Exhibit 10.1
DUKE REALTY CORPORATION
and
DUKE REALTY LIMITED PARTNERSHIP
REGISTRATION RIGHTS AGREEMENT
November 22, 2006
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as
of November 22, 2006, by and among Duke Realty Limited Partnership, an Indiana
limited partnership (the "Issuer"), Duke Realty Corporation, an Indiana
corporation (the "Company"), and Morgan Stanley & Co. Incorporated, Citigroup
Global Markets Inc. and UBS Securities LLC, as representatives (the
"Representatives") of the initial purchasers (collectively, the "Initial
Purchasers") pursuant to that certain Purchase Agreement, dated November 16,
2006 (the "Purchase Agreement"), among the Issuer, the Company and the Initial
Purchasers.
In order to induce the Initial Purchasers to enter into the Purchase Agreement,
the Company has agreed to provide the registration rights set forth in this
Agreement.
The execution and delivery of this Agreement is a condition to the
closing under the Purchase Agreement.
The terms "herein," "hereof," "hereto,"
"hereinafter" and similar terms, as used in this Agreement, shall in each case
refer to this Agreement as a whole and not to any particular section, paragraph,
sentence or other subdivision of this Agreement.
The Company and the Issuer agree with the Initial Purchasers (i) for their
benefit as Initial Purchasers and (ii) for the benefit of the beneficial owners
(including the Initial Purchasers) from time to time of the Notes and the
Covered Securities (as defined herein) (each of the foregoing a "Holder" and,
together, the "Holders"), as follows:
1.
DEFINITIONS.
CAPITALIZED TERMS USED HEREIN WITHOUT DEFINITION
SHALL HAVE THE RESPECTIVE MEANINGS SET FORTH IN THE PURCHASE AGREEMENT.
AS USED
IN THIS AGREEMENT, THE FOLLOWING TERMS SHALL HAVE THE FOLLOWING MEANINGS:
(A)
"ADDITIONAL INTEREST" HAS THE MEANING SET FORTH IN SECTION 2(E)
HEREOF.
(B)
"ADDITIONAL INTEREST ACCRUAL PERIOD" HAS THE MEANING SET FORTH IN
SECTION 2(E) HEREOF.
(C)
"ADDITIONAL INTEREST AMOUNT" HAS THE MEANING SET FORTH IN SECTION
2(E) HEREOF.
(D)
"ADDITIONAL INTEREST PAYMENT DATE" MEANS EACH JUNE 1 AND DECEMBER
1 OF EACH YEAR.
(E)
"AFFILIATE" MEANS, WITH RESPECT TO ANY SPECIFIED PERSON, AN
"AFFILIATE," AS DEFINED IN RULE 144, OF SUCH PERSON.
(F)
"AMENDMENT EFFECTIVENESS DEADLINE DATE" HAS THE MEANING SET FORTH
IN SECTION 2(D) HEREOF.
(G)
"APPLICABLE EXCHANGE RATE" HAS THE MEANING ASCRIBED TO IT IN THE
INDENTURE.
1
(H)
"APPLICABLE OBSERVATION PERIOD" HAS THE MEANING SET FORTH IN THE
INDENTURE.
(I)
"AUTOMATIC SHELF REGISTRATION STATEMENT" HAS THE MEANING ASCRIBED
TO IT IN RULE 405.
(J)
"BUSINESS DAY" MEANS EACH DAY ON WHICH THE NEW YORK STOCK
EXCHANGE IS OPEN FOR TRADING.
(K)
"CLAIM" HAS THE MEANING SET FORTH IN SECTION 9(O) HEREOF.
(L)
"COMMON STOCK" MEANS THE SHARES OF COMMON STOCK, $0.01 PAR VALUE
PER SHARE, OF THE COMPANY AND ANY OTHER SHARES OF CAPITAL STOCK AS MAY
CONSTITUTE "COMMON STOCK" FOR PURPOSES OF THE INDENTURE, DELIVERABLE UPON
EXCHANGE OF THE NOTES.
(M)
"COVERED SECURITY" HAS THE MEANING SET FORTH IN SECTION 1(SS)
HEREOF.
(N)
"DESIGNATED EVENT REPURCHASE DATE" HAS THE MEANING ASCRIBED TO IT
IN THE INDENTURE.
(O)
"EFFECTIVENESS