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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): May 27, 1998
DUKE REALTY LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Indiana 0-20625 35-1898425
(State or jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
8888 KEYSTONE CROSSING, SUITE 1200
INDIANAPOLIS, INDIANA 46240
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (317) 574-3531
Not applicable
(Former name or former address, if changed since last report)
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibits are filed with this Report pursuant to Regulation
S-K Item 601 in lieu of filing the otherwise required exhibits to the
registration statement on Form S-3 of the Registrant, file no. 333-26845,
under the Securities Act of 1933, as amended (the "Registration Statement"),
and which, as this Form 8-K filing is incorporated by reference in the
Registration Statement, are set forth in full in the Registration Statement.
Exhibit
Number Exhibit
- ------- -------
1 Form of Terms Agreement dated May 27, 1998.
4 Form of Fifth Supplemental Indenture dated May 27, 1998, including
form of global note evidencing 6-3/4% Notes due May 30, 2008.
5 Opinion of Bose McKinney & Evans, including consent.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DUKE REALTY LIMITED PARTNERSHIP
By: DUKE REALTY INVESTMENTS, INC.,
General Partner
Date: June 1, 1998 By: /s/ Dennis D. Oklak
------------------------
Dennis D. Oklak
Executive Vice President,
Chief Administrative
Officer and Treasurer
-2-
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DUKE REALTY INVESTMENTS, INC.
(AN INDIANA CORPORATION)
DUKE REALTY LIMITED PARTNERSHIP
(AN INDIANA LIMITED PARTNERSHIP)
6 3/4% NOTES DUE 2008
TERMS AGREEMENT
Dated: May 27, 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 Limited Partnership, an Indiana limited
partnership (the "Operating Partnership"), proposes to issue and sell
$100,000,000 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, we offer to
purchase the Underwritten Securities (as defined in the Underwriting
Agreement referred to below) at the purchase price set forth below.
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The Underwritten Securities shall have the following terms:
Title of Securities: 6 3/4% Notes due 2008.
Currency: U.S. Dollars.
Principal amount to be issued: $100,000,000.
Current ratings: Moody's Investors Service, Inc.: Baa2; Standard & Poor's
Corporation: BBB+.
Interest rate: 6 3/4%.
Interest payment dates: Each May 30 and November 30.
Stated maturity date: May 30, 2008.
Redemption provisions: The Underwritten Securities are redeemable at any time
at a Make-Whole Amount equivalent to the higher of par or the future
payment stream discounted at T+25.
Delayed Delivery Contracts: Not authorized.
Initial public offering price: 99.907%, plus accrued interest, if any, or
amortized original issue discount, if any, from the date of issuance.
Purchase price: 99.257%, plus accrued interest, if any, or amortized original
issue discount, 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 May 27, 1998, between Duke Realty
Limited Partnership and The First National Bank of Chicago.
Closing date and location: June 2, 1998 at the offices of Rogers & Wells, 200
Park Avenue, New York, New York 10166.
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 hereby 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 ______ o'clock _____ (New York City
time) on May 27, 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: -------------------------------------
Name:
Title:
CONFIRMED AND ACCEPTED:
as of the date first above written
DUKE REALTY INVESTMENTS, INC.
By:
------------------------------------
Name:
Title:
DUKE REALTY LIMITED PARTNERSHIP
By: DUKE REALTY INVESTMENTS, INC.
-----------------------------------
General Partner
By:
-------------------------------------
Name:
Title:
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DUKE REALTY LIMITED PARTNERSHIP
ISSUER
TO
THE FIRST NATIONAL BANK OF CHICAGO
TRUSTEE
-----------
FIFTH SUPPLEMENTAL INDENTURE
DATED AS OF MAY 27, 1998
-----------
$100,000,000 6 3/4% NOTES DUE 2008
-----------
SUPPLEMENT TO INDENTURE,
DATED AS OF SEPTEMBER 19, 1995, BETWEEN
DUKE REALTY LIMITED PARTNERSHIP AND
THE FIRST NATIONAL BANK OF CHICAGO
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FIFTH SUPPLEMENTAL INDENTURE, dated as of May 27, 1998, between DUKE
REALTY LIMITED PARTNERSHIP, an Indiana limited partnership (the "Issuer"),
having its principal offices at 8888 Keystone Crossing, Suite 1200,
Indianapolis, Indiana 46420 and THE FIRST NATIONAL BANK OF CHICAGO, a national
banking association organized under the laws of the United States of America, as
trustee (the "Trustee"), having its Corporate Trust Office at 14 Wall Street,
Eighth Floor - Window 2, New York, New York 10005.
