DUKE REALTY INVESTMENTS, INC.
(an Indiana Corporation)
661,157 Common Shares
U.S. TERMS AGREEMENT
February 24, 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 understanding that Duke Realty Investments, Inc., an Indiana
corporation (the "Company"), proposes to issue and sell 661,157 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: 661,157
Public offering price per share: $22.6875
Purchase price per share: $21.6666
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), (ii), (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)(ix)(with respect to the first and
last sentences only), 5(b)(1)(xiii)
(with respect to the first clause only),
and 5(b)(1)(xxiii).
(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, February 1998 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: February 27, 1998, 10:00 a.m., New York City
Time, Hunton & Xxxxxxxx, 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 - 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.
2
Please accept this offer no later than six o'clock P.M. (New York
City time) on February 24, 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,
XXXX XXXXX XXXX XXXXXX, INCORPORATED
BY: /s/ Xxxxx X. Xxxxxxx, Xx.
-------------------------
Name: Xxxxx X. Xxxxxxx, Xx.
Title:Vice President
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
3
