DUKE-WEEKS REALTY CORPORATION
(AN INDIANA CORPORATION)
DUKE-WEEKS REALTY LIMITED PARTNERSHIP
(AN INDIANA LIMITED PARTNERSHIP)
7.75% NOTES DUE 2009
TERMS AGREEMENT
Dated: November 10, 1999
To: Duke-Weeks Realty Corporation
Duke-Weeks Realty Limited Partnership
c/o Duke-Weeks Realty Corporation
0000 Xxxxxxxx Xxxxxxxx, Xxxxx 0000
Xxxxxxxxxxxx, XX 00000
Attention: Chairman of the Board of Directors
Ladies and Gentlemen:
We understand that Duke-Weeks Realty Limited Partnership, an Indiana
limited partnership (the "Operating Partnership"), proposes to issue and sell
$150,000,000 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 Underwritten Securities (as defined in the Underwriting Agreement
referred to below) set forth below opposite their respective names at the
purchase price set forth below.
Principal Amount
Underwriter Of
----------- Underwritten Securities
-----------------------
Xxxxxxx Xxxxx Xxxxxx Inc. $90,000,000
Xxxxxxx, Xxxxx & Co. 22,500,000
Deutsche Bank Securities Inc. 15,000,000
Xxxx Xxxxx Xxxx Xxxxxx, Incorporated 15,000,000
Wachovia Securities, Inc. 7,500,000
---------
$150,000,000
Total
The Underwritten Securities shall have the following terms:
Title of securities:
Currency: U.S. Dollars
Principal amount to be issued: $150,000,000
Current ratings: Xxxxx'x Investors Service, Inc: Baa2; Standard & Poor's
Corporation: BBB+
Interest rate: 7.750%
Interest payment dates: Each May 15 and November 15
Stated maturity date: November 15, 2009
Redemption provisions: The Underwritten Securities are callable at any time at
a Make-Whole Amount equivalent to the higher of par or the future payment
stream discounted at T+25.
Delayed Delivery Contracts: not authorized
Initial public offering price: 99.269%, plus accrued interest, if any, from the
date of issuance
Purchase price: 98.619%, plus accrued interest, if any, from the date of
issuance (payable in same day funds).
Other terms:
The Underwritten Securities shall be in the form of Exhibit A to the
Supplemental Indenture, dated as of November 16, 1999 between
Duke-Weeks Realty Limited Partnership and Bank One Trust Company, N.A.
(formerly known as The First National Bank of Chicago) .
Closing date and location: November 16, 1999 at the offices of Xxxxxx & Xxxxx
LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
All the provisions contained in the document attached as Annex A
hereto entitled "Duke-Weeks Realty Corporation and Duke-Weeks 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 5:00 o'clock P.M. (New York City
time) on November __, 1999 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 XXXXXX INC.
XXXXXXX, XXXXX & CO.
DEUTSCHE BANK SECURITIES INC.
XXXX XXXXX XXXX XXXXXX, INCORPORATED
WACHOVIA SECURITIES, INC.
By: XXXXXXX XXXXX XXXXXX INC.
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------
Managing Director
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Accepted:
DUKE-WEEKS REALTY CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------------
Name:
Title:
DUKE-WEEKS REALTY LIMITED PARTNERSHIP
By: DUKE-WEEKS REALTY CORPORATION
-----------------------------
General Partner
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------------
Name:
Title:
(Terms Agreement Signature Page)
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