RECITALS
WHEREAS, the Issuer executed and delivered its Indenture (the
"Original Indenture"), dated as of September 19, 1995, to the Trustee to issue
from time to time for its lawful purposes debt securities evidencing its
unsecured and unsubordinated indebtedness.
WHEREAS, the Original Indenture provides that by means of a
supplemental indenture, the Issuer may create one or more series of its debt
securities and establish the form and terms and conditions thereof.
WHEREAS, the Issuer intends by this Supplemental Indenture to (i)
create a series of debt securities, in an aggregate principal amount not to
exceed $100,000,000, entitled "Duke Realty Limited Partnership 6 3/4% Notes due
2008" (the "Notes"); and (ii) establish the form and the terms and conditions of
such Notes.
WHEREAS, the Board of Directors of Duke Realty Investments, Inc., the
general partner of the Issuer, acting through authority delegated to its Finance
Committee, has approved the creation of the Notes and the form, terms and
conditions thereof.
WHEREAS, the consent of Holders to the execution and delivery of this
Supplemental Indenture is not required, and all other actions required to be
taken under the Original Indenture with respect to this Supplemental Indenture
have been taken.
NOW, THEREFORE IT IS AGREED:
ARTICLE ONE
DEFINITIONS, CREATION, FORM AND TERMS AND CONDITIONS OF THE DEBT SECURITIES
SECTION 1.01 DEFINITIONS. Capitalized terms used in this Supplemental
Indenture and not otherwise defined shall have the meanings ascribed to them in
the Original Indenture. In addition, the following terms shall have the
following meanings to be equally applicable to both the singular and the plural
forms of the terms defined:
"DTC" means The Depository Trust Company.
"GLOBAL NOTE" means a single fully-registered global note in
book-entry form, without coupons, substantially in the form of Exhibit A
attached hereto.
2
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"INDENTURE" means the Original Indenture as supplemented by this Fifth
Supplemental Indenture.
"MAKE-WHOLE AMOUNT" means, in connection with any optional
redemption or accelerated payment of any Note, the excess, if any, of (i) the
aggregate present value as of the date of such redemption or accelerated
payment of each dollar of principal being redeemed or paid and the amount of
interest (exclusive of interest accrued to the date of redemption or
accelerated payment) that would have been payable in respect of each such
dollar if such redemption or accelerated payment had not been made,
determined by discounting, on a semi-annual basis, such principal and
interest at the Reinvestment Rate (determined on the third Business Day
preceding the date such notice of redemption is given or declaration of
acceleration is made) from the respective dates on which such principal and
interest would have been payable if such redemption or accelerated payment
had not been made, over (ii) the aggregate principal amount of the Notes
being redeemed or paid.
"NOTES" means the Issuer's 6 3/4% Notes due May 30, 2008, a form of
which is attached hereto as Exhibit A.
"REDEMPTION PRICE" means the sum of (i) the principal amount of the
Notes being redeemed plus accrued interest thereon to the Redemption Date and
(ii) the Make-Whole Amount, if any, with respect to such Notes.
