RATE	LEVEL I RATING	LEVEL II RATING	LEVEL III RATING	LEVEL IV RATING	LEVEL V RATING
Letter of Credit Fee	0.45%	0.525%	0.65%	0.80%	1.15%
Facility Fee	0.125%	0.15%	0.15%	0.20%	0.25%

For the purposes of this Schedule, the following terms have the following meanings, subject to the final paragraph of this Schedule:

“Level I Rating” means, for the applicable rating agency:  Borrower’s Xxxxx’x Rating is A3 or better; Borrower’s S&P Rating is A- or better.

“Level II Rating” means, for the applicable rating agency: the Borrower’s Xxxxx’x Rating is Baa1 or better; Borrower’s S&P Rating is BBB+ or better.

“Level III Rating” means, for the applicable rating agency: the Borrower’s Xxxxx’x Rating is Baa2 or better; Borrower’s S&P Rating is BBB or better.

“Level IV Rating” means, for the applicable rating agency: the Borrower’s Xxxxx’x Rating is Baa3 or better; Borrower’s S&P Rating is BBB- or better.

“Level V Rating” exists at any date if, on such date, the Borrower has not qualified for Level I Rating, Level II Rating, Level III Rating, or Level IV Rating.

“Xxxxx’x Rating” means, at any time, the rating issued by Xxxxx’x Investors Service, Inc. and then in effect with respect to the Borrower’s senior unsecured long-term debt securities without third-party credit enhancement.

“Rating” means Level I Rating, Level II Rating, Level III Rating, Level IV Rating, or Level V Rating.

“S&P Rating” means, at any time, the rating issued by Standard and Poor’s, and then in effect with respect to the Borrower’s senior unsecured long-term debt securities without third-party credit enhancement.

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The Applicable Margin and Applicable Fee Rate shall be determined in accordance with the foregoing table based on the Borrower’s Rating as determined from its then-current Moody’s and S&P Ratings.

In the event that the Ratings of Moody’s and S&P do not match, then the higher of the two Ratings shall determine pricing; provided, however, that if the two Ratings are two gradations apart, then the rating that is between the two differing Ratings shall determine pricing.

The credit rating in effect on any date for the purposes of this Schedule is that in effect at the close of business on such date.  If at any time the Borrower has no Xxxxx’x Rating and no S&P Rating, then Level V Rating shall exist.

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