0001104659-06-078535 Sample Contracts

DUKE REALTY CORPORATION and DUKE REALTY LIMITED PARTNERSHIP REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 29th, 2006 • Duke Realty Limited Partnership/ • Real estate • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of November 22, 2006, by and among Duke Realty Limited Partnership, an Indiana limited partnership (the “Issuer”), Duke Realty Corporation, an Indiana corporation (the “Company”), and Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc. and UBS Securities LLC, as representatives (the “Representatives”) of the initial purchasers (collectively, the “Initial Purchasers”) pursuant to that certain Purchase Agreement, dated November 16, 2006 (the “Purchase Agreement”), among the Issuer, the Company and the Initial Purchasers.

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DUKE REALTY LIMITED PARTNERSHIP, as Issuer, DUKE REALTY CORPORATION, and THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee
Duke Realty Limited Partnership/ • November 29th, 2006 • Real estate • New York

INDENTURE dated as of November 22, 2006 by and between Duke Realty Limited Partnership, an Indiana limited partnership (hereinafter called the “Issuer”), Duke Realty Corporation, an Indiana corporation (hereinafter called the “Company”), each having its principal office at 600 East 96th Street, Suite 100, Indianapolis, Indiana 46240, and The Bank of New York Trust Company, N.A., as trustee hereunder (hereinafter called the “Trustee”).

COMMON STOCK DELIVERY AGREEMENT
Common Stock Delivery Agreement • November 29th, 2006 • Duke Realty Limited Partnership/ • Real estate • New York

This agreement (“Agreement”) is being made this 22nd day of November, 2006 by and between Duke Realty Limited Partnership, an Indiana limited partnership (the “Issuer”), and Duke Realty Corporation, an Indiana corporation (the “Parent”).

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