AMENDED AND RESTATED AGREEMENT

 

                               THIRD AMENDMENT TO
              AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                         DUKE REALTY LIMITED PARTNERSHIP

     The undersigned, as the General Partner of Duke Realty Limited Partnership
(the "Partnership"), hereby amends the Partnership's Amended and Restated
Agreement of Limited Partnership, as heretofore amended (the "Partnership
Agreement"), pursuant to Sections 4.02(b) and 9.05(a)(v) of the Partnership
Agreement, to add a new Section 4.13 to read as provided in EXHIBIT A hereto.
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 August 16, 1996.
                                        DUKE REALTY INVESTMENTS,
                                        INC., as General Partner

                                        By:  /s/ Dennis D. Oklak
                                             ----------------------------
                                             Dennis D. Oklak
                                             Vice President and Treasurer

                                    EXHIBIT A

     SECTION 4.13.  SERIES A CUMULATIVE REDEEMABLE PREFERRED UNITS.  Pursuant to
authority granted under Section 4.02(b) of this Agreement, the General Partner
hereby establishes a series of preferred Units designated the 9.10% Series A
Cumulative Redeemable Preferred Units (Liquidation Preference $250.00 Per Unit)
(the "Series A Preferred Units") on the following terms:

     (a)  NUMBER AND HOLDER.  The number of Series A Preferred Units shall not
exceed 460,000 and shall at all times be equal to the number of 9.10% Series A
Cumulative Redeemable Preferred Shares ("Series A Preferred Shares") issued by
the General Partner and then outstanding.  Series A Preferred Units shall be
issued only to and held only by the General Partner.

     (b)  RELATIVE SENIORITY.  In respect of rights to receive Distributions of
Distributable Cash pursuant to Section 4.03 and to participate in Distributions
or payments in the event of any liquidation or termination of the Partnership
pursuant to Section 4.04, the Series A Preferred Units shall rank senior to the
Units initially established under Section 2.03 and issued under Sections 4.01
and 4.02(a) ("Common Units") and any other class or series of Units of the
Partnership ranking, as to Distributions and upon liquidation, junior to the
Series A Preferred Units (collectively, "Junior Units").  In the event of
Distributions from a Terminating Capital Transaction pursuant to Section 4.04,
Distributions to the holder of Series A Preferred Units will be made prior to
Distributions to holders of Junior Units or to other Partners in accordance with
Capital Account positive balances pursuant to Section 4.04(d).

     (c)  DISTRIBUTIONS.

          (1)  The General Partner, as holder of the then outstanding Series A
     Preferred Units, shall be entitled to receive, when and as declared by the
     General Partner out of any funds legally available therefor, cumulative
     Distributions at the rate of $22.75 per Series A Preferred Unit per year,
     payable in equal amounts of $5.6875 per Series A Preferred Unit quarterly
     in cash on the last day of each February, May, August and November or, if
     not a Business Day (as hereinafter defined), the succeeding Business Day,
     beginning on December 2, 1996 (each such day being hereinafter called a
     "Quarterly Distribution Date" and each period ending on a Quarterly
     Distribution Date being hereinafter called a "Distribution Period").
     Distributions shall be payable to the General Partner as holder of the
     Series A Preferred Units.  The amount of any Distribution payable for any
     Distribution Period shorter than a full Distribution Period shall be
     prorated and computed on the basis of a 360-day year of twelve 30-day
     months.  Distributions on each share of Series A Preferred Units shall
     accrue and be cumulative from and including the date of original issue
     thereof, whether or not (i) Distributions on such Units are earned or
     declared or (ii) on any Quarterly Distribution Date there shall be funds
     legally available for the payment of Distributions.  Distributions paid on
     the Series A Preferred Units in an amount less than the total amount of
     such Distributions at the time accrued and payable on such Series A
     Preferred Units shall

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     be allocated pro rata on a per Unit basis among all such Series A Preferred
     Units at the time outstanding.