"REINVESTMENT RATE" means .25% plus the arithmetic mean of the yields
under the respective heading "Week Ending" published in the most recent
Statistical Release under the caption "Treasury Constant Maturities" for the
maturity (rounded to the nearest month) corresponding to the remaining life to
maturity, as of the payment date of the principal being redeemed or paid. If no
maturity exactly corresponds to such maturity, yields for the two published
maturities most closely corresponding to such maturity shall be calculated
pursuant to the immediately preceding sentence and the Reinvestment Rate shall
be interpolated or extrapolated from such yields on a straight-line basis,
rounding in each of such relevant periods to the nearest month. For the
purposes of calculating the Reinvestment Rate, the most recent Statistical
Release published prior to the date of determination of the Make-Whole Amount
shall be used.
"STATISTICAL RELEASE" means the statistical release designated
"H.15(519)" or any successor publication which is published weekly by the
Federal Reserve System and which establishes yields on actively traded United
States government securities adjusted to constant maturities, or, if such
statistical release is not published at the time of any determination under the
Indenture, then such other reasonably comparable index which shall be designated
by the Issuer.
SECTION 1.02 CREATION OF THE DEBT SECURITIES. In accordance with Section
301 of the Original Indenture, the Issuer hereby creates the Notes as a separate
series of its debt securities issued pursuant to the Indenture. The Notes shall
be issued in an aggregate principal amount not to exceed $100,000,000.
3
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SECTION 1.03 FORM OF THE DEBT SECURITIES. The Notes will be represented
by a single fully-registered global note in book-entry form, without coupons,
registered in the name of the nominee of DTC. The Notes shall be in the form of
Exhibit A attached hereto. So long as DTC, or its nominee, is the registered
owner of a Global Note, DTC or its nominee, as the case may be, will be
considered the sole owner or holder of the notes represented by such Global Note
for all purposes under the Indenture. Ownership of beneficial interests in the
Global Note will be shown on, and transfers thereof will be effected only
through, records maintained by DTC (with respect to beneficial interests of
participants) or by participants or persons that hold interests through
participants (with respect to beneficial interests of beneficial owners).
SECTION 1.04 TERMS AND CONDITIONS OF THE DEBT SECURITIES. The Notes
shall be governed by all the terms and conditions of the Original Indenture, as
supplemented by this Fifth Supplemental Indenture, and in particular, the
following provisions shall be terms of the Notes:
(a) OPTIONAL REDEMPTION. The Issuer may redeem the Notes at any time at
the option of the Issuer, in whole or from time to time in part, at a redemption
price equal to the Redemption Price.
If notice has been given as provided in the Original Indenture and funds
for the redemption of any Notes called for redemption shall have been made
available on the Redemption Date referred to in such notice, such Notes will
cease to bear interest on the date fixed for such redemption specified in such
notice and the only right of the Holders of the Notes will be to receive payment
of the Redemption Price.
Notice of any optional redemption of any Notes will be given to Holders at
their addresses, as shown in the Security Register, not more than 60 nor less
than 30 days prior to the date fixed for redemption. The notice of redemption
will specify, among other items, the Redemption Price and the principal amount
of the Notes held by such Holder to be redeemed.
If less than all the Notes are to be redeemed at the option of the Issuer,
the Issuer will notify the Trustee at least 45 days prior to giving notice of
redemption (or such shorter period as is satisfactory to the Trustee) of the
aggregate principal amount of Notes to be redeemed and their Redemption Date.
The Trustee shall select, in such manner as it shall deem fair and appropriate,
Notes to be redeemed in whole or in part.
(b) PAYMENT OF PRINCIPAL AND INTEREST. Principal and interest payments on
interests represented by a Global Note will be made to DTC or its nominee, as
the case may be, as the registered owner of such Global Note. All payments of
principal and interest in respect of the Notes will be made by the Issuer in
immediately available funds.
(c) APPLICABILITY OF DEFEASANCE OR COVENANT DEFEASANCE. The provisions of
Article 14 of the Original Indenture shall apply to the Notes.
4
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ARTICLE TWO
TRUSTEE
SECTION 2.01 TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or the due execution thereof by the Issuer. The recitals of fact
contained herein shall be taken as the statements solely of the Issuer, and the
Trustee assumes no responsibility for the correctness thereof.
