DUKE REALTY INVESTMENTS, INC.
(an Indiana Corporation)
826,873 Common Shares
U.S. TERMS AGREEMENT
April 21, 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 understand that Duke Realty Investments, Inc., an Indiana
corporation (the "Company"), proposes to issue and sell 826,873 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: 826,873
Public offering price per share: $23.2244
Purchase price per share: $22.9825
Number of Option Securities: N/A
Underwriter: X. X. Xxxxxxx & Sons, Inc.
Underwriter's counsel Xxxxxxx and Xxxxxx
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), (iii),
(vii), (viii), (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)(i) (with respect to the first sentence
only), 5(b)(1)(ix) (with respect to the first
sentence only), 5(b)(1)(xiii) (with respect to
the first clause only), and 5(b)(1)(xxiii).
Closing Time, date and location: April 24, 1998, 9:00 a.m., Chicago
Time, Xxxxxxx and Xxxxxx, Xxxxxxx,
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.
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Please accept this offer no later than six o'clock P.M. (New York
City time) on April 21, 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,
X. X. XXXXXXX & SONS, INC.
BY: /s/ Xxxxxxx X. XxXxxxxxx
-------------------------
Name: Xxxxxxx X. XxXxxxxxx
Title: Managing Director
- 3 -
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
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