          "Business Day" shall mean any day, other than a Saturday or Sunday,
     that is neither a legal holiday nor a day on which banking institutions in
     New York City are authorized or required by law, regulation or executive
     order to close.

          (2)  The amount of any Distributions accrued on any Series A Preferred
     Units at any Quarterly Distribution Date shall be the amount of any unpaid
     Distributions accumulated thereon, to and including such Quarterly
     Distribution Date, whether or not earned or declared, and the amount of
     Distributions accrued on any Series A Preferred Units at any date other
     than a Quarterly Distribution Date shall be equal to the sum of the amount
     of any unpaid Distributions accumulated thereon, to and including the last
     preceding Quarterly Distribution Date, whether or not earned or declared,
     plus an amount calculated on the basis of the annual Distribution rate of
     $22.75 per Series A Preferred Unit for the period after such last preceding
     Quarterly Distribution Date to and including the date as of which the
     calculation is made based on a 360-day year of twelve 30-day months.

          (3)  Except as provided in this Section 4.13, the Series A Preferred
     Units shall not be entitled to participate in the earnings or assets of the
     Partnership.

          (4)  Any Distribution payment made on the Series A Preferred Units
     shall be first credited against the earliest accrued but unpaid
     Distribution due with respect to such Series A Preferred Units which
     remains payable.

          (5)  All Distributions made on the Series A Preferred Units shall
     result in a corresponding reduction to the Capital Accounts of the holders
     of such Series A Preferred Units.

     (d)  LIQUIDATION RIGHTS.

          (1)  Upon the voluntary or involuntary dissolution and liquidation or
     winding up of the Partnership, the holders of the Series A Preferred Units
     then outstanding shall be entitled to receive and to be paid out of the
     assets of the Partnership available for Distribution to its Partners,
     before any payment or Distribution shall be made on any Junior Units, the
     amount of $250.00 per Series A Preferred Unit, plus accrued and unpaid
     Distributions thereon.  Such Distributions shall result in a corresponding
     reduction to the Capital Accounts of the holders of such Series A Preferred
     Units.

          (2)  After the payment to the holders of the Series A Preferred Units
     of the full preferential amounts provided for in this Section 4.13, the
     holders of the Series A Preferred Units, as such, shall have no right or
     claim to any of the remaining assets of the Partnership.

                                       A-2

          (3)  If, upon any voluntary or involuntary dissolution and liquidation
     or winding up of the Partnership, the amounts payable with respect to the
     preference value of the Series A Preferred Units and any other Units of the
     Partnership ranking as to any such Distribution on a parity with the Series
     A Preferred Units are not paid in full, the holders of the Series A
     Preferred Units and of such other Units will share ratably in any such
     Distribution of assets of the Partnership in proportion to the full
     respective preference amounts to which they are entitled.

          (4)  Neither the sale of all or substantially all of the property or
     business of the Partnership, nor the merger or consolidation of the
     Partnership into or with any other entity or the merger or consolidation of
     any other entity into or with the Partnership, shall be deemed to be a
     voluntary or involuntary dissolution and liquidation or winding up for the
     purposes of this Section 4.13.

     (e)  REDEMPTION.

          (1)  REDEMPTION.  The General Partner shall cause the Partnership to
     redeem one Series A Preferred Unit for each Series A Preferred Share
     redeemed by the General Partner, at a price per Series A Preferred Unit
     (the "Series A Redemption Price"), payable in cash, of $250.00, together
     with all accrued and unpaid Distributions to and including the date fixed
     for redemption of such Series A Preferred Shares (the "Series A Redemption
     Date").

          (2)  PROCEDURES OF REDEMPTION.