ARTICLE THREE
MISCELLANEOUS PROVISIONS
SECTION 3.01 RATIFICATION OF ORIGINAL INDENTURE. This Supplemental
Indenture is executed and shall be construed as an indenture supplemental to the
Original Indenture, and as supplemented and modified hereby, the Original
Indenture is in all respects ratified and confirmed, and the Original Indenture
and this Supplemental Indenture shall be read, taken and construed as one and
the same instrument.
SECTION 3.02 EFFECT OF HEADINGS. The Article and Section headings herein
are for convenience only and shall not affect the construction hereof.
SECTION 3.03 SUCCESSORS AND ASSIGNS. All covenants and agreements in
this Supplemental Indenture by the Issuer shall bind its successors and assigns,
whether so expressed or not.
SECTION 3.04 SEPARABILITY CLAUSE. In case any one or more of the
provisions contained in this Supplemental Indenture shall for any reason be held
to be invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.
SECTION 3.05 GOVERNING LAW. This Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New York.
This Supplemental Indenture is subject to the provisions of the Trust Indenture
Act of 1939, as amended, that are required to be part of this Supplemental
Indenture and shall, to the extent applicable, be governed by such provisions.
SECTION 3.06 COUNTERPARTS. This Supplemental Indenture may be executed
in any number of counterparts, and each of such counterparts shall for all
purposes be deemed to be an original, but all such counterparts shall together
constitute one and the same instrument.
5
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the date first above written.
DUKE REALTY LIMITED PARTNERSHIP
By: Duke Realty Investments, Inc.,
as General Partner
By: ----------------------------
Name:
Title:
Attest:
- ------------------------------
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By: ------------------------------
Name:
Title:
Attest:
- -------------------------------
Name:
Title:
6
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STATE OF ___________ )
) ss:
COUNTY OF __________ )
On the ___________ day of __________ 1998, before me personally came
____________________, to me known, who, being by me duly sworn, did depose and
say that he/she resides at _____________________________________, that he/she is
________________ of DUKE REALTY INVESTMENTS, INC., the general partner of DUKE
REALTY LIMITED PARTNERSHIP, one of the parties described in and which executed
the foregoing instrument, and that he/she signed his/her name thereto by
authority of the Board of Directors.
[Notarial Seal]
-----------------------------------------------
Notary Public
COMMISSION EXPIRES
7
<PAGE>
STATE OF ____________ )
) ss:
COUNTY OF ____________ )
On the __________ day of __________ 1998, before me personally came
____________________, to me known, who, being by me duly sworn, did depose and
say that he/she resides at _____________________________________, that he/she is
a _______________ of THE FIRST NATIONAL BANK OF CHICAGO, one of the parties
described in and which executed the foregoing instrument, and that he/she signed
his/her name thereto by authority of the Board of Directors.
[Notarial Seal]
-------------------------------------
Notary Public
COMMISSION EXPIRES
8
<PAGE>
EXHIBIT A
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.
UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
DTC TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF
DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH
SUCCESSOR.
REGISTERED REGISTERED
NO. [__________] PRINCIPAL AMOUNT
CUSIP NO. 264414AS2 $100,000,000
DUKE REALTY LIMITED PARTNERSHIP
6 3/4% NOTES DUE 2008
Duke Realty Limited Partnership, an Indiana limited partnership (the
"Issuer," which term includes any successor under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Cede & Co. or its
registered assigns, the principal sum of One Hundred Million Dollars on May 30,
2008 (the "Maturity Date"), and to pay interest thereon from June 2, 1998 (or
from the most recent interest payment date to which interest has been paid or
duly provided for), semi-annually on May 30 and November 30 of each year (each,
an "Interest Payment Date"), commencing on November 30, 1998, and on the
Maturity Date, at the rate of 6 3/4% per annum, until payment of said principal
sum has been made or duly provided for.
