Exhibit 10.4 FIFTH AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DUKE REALTY LIMITED PARTNERSHIP --------------------------------------------------------Duke Realty Limited Partnership • March 30th, 1999 • Real estate • Missouri
DUKE-WEEKS REALTY LIMITED PARTNERSHIP ISSUER TO BANK ONE TRUST COMPANY, N.A. TRUSTEEIndenture • November 15th, 1999 • Duke Weeks Realty Limited Partnership • Real estate • New York
SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED AS OF SEPTEMBER 24, 1998Revolving Credit Agreement • March 17th, 2000 • Duke Weeks Realty Limited Partnership • Real estate • Illinois
EXHIBIT 1 DUKE-WEEKS REALTY CORPORATION (AN INDIANA CORPORATION) DUKE-WEEKS REALTY LIMITED PARTNERSHIP (AN INDIANA LIMITED PARTNERSHIP) 6.95% SENIOR NOTES DUE 2011Terms Agreement • March 2nd, 2001 • Duke Weeks Realty Limited Partnership • Real estate
DUKE-WEEKS REALTY LIMITED PARTNERSHIP MEDIUM-TERM NOTES DUE NINE MONTHS OR MORE FROM DATE OF ISSUE DISTRIBUTION AGREEMENTDistribution Agreement • August 13th, 2001 • Duke Realty Limited Partnership/ • Real estate • New York
DUKE REALTY LIMITED PARTNERSHIP MEDIUM-TERM NOTES DUE NINE MONTHS OR MORE FROM DATE OF ISSUE DISTRIBUTION AGREEMENTDuke Realty Limited Partnership • May 20th, 1997 • New York
DUKE-WEEKS REALTY LIMITED PARTNERSHIP ISSUER TO BANK ONE TRUST COMPANY, N.A. TRUSTEEDuke Weeks Realty Limited Partnership • March 2nd, 2001 • Real estate • New York
Exhibit 10.5 SIXTH AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DUKE REALTY LIMITED PARTNERSHIPDuke Realty Limited Partnership • March 30th, 1999 • Real estate
DUKE-WEEKS REALTY CORPORATION (AN INDIANA CORPORATION) DUKE-WEEKS REALTY LIMITED PARTNERSHIP (AN INDIANA LIMITED PARTNERSHIP) Common Stock, Preferred Stock, Depositary Shares and Debt Securities UNDERWRITING AGREEMENTTerms Agreement • November 15th, 1999 • Duke Weeks Realty Limited Partnership • Real estate • Indiana
DUKE-WEEKS REALTY LIMITED PARTNERSHIP ISSUER TO BANK ONE TRUST COMPANY, N.A. TRUSTEEDuke Realty Limited Partnership/ • August 13th, 2001 • Real estate • New York
AGREEMENT OF PURCHASE AND SALE (POOL IV) among THE SELLERS NAMED HEREIN and HTA ACQUISITION SUB, LLC Dated as of April 29, 2017Agreement of Purchase and Sale • August 2nd, 2017 • Duke Realty Limited Partnership/ • Real estate • Indiana
AGREEMENT OF PURCHASE AND SALE (POOL IV) (this “Agreement”), made as of the 29th day of April 2017, by and between (i) each of the entities listed in the column entitled “Sellers” on Schedule A attached hereto and made a part hereof (individually, a “Seller”; collectively, the “Sellers”), and (ii) HTA Acquisition Sub, LLC, a Delaware limited liability company (the “Buyer”). In addition, Healthcare Trust of America Holdings, LP, a Delaware limited partnership, is executing the Guarantee of the obligations of the Buyer under this Agreement set forth on the signature pages to this Agreement.
DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana Limited Partnership) $500,000,000 2.250% Senior Notes due 2032 TERMS AGREEMENTTerms Agreement • November 3rd, 2021 • DUKE REALTY LTD PARTNERSHIP/ • Real estate • Indiana
AGREEMENT AND PLAN OF MERGER by and among PROLOGIS, INC., PROLOGIS, L.P., COMPTON MERGER SUB LLC, COMPTON MERGER SUB OP LLC, DUKE REALTY CORPORATION, and DUKE REALTY LIMITED PARTNERSHIP Dated as of June 11, 2022Agreement and Plan of Merger • June 13th, 2022 • DUKE REALTY LTD PARTNERSHIP/ • Real estate • Indiana
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 11, 2022, is made by and among PROLOGIS, INC., a Maryland corporation (“Parent”), PROLOGIS, L.P., a Delaware limited partnership (“Parent OP”), COMPTON MERGER SUB LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Prologis Merger Sub”), COMPTON MERGER SUB OP LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent OP (“Prologis OP Merger Sub” and, together with Parent, Parent OP and Prologis Merger Sub, the “Parent Parties”), DUKE REALTY CORPORATION, an Indiana corporation (the “Company”), and DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership (the “Partnership” and, together with the Company, the “Company Parties”). Parent, Parent OP, Prologis Merger Sub, Prologis OP Merger Sub, the Company and the Partnership are each sometimes referred to herein as a “Party” and, collectively, as the “Parties”.