               (i)  Provided that on or before the Series A Redemption Date all
          funds necessary for the redemption by the General Partner of the
          associated Series A Preferred Shares shall have been irrevocably set
          aside by the General Partner or the Partnership, separate and apart
          from its other funds in trust for the pro rata benefit of the General
          Partner as holder of the Series A Preferred Units to be redeemed, so
          as to be, and to continue to be available therefor, then, from and
          after the Series A Redemption Date, Distributions on the Series A
          Preferred Units to be redeemed shall cease to accumulate, and said
          Series A Preferred Units shall no longer be deemed to be outstanding
          and shall not have the status of Series A Preferred Units and all
          rights of the General Partner as the holder thereof (except the right
          to receive the Series A Redemption Price) shall cease.  Upon surrender
          of the certificates for any Series A Preferred Units so redeemed
          (properly endorsed or assigned for transfer, if the Partnership shall
          so require), such Series A Preferred Units shall be redeemed by the
          Partnership at the Series A Redemption Price.  In case fewer than all
          the Series A Preferred Units represented by any such certificate are
          redeemed, a new certificate or certificates shall be issued
          representing the unredeemed Series A Preferred Units without cost to
          the General Partner as holder thereof.

                                       A-3

               (ii) Any funds deposited with a bank or trust company for the
          purpose of redeeming Series A Preferred Units shall be irrevocable
          except that:

                    (A)  the Partnership or the General Partner, as the case may
               be, as depositor of the funds shall be entitled to receive from
               such bank or trust company the interest or other earnings, if
               any, earned on any money so deposited in trust, and the General
               Partner as holder of any Series A Preferred Units redeemed shall
               have no claim to such interest or other earnings; and

                    (B)  any balance of monies so deposited and unclaimed by the
               General Partner as holder of the Series A Preferred Units
               entitled thereto at the expiration of two years from the
               applicable Series A Redemption Date shall be repaid, together
               with any interest or other earnings earned thereon, to the
               Partnership, and after any such repayment, the General Partner as
               holder of any Series A Preferred Units entitled to the funds so
               repaid to the Partnership shall look only to the Partnership for
               payment without interest or other earnings.

               (iii)     Unless full accumulated Distributions on all Series A
          Preferred Units shall have been or contemporaneously are declared and
          paid or declared and a sum sufficient for the payment thereof set
          apart for payment for all past Distribution Periods and the then
          current Distribution Period, no Series A Preferred Units shall be
          redeemed or purchased or otherwise acquired directly or indirectly
          (except by conversion into or exchange for Junior Units); provided,
          however, that the foregoing shall not prevent the redemption of Series
          A Preferred Units pursuant to this Section 4.13 or the purchase or
          acquisition of Series A Preferred Units pursuant to a purchase or
          exchange offer made to the General Partner as the sole holder of all
          outstanding Series A Preferred A Units.

               (iv) If the Series A Redemption Date is after a record date for
          payment of dividends on the Series A Preferred Shares and before the
          related Quarterly Distribution Date, the Distribution payable on such
          Quarterly Distribution Date shall be paid to the General Partner
          notwithstanding the redemption of the Series A Preferred Units between
          such record date and the related Quarterly Distribution Date or the
          Partnership's default in the payment of the Distribution due.

     (f)  VOTING RIGHTS.  Except as required by law, and as set forth below, the
holders of the Series A Preferred Units shall not be entitled to vote at any
meeting for any purpose or otherwise to participate in any action taken by the
Partnership or the holders of Units, or to receive notice of any meeting of
holders of Units.  Accordingly, any calculation in connection with Special
Partner Approval or any matter requiring the approval of a specified number or
percentage of Units shall be made without regard to the Series A Preferred
Units.

