Exhibit 4.1
  
 


 


 


DUKE
REALTY  LIMITED  PARTNERSHIP

ISSUER


TO


J.P. MORGAN
TRUST COMPANY, NATIONAL ASSOCIATION

TRUSTEE


TWENTIETH
SUPPLEMENTAL INDENTURE


DATED AS OF
JULY 24, 2006


SUPPLEMENT TO INDENTURE,

DATED AS OF SEPTEMBER 19, 1995, BETWEEN

DUKE REALTY LIMITED PARTNERSHIP AND

J.P. MORGAN TRUST COMPANY, NATIONAL
ASSOCIATION

(successor in interest to The First National Bank of Chicago)



   
 














 


TWENTIETH SUPPLEMENTAL INDENTURE,
dated as of July 24, 2006 (this “Twentieth Supplemental Indenture”),
between DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership (the “Issuer”),
having its principal offices at 600 East 96th Street, Suite
100, Indianapolis, IN  46240 and J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
(successor in interest to 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 227 W.
Monroe Street, Suite 2600, Chicago, Illinois 
60606.


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, Section 902 of the Original Indenture provides that the Issuer and the
Trustee, to the extent authorized thereby, may enter into a supplemental
indenture for the purpose of changing any of the provisions of the Original
Indenture with the consent of the Holders of not less than a majority in
principal amount of all Outstanding Securities affected by such supplemental
indenture;


WHEREAS, the Issuer intends by
this Twentieth Supplemental Indenture to amend the Original Indenture, as it
relates to the Amended Securities (as defined below),  to
modify certain financial covenants contained in Sections 1004 and 1005 of the
Original Indenture (the “Proposed Amendments”) to make them consistent
with corresponding terms included in each series of notes issued by the Issuer
under the Original Indenture on or after May 22, 2003;


WHEREAS, the Board of Directors
of Duke Realty Corporation, the general partner of the Issuer, acting through
authority delegated to certain of its executive officers, has approved the
Proposed Amendments; and


WHEREAS, the Issuer hereby certifies to the Trustee that
the holders of not less than a majority in aggregate principal amount of
the 6.75% Notes due 2008, the 6.8% Notes due 2009, the 7.75% Notes due 2009,
the 5.25% Notes due 2010, the 6.95% Notes due 2011, the 5.875% Notes due 2012,
the 5.45% Notes due 2012 and the 7.25% Notes due 2028 (collectively, the “Amended
Securities”), voting together as one class, have approved the Proposed Amendments and consented to the execution
and delivery of the Twentieth Supplemental Indenture, and all other actions
required to be taken under the Original Indenture with respect to this Twentieth
Supplemental Indenture have been taken.


NOW, THEREFORE, IT IS AGREED:


ARTICLE ONE

Definitions


SECTION 1.01  Definitions. 
Capitalized terms used in this Twentieth Supplemental Indenture and not
otherwise defined herein shall have the meanings ascribed to them in the 









 



Original Indenture.


ARTICLE
TWO

Amendments


SECTION 2.01.  The following section will replace Sections
1004(a) and (b) of the Original Indenture in its entirety:


Section 1004.  Limitations on Incurrence of Debt.  (a)  The
Issuer will not, and will not permit any Subsidiary to, incur any Debt, other
than intercompany Debt (representing Debt to which the only parties are the
General Partner, the Issuer and/or any of their Subsidiaries (but only so long
as such Debt is held solely by any of the General Partner, the Issuer and any
Subsidiary) that is subordinate in right of payment to the Securities) if,
immediately after giving effect to the incurrence of such additional Debt, the
aggregate principal amount of all outstanding Debt of the Issuer and its
Subsidiaries on a consolidated basis determined in accordance with GAAP is
greater than 60% of the sum of (i) the Total Assets as of the end of the
calendar quarter covered in the Issuer’s Annual Report on Form 10-K or
Quarterly Report on Form 10-Q, as the case may be, most recently filed with the
Commission (or, if such filing is not permitted under the Exchange Act, with
the Trustee) prior to the incurrence of such additional Debt and (ii) any
increase in the Total Assets since the end of such quarter including, without
limitation, any increase in Total Assets resulting from the incurrence of such
additional Debt (such increase together with the Total Assets being referred to
as the “Adjusted Total Assets”);