The interest so payable and punctually paid or duly provided for on
any Interest Payment Date and on the Maturity Date will be paid to the Holder in
whose name this Note (or
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one or more predecessor Notes) is registered at the close of business on the
"Record Date" for such payment, which will be 15 days (regardless of whether
such day is a Business Day (as defined below)) prior to such payment date or
the Maturity Date, as the case may be. Any interest not so punctually paid
or duly provided for shall forthwith cease to be payable to the Holder on
such record date, and shall be paid to the Holder in whose name this Note (or
one or more predecessor Notes) is registered at the close of business on a
subsequent record date for the payment of such defaulted interest (which
shall be not less than five Business Days (as defined below) prior to the
date of the payment of such defaulted interest) established by notice given
by mail by or on behalf of the Issuer to the Holders of the Notes not less
than 15 days preceding such subsequent record date. Interest on this Note
will be computed on the basis of a 360-day year of twelve 30-day months.
The principal of this Note payable on the Maturity Date will be
paid against presentation and surrender of this Note at the office or agency
of the Issuer maintained for that purpose in The Borough of Manhattan, The
City of New York. The Issuer hereby initially designates the Corporate Trust
Office of the Trustee in the City of New York as the office to be maintained
by it where Notes may be presented for payment, registration of transfer, or
exchange and where notices or demands to or upon the Issuer in respect of the
Notes or the Indenture referred to on the reverse hereof may be served.
Interest payable on this Note on any Interest Payment Date and on
the Maturity Date, as the case may be, will be the amount of interest accrued
from and including the immediately preceding Interest Payment Date (or from
and including June 2, 1998 in the case of the initial Interest Payment Date)
to but excluding the applicable Interest Payment Date or the Maturity Date,
as the case may be. If any Interest Payment Date or the Maturity Date falls
on a day that is not a Business Day (as defined below), the required payment
of interest or principal or both, as the case may be, will be made on the
next Business Day with the same force and effect as if it were made on the
date such payment was due and no interest will accrue on the amount so
payable for the period from and after such Interest Payment Date or the
Maturity Date, as the case may be. "Business Day" means any day, other than a
Saturday or a Sunday, on which banking institutions in The City of New York
are open for business.
Payments of principal and interest in respect of this Note will be
made by wire transfer of immediately available funds in such coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.
Reference is made to the further provisions of this Note set forth
on the reverse hereof. Such further provisions shall for all purposes have
the same effect as though fully set forth at this place.
This Note shall not be entitled to the benefits of the Indenture
referred to on the reverse hereof or be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have been signed
by the Trustee under such Indenture.
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IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed manually or by facsimile by its authorized officers.
Dated: June 2, 1998
DUKE REALTY LIMITED PARTNERSHIP,
as Issuer
By: DUKE REALTY INVESTMENTS, INC.,
as General Partner
By: --------------------------------------
Name:
Title:
By: -------------------------------------
Name:
Title:
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TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein referred
to in the within-mentioned Indenture.
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By: -----------------------------------
Authorized Officer
A-4
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[REVERSE OF NOTE]
DUKE REALTY LIMITED PARTNERSHIP
6 3/4% NOTES DUE 2008
This security is one of a duly authorized issue of debentures, notes,
bonds, or other evidences of indebtedness of the Issuer (hereinafter called the
"Securities") of the series hereinafter specified, all issued or to be issued
under and pursuant to an Indenture dated as of September 19, 1995 (herein called
the "Indenture"), duly executed and delivered by the Issuer to The First
National Bank of Chicago, as Trustee (herein called the "Trustee," which term
includes any successor trustee under the Indenture with respect to the series of
Securities of which this Note is a part), to which Indenture and all indentures
supplemental thereto relating to this security reference is hereby made for a
description of the rights, limitations of rights, obligations, duties, and
immunities thereunder of the Trustee, the Issuer, and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered. The Securities may be issued in one or more
series, which different series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest (if any) at different
rates, may be subject to different redemption provisions (if any), and may
otherwise vary as provided in the Indenture or any indenture supplemental
thereto. This security is one of a series designated as the 63/4% Notes due May
30, 2008 of the Issuer, limited in aggregate principal amount to $100,000,000.