                                       A-4

          (1)  So long as any Series A Preferred Units remain outstanding, the
     Partnership will not, without the affirmative vote or consent of the
     General Partner as holder of the Series A Preferred Units, (i) authorize or
     create, or increase the authorized or issued amount of, any class or series
     of Units ranking prior to the Series A Preferred Units with respect to the
     payment of Distributions or the Distribution of assets upon liquidation or
     winding up or reclassify any authorized Units of  the Partnership into such
     Units, or create, authorize or issue any obligation or security convertible
     into or evidencing the right to purchase any such Units; or (ii) amend,
     alter or repeal the provisions of the Partnership's Amended and Restated
     Agreement of Limited Partnership, as amended, whether by merger,
     consolidation or otherwise (an "Event"), so as to materially and adversely
     affect any right, preference, privilege or voting power of the Series A
     Preferred Units or the General Partner as holder thereof; provided,
     however, with respect to the occurrence of any of the Events set forth in
     (ii) above, so long as the Series A Preferred Units remain outstanding with
     the terms thereof materially unchanged, taking into account that upon the
     occurrence of an Event, the Partnership may not be the surviving entity,
     the occurrence of any such Event shall not be deemed to materially and
     adversely affect such rights, preferences, privileges or voting power of
     the General Partner as the holder of Series A Preferred Units and provided
     further that (x) any increase in the amount of the authorized Preferred
     Units or the creation or issuance of any other Series A Preferred Units, or
     (u) any increase in the amount of authorized Series A Preferred Units or
     any other preferred Units, in each case ranking on a parity with or junior
     to the Series A Preferred Units with respect to payment of Distributions or
     the distribution of assets upon liquidation or winding up, shall not be
     deemed to materially and adversely affect such rights, preferences,
     privileges or voting powers.

          (2)  The foregoing voting provisions will not apply if, at or prior to
     the time when the act with respect to which such vote would otherwise be
     required shall be effected, all outstanding Series A Preferred Units shall
     have been redeemed or called for redemption and sufficient funds shall have
     been deposited in trust to effect such redemption.

     (g)  CONVERSION.  The Series A Preferred Units are not convertible into or
exchangeable for any other property or securities of the Partnership.

     (h)  ALLOCATION OF PROFITS AND LOSSES.

          (1)  Notwithstanding the allocation provisions in Section 4.05, for
     each fiscal year of the Partnership, Profits shall first be allocated to
     the holders of Series A Preferred Units in an amount equal to the amount of
     Distributions to which the holders of such units are entitled pursuant to
     Section 4.13(c).  To the extent insufficient Profits exist for such
     purposes in a fiscal year, Profits in the next succeeding fiscal year shall
     first be allocated to holders of Series A Preferred Units to eliminate such
     deficiency until such holders have been allocated cumulative Profits equal
     to one hundred percent (100%) of the Distributions both current and
     cumulative to which such holders are entitled.

                                       A-5

          (2)  Notwithstanding the allocation provisions contained in
     Section 4.05, in the event of a Terminating Capital Transaction in which
     the Partnership is liquidated, Losses shall be allocated to the holders of
     Series A Preferred Units if, and only if, after the reduction of all other
     Partners' Capital Accounts to zero, remaining Losses exist, but only to the
     extent of the positive balances in the Capital Accounts of such holders.

          (3)  Subject to the provisions of Section 4.08, the holders of
     Series A Preferred Units shall be allocated their pro rata share of each
     item of Profit and Loss of the Partnership based upon the percentage of all
     Profits and Losses of the Partnership allocated to such holders.

          (4)  All determinations of Percentage Shares shall be made without
     regard to Series A Preferred Units.

                                       A-6 

Basic Info X:

Name: AMENDED AND RESTATED AGREEMENT
Type: Amended and Restated Agreement
Date: Aug. 16, 1996
Company: DUKE REALTY CORP
State: Indiana

Other info:

Date:

  • August 16 , 1996
  • last day of each February
  • November
  • December 2 , 1996
  • Saturday
  • Sunday

Organization:

  • General Partner of Duke Realty Limited Partnership
  • Distributions of Distributable Cash
  • Restated Agreement of Limited Partnership
  • Terminating Capital Transaction

Location:

  • New York City

Money:

  • $ 5.6875
  • $ 22.75
  • $ 250.00

Person:

  • Dennis D. Oklak

Percent:

  • 9.10 %
  • one hundred percent 100 %