DUKE REALTY INVESTMENTS, INC.
(an Indiana corporation)
DUKE REALTY LIMITED PARTNERSHIP
(an Indiana limited partnership)
$100,000,000
Puttable Reset Securities PURS-SM- due March 1, 2016
TERMS AGREEMENT
Dated: March 5, 1998
To: Duke Realty Investments, Inc.
Duke Realty Limited Partnership
c/o Duke Realty Investments, Inc.
0000 Xxxxxxxx Xxxxxxxx, Xxxxx 0000
Xxxxxxxxxxxx, XX 00000
Attention: Chairman of the Board of Directors
Ladies and Gentlemen:
We (the "Representatives") understand that Duke Realty Limited
Partnership, an Indiana limited partnership (the "Operating Partnership"),
proposes to issue and sell $100,000,000 aggregate principal amount of its
unsecured debt securities (the "Debt Securities") (such Debt Securities being
collectively hereinafter referred to as the " Underwritten Securities").
Subject to the terms and conditions set forth or incorporated by reference
herein, the underwriters named below (the " Underwriters") offer to purchase,
severally and not jointly, the respective numbers of Initial Securities (as
defined in the Underwriting Agreement referred to below) set forth below
opposite their 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.
Principal Amount of Initial
Underwriter Underwritten Securities
----------- ----------------------------
Xxxxxxx, Xxxxx & Co. . . . . . . . . . . . $75,000,000
UBS Securities LLC . . . . . . . . . . . . 25,000,000
------------
------------
Total $100,000,000
1
The Underwritten Securities shall have the following terms:
TITLE OF SECURITIES: Puttable Reset Securities PURS-SM- due March 1, 2016
CURRENCY: U.S. Dollars
PRINCIPAL AMOUNT TO BE ISSUED: $100,000,000
CURRENT RATINGS: Xxxxx'x Investors Service, Inc. Baa2; Standard & Poor's
Corporation BBB
INTEREST RATE OR FORMULA: 7.05% from and including March 1, 1998, to but
excluding March 1, 2006 (the "Reset Date"); reset on the Reset Date so as
to equal a fixed rate as described in the form of Bond attached hereto as
Annex B
INTEREST PAYMENT DATES: March 1 and September 1 of each year beginning
September 1, 1998
INTEREST RESET DATES: March 1, 2006
STATED MATURITY DATE: March 1, 2016
REDEMPTION OR REPAYMENT PROVISIONS: See "Other terms" below
NUMBER OF OPTION SECURITIES, IF ANY, THAT MAY BE PURCHASED BY THE UNDERWRITERS:
None.
DELAYED DELIVERY CONTRACTS: Not authorized
INITIAL PUBLIC OFFERING PRICE: 99.936%, plus accrued interest from March 1,
1998.
PURCHASE PRICE: 99.311%, plus accrued interest from March 1, 1998 (payable in
same day funds), plus 2.65% for the Call Option.
OTHER TERMS: The Bonds are subject to a Call Option, a Put Option, an interest
rate reset and other terms as described in the form of Bond attached hereto
as Annex B
CLOSING DATE AND LOCATION: 10:00 a.m., March 10, 1998, at the offices of
Xxxxxxxx & Xxxxxxxx, 000 Xxxxx 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.
Notwithstanding the foregoing, the terms set forth below shall amend
and supplement the terms of the Underwriting Agreement and, to the extent
inconsistent therewith, the terms set forth below shall be controlling.
(i) The Company and the Operating Partnership represent and
warrant, jointly and severally, to the Representatives, as of the date
hereof and as of the Closing Time, as follows:
The Calculation Agency Agreement has been duly and validly
authorized, executed and delivered by the Operating Partnership,
2
and, assuming due authorization, execution and delivery by the
Representatives, constitutes a valid and binding obligation of the
Operating Partnership, enforceable in accordance with its terms.
(ii) For purposes of the instant offering only, Section 5(h) of
the Underwriting Agreement shall be inapplicable and Section 3(o) shall be
amended to read as follows:
During the period from the date hereof to the Closing Time,
the Company and the Operating Partnership will not, without the prior
written consent of the Representatives, directly or indirectly, sell,
offer to sell, grant any option for the sale of, enter into any
agreement to sell, or otherwise dispose of, any securities of the same
class or series or ranking on a parity with any Underwritten
Securities (other than the Underwritten Securities covered by such
Prospectus Supplement) or any security convertible into or
exchangeable for such Underwritten Securities.
(iii) The opinion of Bose XxXxxxxx & Xxxxx referred to in
Section 5(b) of the Underwriting Agreement shall include the following:
The Calculation Agency Agreement has been duly and validly
authorized, executed and delivered by the Operating Partnership, and,
assuming due authorization, execution and delivery by the
Representatives, constitutes a valid and binding obligation of the
Operating Partnership, enforceable in accordance with its terms,
except as such enforceability may be (1) limited by bankruptcy,
insolvency, reorganization, liquidation, moratorium or other similar
laws affecting the rights and remedies of creditors generally and (2)
subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
(iv) In giving their opinion pursuant to Section 5(b) of the
Underwriting Agreement and paragraph (ii) above, Bose XxXxxxxx & Xxxxx may
rely upon the opinion of Xxxxxxxx & Xxxxxxxx as to certain matters of New
York law.
(v) As used in the first paragraph of Section 7, the term "total
net proceeds from the offering of such Underwritten Securities (before
deducting expenses) received by the Company" shall be deemed to exclude the
proceeds to the Company from the sale of the Call Option to Xxxxxxx, Sachs
& Co.
3
Please accept this offer no later than 5 o'clock P.M. (New York
City time) on March 5, 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,
XXXXXXX, XXXXX & CO.
UBS SECURITIES LLC
By: XXXXXXX, SACHS & CO.
/s/ Xxxxxxx, Xxxxx & Co.
-------------------------
(Xxxxxxx, Sachs & Co.)
Accepted:
DUKE REALTY INVESTMENTS, INC.
By: /s/ Xxxxxx X. Xxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President, Chief
Administrative Officer and Treasurer
DUKE REALTY LIMITED PARTNERSHIP
By: DUKE REALTY INVESTMENTS, INC.
General Partner
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President, Chief
Administrative Officer and Treasurer
4