In case an Event of Default with respect to this security shall have
occurred and be continuing, the principal hereof and Make-Whole Amount, if any,
may be declared, and upon such declaration shall become, due and payable, in the
manner, with the effect, and subject to the conditions provided in the
Indenture.
The Issuer may redeem this security at any time at the option of the
Issuer, in whole or in part, at a redemption price equal to the sum of (i) the
principal amount of this security being redeemed plus accrued interest thereon
to the Redemption Date and (ii) the Make-Whole Amount, if any, with respect to
this security (the "Redemption Price"). Notice of any optional redemption of
any Securities will be given to Holders at their addresses, as shown in the
Security Register, not more than 60 nor less than 30 days prior to the date
fixed for redemption. The notice of redemption will specify, among other items,
the Redemption Price and the principal amount of the Securities held by such
Holder to be redeemed.
The Indenture contains provisions permitting the Issuer and the
Trustee, with the consent of the Holders of not less than a majority of the
aggregate principal amount of the Securities at the time Outstanding of all
series to be affected (voting as one class), evidenced as provided in the
Indenture, to execute supplemental indentures adding any provisions to or
changing in any manner or eliminating any of the provisions of the Indenture or
of any supplemental indenture or modifying in any manner the rights of the
Holders of the Securities of each series; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each Security
so affected, (i) change the Stated Maturity of the principal of (or
A-5
<PAGE>
premium, if any, on) or any installment of principal of or interest on, any
Security, or reduce the principal amount thereof or the rate or amount of
interest thereon or any premium payable upon the redemption thereof, or
adversely affect any right of repayment at the option of the Holder of any
Security, or change any Place of Payment where, or the currency or
currencies, currency unit or units or composite currency or currencies in
which, any Security or any premium or the interest thereon is payable, or
impair the right to institute suit for the enforcement of any such payment on
or after the Stated Maturity thereof, or (ii) reduce the aforesaid percentage
of Securities, the Holders of which are required to consent to any such
supplemental indenture, or (iii) reduce the percentage of Securities, the
Holders of which are required to consent to any waiver of compliance with
certain provisions of the Indenture or any waiver of certain defaults
thereunder. It is also provided in the Indenture that, with respect to
certain defaults or Events of Default regarding the Securities of any series,
the Holders of a majority in aggregate principal amount outstanding of the
Securities of such series (or, in the case of certain defaults or Events of
Default, all series of Securities) may on behalf of the Holders of all the
Securities of such series (or all of the Securities, as the case may be)
waive any such past default or Event of Default and its consequences, prior
to any declaration accelerating the maturity of such Securities, or, subject
to certain conditions, may rescind a declaration of acceleration and its
consequences with respect to such Securities. Any such consent or waiver by
the Holder of this security (unless revoked as provided in the Indenture)
shall be conclusive and binding upon such Holder and upon all future Holders
and owners of the security and any securities that may be issued in exchange
or substitution herefor, irrespective of whether or not any notation thereof
is made upon this security or such other securities.
No reference herein to the Indenture and no provision of this
security or of the Indenture shall alter or impair the obligation of the
Issuer, which is absolute and unconditional, to pay the principal of and any
Make-Whole Amount and interest on this security in the manner, at the
respective times, at the rate and in the coin or currency herein prescribed.
This security is issuable only in registered form without coupons
in denominations of $1,000 and integral multiples thereof. Securities may be
exchanged for a like aggregate principal amount of securities of this series
of other authorized denominations at the office or agency of the Issuer in
The Borough of Manhattan, The City of New York, in the manner and subject to
the limitations provided in the Indenture, but without the payment of any
service charge except for any tax or other governmental charge imposed in
connection therewith.
Upon due presentment for registration of transfer of Securities at
the office or agency of the Issuer in The Borough of Manhattan, The City of
New York, one or more new Securities of the same series of authorized
denominations in an equal aggregate principal amount will be issued to the
transferee in exchange therefor, subject to the limitations provided in the
Indenture, without charge except for any tax or other governmental charge
imposed in connection therewith.
