DUKE REALTY INVESTMENTS, INC.
(AN INDIANA CORPORATION)
DUKE REALTY LIMITED PARTNERSHIP
(AN INDIANA LIMITED PARTNERSHIP)
650,000 SHARES OF COMMON STOCK
TERMS AGREEMENT
Dated: October 15, 1998
To: Duke Realty Investments, Inc.
Duke Realty Limited Partnership
c/o Duke Realty Investments, Inc.
8888 Keystone Crossing, Suite 1150
Indianapolis, IN 46240
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 650,000 of its shares of common
stock (the "Common Stock"). Subject to the terms and conditions set forth or
incorporated by reference herein, the underwriter named below (the "
Underwriter") offers to purchase the Initial Securities (as defined in the
Underwriting Agreement referred to below) and the Option Securities (as
defined in the Underwriting Agreement referred to below) to the extent any
are purchased, at the purchase price set forth below.
Number of Shares
of Initial
Underwriter Underwritten Securities
----------- -----------------------
Merrill Lynch, Pierce, Fenner & Smith
Incorporated. . . . . . . . . . . . . . . . . . 650,000
-------
Total . . . . . . . . . . . . . . . . . . . . . 650,000
The Underwritten Securities shall have the following terms:
Title of Securities: Common Stock
Number of Shares: 650,000
Public offering price per share: $23.1875
Purchase price per share: $21.9975
Number of Option Securities, if any,
that may be purchased by the Underwriter: 97,500
Closing time, date and location: October 21, 1998, 10:00 a.m., New York
City Time, Rogers & Wells LLP, 200 Park Avenue, New York, New York 10166
Additional Terms: Sections 3(o) and 5(h) of the
Underwriting Agreement are hereby
amended by deleting all references to
"90 days" in such Sections and
replacing them with "30 days."
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 -
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.
Please accept this offer no later than 5 o'clock P.M. (New York City
time) on October 15, 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,
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: /s/ Martin J. Cicco
------------------------------
Accepted:
DUKE REALTY INVESTMENTS, INC.
By: /s/ Dennis D. Oklak
-------------------------------------
Name: Dennis D. Oklak
Title: Executive Vice President,
Chief Administrative Officer
and Treasurer
DUKE REALTY LIMITED PARTNERSHIP
By: DUKE REALTY INVESTMENTS, INC.
-----------------------------
General Partner
By: /s/ Dennis D. Oklak
-------------------------------------
Name: Dennis D. Oklak
Title: Executive Vice President,
Chief Administrative Officer
and Treasurer