EXHIBIT 1
DUKE-WEEKS REALTY CORPORATION
(AN INDIANA CORPORATION)
DUKE-WEEKS REALTY LIMITED PARTNERSHIP
(AN INDIANA LIMITED PARTNERSHIP)
6.95% SENIOR NOTES DUE 2011
TERMS AGREEMENT
Dated: February 28, 2001
To: Duke-Weeks Realty Corporation
600 East 96th Street, Suite 100
Indianapolis, IN 46240
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
$175,000,000 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
of
Underwriter Underwritten Securities
----------- -----------------------
Deutsche Banc Alex. Brown Inc. $87,500,000
Chase Securites Inc. $87,500,000
------------
Total $175,000,000
The Underwritten Securities shall have the following terms:
Title of securities: 6.95% Senior Notes Due 2011
Currency: U.S. Dollars
Principal amount to be issued: $175,000,000
Current ratings: Moody's Investors Service, Inc: Baa1; Standard & Poor's Rating
Service: BBB+
Interest rate: 6.950%
Interest payment dates: Each March 15 and September 15
Stated maturity date: March 15, 2011
Redemption provisions: None
Delayed Delivery Contracts: Not authorized
Initial public offering price: 99.911%, plus accrued interest, if any, from the
date of issuance
Purchase price: 99.261% 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 March 5, 2001 between Duke-Weeks
Realty Limited Partnership and Bank One Trust Company, N.A. (as successor to
The First National Bank of Chicago).
Closing date and location: March 5, 2001 at the offices of Clifford Chance
Rogers & Wells LLP, 200 Park Avenue, New York, New York 10166
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.
The Underwriting Agreement attached hereto as Annex A applies in its
entirety except that any reference therein to Merrill Lynch shall be deemed
references to Deutsche Banc Alex Brown Inc. and J.P. Morgan Chase & Co.
2
Please accept this offer no later than 5 o'clock P.M. (New York City
time) on February 28, 2001 by signing a copy of this Terms Agreement in the
space set forth below and returning the signed copy to us.
Very truly yours,
DEUTSCHE BANC ALEX. BROWN INC.
By: /s/ Daniel Benton
--------------------------------------------
Name: Daniel Benton
Title: Managing Director
By: /s/ Peter Goettler
--------------------------------------------
Name: Peter Goettler
Title: Managing Director
CHASE SECURITIES INC.
By: /s/ Jose C. Padilla
--------------------------------------------
Name: Jose C. Padilla
Title: Vice President
Accepted:
DUKE-WEEKS REALTY CORPORATION
By: /s/ James R. Windmiller
----------------------------------
Name: James R. Windmiller
Title: Senior Vice President,
Corporate Taxation
DUKE-WEEKS REALTY LIMITED PARTNERSHIP
By: DUKE-WEEKS REALTY CORPORATION
-----------------------------
General Partner
By: /s/ James R. Windmiller
----------------------------------
Name: James R. Windmiller
Title: Senior Vice President,
Corporate Taxation