The Issuer, the Trustee or any authorized agent of the Issuer or
the Trustee may deem and treat the Person in whose name this security is
registered as the absolute owner of this security (whether or not this
security shall be overdue and notwithstanding any notation of ownership or
other writing hereon), for the purpose of receiving payment of, or on account
of,
A-6
<PAGE>
the principal hereof and Make-Whole Amount, if any, and subject to the
provisions on the face hereof, interest hereon, and for all other purposes,
and neither the Issuer nor the Trustee nor any authorized agent of the Issuer
or the Trustee shall be affected by any notice to the contrary.
The Indenture and each Security shall be deemed to be a contract under
the laws of the State of New York, and for all purposes shall be construed in
accordance with the laws of such state, except as may otherwise be required by
mandatory provisions of law.
Capitalized terms used herein which are not otherwise defined shall
have the respective meanings assigned to them in the Indenture and all
indentures supplemental thereto relating to this security.
A-7
<PAGE>
Exhibit 5
BOSE McKINNEY & EVANS
2700 First Indiana Plaza
135 North Pennsylvania Street
Indianapolis, Indiana 46240
(317) 684-5000
May 27, 1998
Duke Realty Limited Partnership
8888 Keystone Crossing, Suite 1200
Indianapolis, Indiana 46240
Dear Sirs:
We are acting as counsel to Duke Realty Limted Partnership, an Indiana
limited Partnership (the "Partnership"), in connection with the shelf
registration by the Partnership of debt securities of the Partnership
pursuant to a Registration Statement, file no. 333-26845 (the "Registration
Statement"), on Form S-3 under the Securities Act of 1933, as amended. The
Partnership has filed a prospectus supplement (the "Prospectus Supplement")
relating to the offering of up to $100,000,000 in aggregate principal amount
of 6-3/4% Notes due May 30, 2008 (the "Notes"). This opinion letter is
supplemental to the opinion letter filed as Exhibit 5 to the Registration
Statement, as amended.
We have examined photostatic copies of the Amended and Restated Articles of
Incorporation and Amended and Restated Bylaws of Duke Realty Investments, Inc.,
the sole general partner of the Partnership (the "Company"), and of the
Partnership's Amended and Restated Agreement of Limited Partnership, the
indenture and supplemental indenture pursuant to which the Notes are to be
issued (together, the "Indenture") and such other documents and instruments as
we have deemed necessary to enable us to render the opinion set forth below. We
have assumed the conformity to the originals of all documents submitted to us as
photostatic copies, the authenticity of the originals of such documents, and the
genuineness of all signatures appearing thereon. As to various questions of
fact material to our opinions, we have relied upon certificates of, or
communications with, officers of the Company as general partner of the
Partnership, including but not limited to a certificate of the Secretary of the
Company rendered in connection with the closing of the sale of the Notes as to
action taken by or on behalf of the Board of Directors of the Company.
<PAGE>
Duke Realty Limited Partnership
May 27, 1998
Page 2
Based upon and subject to the foregoing, it is our opinion that:
(1) The issuance of the Notes has been duly authorized by the Company as general
partner of the Partnership.
(2) When (a) the applicable provisions of the Securities Act of 1933 and such
state "blue sky" or securities laws as may be applicable have been complied with
and (b) the Notes have been issued and delivered for value as contemplated in
the Registration Statement and duly authenticated by the trustee under the
Indenture, the Notes will be duly and validly issued and will constitute legal,
valid and binding obligations of the Partnership, enforceable against the
Partnership in accordance with their terms, except insofar as enforceability
thereof may be limited by usury, bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights generally or
general principles of equity.
We do not hold ourselves out as being conversant with the laws of any
jurisdiction other than the federal laws of the United States and the laws of
the State of Indiana and, therefore, this opinion is limited to the laws of
those jurisdictions.
No person or entity other than you may rely or claim reliance upon this
opinion. This opinion is limited to the matters stated herein and no opinion
is implied or may be inferred beyond the matters expressly stated.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Bose McKinney & Evans
