FIRST AMENDMENT TO
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
DUKE REALTY LIMITED PARTNERSHIP
Duke Realty Investments, Inc., the general partner of Duke Realty Limited
Partnership, hereby amends the Amended and Restated Agreement of Limited
Partnership of Duke Realty Limited Partnership, pursuant to Section 9.05(a)(iv)
thereof, as follows:
(1) Section 3.11(a)(i) is amended to read "The matters described in
Section 3.09(b)."
(2) The reference in Section 3.11(a)(ii) to Section 3.09 is amended to
refer to Section 3.09(a).
In all other respects, the Amended and Restated Agreement of Limited Partnership
shall continue in full force and effect as amended hereby.
Dated as of November 22, 1993.
DUKE REALTY INVESTMENTS, INC.
By: /s/ Thomas L. Hefner, President
-------------------------------
SECOND AMENDMENT TO
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
DUKE REALTY LIMITED PARTNERSHIP
The undersigned, representing the General Partner and Partners (including
the General Partner) holding more than ninety percent (90%) of the outstanding
Units of Duke Realty Limited Partnership (the "Partnership"), hereby amend the
Partnership's Amended and Restated Agreement of Limited Partnership, as
heretofore amended (the "Partnership Agreement") pursuant to Section 9.05(b) of
the Partnership Agreement and agree as follows:
1. AMENDMENT OF SECTION 4.02. Subsection (d) of Section 4.02 of the
Partnership Agreement is amended to read as follows:
(d) The Capital Contribution required upon issuance of
any Unit pursuant to this section (other than Units of a
different class or series, and with preferences, rights,
powers and duties senior to the Units held by the Partners
other than the General Partner) will be equal to (i) in the
case of a Unit issued in accordance with Section
3.09(a)(iii) or in connection with a Permitted Transaction
involving the issuance of REIT Shares by the General
Partner, the per share price of the applicable REIT Shares
issued by the General Partner (net of the cost to the
General Partner of issuing such shares) divided by the
Exchange Ratio at the time the Unit is issued, or (ii) in
other cases involving the issuance of a Unit to a Principal
Owner or Affiliate of a Principal Owner, the Current Market
Price of a REIT Share divided by the Exchange Ratio at the
time the Unit is issued, or (iii) in all other cases, an
amount based on the range of quoted market prices of a REIT
Share for a reasonable period of time before the Unit is
issued adjusted as determined by the General Partner to
recognize the possible effects of price fluctuations,
quantities traded, issue costs and other market factors and
divided by the Exchange Ratio at the time the Unit is
issued.
2. AMENDMENT OF SECTION 4.08. Subsection (a) of Section 4.08 of the
Partnership Agreement is amended to read as follows:
(a) In the event any Partnership property is reflected
on the books of the Partnership at a book value that differs
from the adjusted tax basis of such property at the time of
its contribution to the Partnership or its revaluation
pursuant to Treasury Regulations Sections
1.704-1(b)(2)(iv)(d) or 1.704-1(b)(2)(iv)(f), respectively,
income, gain, loss, and deduction with respect to such
property shall, solely for tax purposes, be allocated among
the Partners in the manner required by Code Section 704(c)
and Treasury Regulations Sections 1.704-1(b)(4)(i) and
1.704-3. Consistent with the foregoing, depreciation,
amortization or other cost recovery deductions shall be
allocated in accordance with the traditional method
contained in Treasury Regulations Section 1.704-3(b) for all
property acquired by or contributed to the Partnership prior
to January 1, 1996. For property acquired by or contributed
to the Partnership subsequent to December 31, 1995, the Tax
Matters Partner shall, at its sole discretion and on a
property by property basis, choose between the traditional
method, the traditional method with curative allocations or
the remedial allocation method contained in Treasury
Regulations Sections 1.704-3(b), 1.704-3(c) and 1.704-3(d)
or any similar succeeding applicable provision. For
purposes of allocating the Partnership's earnings and
profits to corporate Partners, depreciation, amortization
and cost recovery deductions used in determining earnings
and profits shall be allocated among the Partners in the
same manner as allocations of depreciation, amortization and
other cost recovery deductions for regular tax purposes,
adjusted for differences in earnings and profits, bases and
depreciation periods.
3. OTHER PROVISIONS. In all other respects, the Partnership Agreement
shall continue in full force and effect as amended hereby. Any capitalized
terms used in this Amendment and not defined herein have the meanings given to
them in the Partnership Agreement.
Dated as of February 1, 1996.
DUKE REALTY INVESTMENTS, INC., as
General Partner, as a holder of Units
and as attorney-in-fact pursuant to
Section 9.19 of the Partnership
Agreement for all holders of Units who
have consented in writing to this
Amendment.
By: /s/ Thomas L. Hefner, President
-------------------------------
Thomas L. Hefner, President
DMI PARTNERSHIP
By: Duke Management, Inc., general
partner
By: /s/ Thomas L. Hefner, President
-----------------------------------
Thomas L. Hefner, President
/s/ Thomas L. Hefner
----------------------------------------
Thomas L. Hefner
/s/ Darell E. Zink, Jr.
----------------------------------------
Darell E. Zink, Jr.
/s/ Daniel C. Staton
----------------------------------------
Daniel C. Staton
-2-