(b)           In
addition to the limitation set forth in subsection (a) of this Section 1004,
the Issuer will not, and will not permit any Subsidiary to, incur any Debt if,
for the period consisting of the four consecutive fiscal quarters most recently
ended prior to the date on which such additional Debt is to be incurred, the
ratio of Consolidated Income Available for Debt Service to the Annual Service
Charge shall have been less than 1.5 to 1, on a pro forma basis after giving
effect to the incurrence of such Debt and to the application of the proceeds therefrom,
and calculated on the assumption that (i) such Debt and any other Debt incurred
by the Issuer or its Subsidiaries since the first day of such four-quarter
period and the application of the proceeds therefrom, including to refinance
other Debt, had occurred at the beginning of such period, (ii) the repayment or
retirement of any other Debt by the Issuer or its Subsidiaries since the first
day of such four-quarter period had been incurred, repaid or retained at the
beginning of such period (except that, in making such computation, the amount
of Debt under any revolving credit facility shall be computed based upon the
average daily balance of such Debt during such period), (iii) any income earned
as a result of any increase in Adjusted Total Assets since the end of such four
quarter period had been earned, on an annualized basis, for such period, and
(iv) in the case of any acquisition or disposition by the Issuer or any
Subsidiary of any asset or group of assets since the first day of such
four-quarter period, including, without limitation, by merger, stock purchase
or sale, or asset purchase or sale, such acquisition or disposition or any
related repayment of Debt had occurred as of the first day of such period with
the appropriate adjustments with respect to such acquisition or disposition
being included in such pro forma calculation.









 



SECTION
2.02.  The following
section will replace Section 1005 of the Original Indenture in its entirety:


Section 1005.  Maintenance of Total Unencumbered Assets.  The Issuer will maintain Total Unencumbered
Assets of not less than 150% of the aggregate outstanding principal amount of
the Unsecured Debt of the Issuer.


ARTICLE
THREE

Trustee


SECTION 3.01.  Trustee.  The Trustee
shall not be responsible in any manner whatsoever for or in respect of the
validity or sufficiency of this Twentieth 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.  All of the provisions contained
in the Indenture in respect of the rights, privileges, immunities, powers, and
duties of the Trustee shall be applicable in respect of the Twentieth
Supplemental Indenture as fully and with like force and effect as though fully
set forth in full herein.


ARTICLE FOUR

Miscellaneous Provisions


SECTION 4.01.  Ratification of Original Indenture.  This Twentieth 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
Twentieth Supplemental Indenture shall be read, taken and construed as one and
the same instrument.  Notwithstanding
anything herein to the contrary, to the extent that any provision of this
Twentieth Supplemental Indenture is inconsistent with any provision of the
Original Indenture, the terms of this Twentieth Supplemental Indenture shall
govern and apply to the Amended Securities.


SECTION 4.02.  Effect of Headings.  The
Article and Section headings herein are for convenience only and shall not
affect the construction hereof.


SECTION 4.03.  Successors and Assigns.  All
covenants and agreements in this Twentieth Supplemental Indenture by the Issuer
shall bind its successors and assigns, whether or not so expressed.


SECTION 4.04.  Separability Clause.  In case
any one or more of the provisions contained in this Twentieth 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 4.05.  Governing Law.  This
Twentieth Supplemental Indenture shall be governed by and construed in
accordance with the laws of the State of New York.  This Twentieth Supplemental Indenture is
subject to the provisions of the Trust Indenture Act of 1939, as amended, that
are required to be part of this Twentieth Supplemental Indenture and shall, to
the extent applicable, be governed by such provisions.









 



SECTION 4.06.  Counterparts.  This
Twentieth Supplemental Indenture may be executed in any number of counterparts,
by facsimile or otherwise, 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.


[Signatures on following page(s).]









 



[Signature page to Twentieth Supplemental Indenture]


IN WITNESS
WHEREOF, the parties
hereto have caused this Twentieth Supplemental Indenture to be duly executed, and the Issuer has caused its corporate seal to be hereunto affixed and attested, all as
of the date first above written.


	
  

  	
   

  	
  DUKE REALTY LIMITED PARTNERSHIP

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  DUKE REALTY CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
  General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Matthew A Cohoat

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Matthew A. Cohoat

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President &

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Chief Financial Officer

  



 


Attest:


	
  /s/ Howard L. Feinsand

  	
   

  	
   

  
	
  Name: 

  	
  Howard L.
  Feinsand

  	
   

  	
   

  
	
  Title:

  	
  Executive Vice
  President,

  	
   

  	
   

  
	
   

  	
  General Counsel
  & Secretary

  	
   

  	
   

  



 


	
  

  	
   

  	
  J.P. MORGAN TRUST COMPANY,
  NATIONAL ASSOCIATION,

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Janice Ott Rotunno

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Janice Ott Rotunno

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


Attest:


	
  /s/ Christopher Holly

  	
   

  	
   

  
	
  Name: 

  	
  Christopher Holly

  	
   

  	
   

  
	
  Title:

  	
  Assistant Secretary