DUKE REALTY LIMITED PARTNERSHIP ISSUERIndenture • May 20th, 1997 • Duke Realty Limited Partnership • New York
DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) Common Stock, Preferred Stock, Depositary Shares, Warrants, Stock Purchase Contracts, Duke Units and Debt Securities UNDERWRITING AGREEMENTUnderwriting Agreement • July 31st, 2009 • Duke Realty Limited Partnership/ • Real estate • Indiana
Duke Realty Corporation (the “Company”) may from time to time offer in one or more series (i) shares of Common Stock, $.01 par value (the “Common Stock”), (ii) shares of preferred stock, $.01 par value (the “Preferred Stock”), (iii) shares of Preferred Stock represented by depositary shares (the “Depositary Shares”), (iv) warrants to purchase Common Stock, Preferred Stock and/or Depositary Shares (“Warrants”), (v) stock purchase contracts to purchase Common Stock, Preferred Stock and/or Depositary Shares (“Stock Purchase Contracts”), and (vi) units comprised of one or more of the Securities (as defined below) (“Duke Units”). Duke Realty Limited Partnership (the “Operating Partnership”) may from time to time offer in one or more series unsecured non-convertible investment grade debt securities (the “Debt Securities”). The Common Stock, Preferred Stock, Depositary Shares, Warrants, Stock Purchase Contracts, Duke Units and Debt Securities (collectively, the “Securities”) may be offered, s
DUKE REALTY CORPORATION (an Indiana corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana limited partnership) Shares of Common Stock (par value $0.01 per share) EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • August 2nd, 2019 • Duke Realty Limited Partnership/ • Real estate
DUKE REALTY CORPORATION and DUKE REALTY LIMITED PARTNERSHIP REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 29th, 2006 • Duke Realty Limited Partnership/ • Real estate • New York
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.
AGREEMENT OF PURCHASE AND SALE (POOL III) among THE SELLERS NAMED HEREIN and SOF-X U.S. ACQUISITIONS, L.L.C. Dated as of January 16, 2015Agreement of Purchase and Sale • May 1st, 2015 • Duke Realty Limited Partnership/ • Real estate • Illinois
AGREEMENT OF PURCHASE AND SALE (POOL III) (this “Agreement”), made as of the 16th day of January, 2015 by and between each of the entities listed in the column entitled “Sellers” on Schedule A attached hereto and made a part hereof (individually, a “Seller”; collectively, the “Sellers”) and SOF-X U.S. Acquisitions, L.L.C., a Delaware limited liability company (the “Buyer”).
FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED AS OF JANUARY 22, 2004 AMONG DUKE REALTY LIMITED PARTNERSHIP AS BORROWER, DUKE REALTY CORPORATION AS GENERAL PARTNER AND GUARANTOR, BANK ONE, NA AS ADMINISTRATIVE AGENT AND LENDER, BANC ONE...Revolving Credit Agreement • January 23rd, 2004 • Duke Realty Limited Partnership/ • Real estate • Illinois
This Agreement, dated as of January 22, 2004, is among Duke Realty Limited Partnership, an Indiana limited partnership (the “Borrower”), Duke Realty Corporation, an Indiana corporation (the “General Partner” and the “Guarantor”), Banc One Capital Markets, Inc. (“BOCM”) (the “Arranger”), Bank One, NA (“Bank One”) as a Lender and not individually, but as “Administrative Agent”, PNC Bank, National Association (“PNC”) as a Lender and not individually, but as Syndication Agent, Wachovia Bank, National Association (“Wachovia”) as a Lender and not individually, but as Syndication Agent, Wells Fargo Bank, NA (“Wells Fargo”) as a Lender and not individually, but as Syndication Agent, Bank of America, N.A. (“Bank of America”) as a Lender and not individually, but as Managing Agent, AmSouth Bank (“AmSouth”) as a Lender and not individually, but as Co-Agent, The Bank of Nova Scotia, New York Agency (“Nova Scotia”) as a Lender and not individually, but as Co-Agent, SunTrust Bank (“SunTrust”) as a L
March 5, 1998 Goldman, Sachs & Co. 85 Broad Street New York, New York 10004. Ladies and Gentlemen: Duke Realty Investments, Inc. (the "Company") may from time to time offer in one or more series (i) shares of Common Stock, $.01 par value (the "Common...Terms Agreement • March 10th, 1998 • Duke Realty Limited Partnership • Real estate • Indiana
TERM LOAN AGREEMENT DATED AS OF FEBRUARY 28, 2006 AMONG DUKE REALTY LIMITED PARTNERSHIP, AS BORROWER, DUKE REALTY CORPORATION, AS GENERAL PARTNER AND GUARANTOR, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND LENDER, BANC OF AMERICA SECURITIES LLC,...Term Loan Agreement • March 3rd, 2006 • Duke Realty Limited Partnership/ • Real estate • Illinois
This Term Loan Agreement, dated as of February 28, 2006, is among Duke Realty Limited Partnership, an Indiana limited partnership (the “Borrower”), Duke Realty Corporation, an Indiana corporation (the “General Partner” and the “Guarantor”), Banc of America Securities LLC (the “Arranger”), Bank of America, N.A. as a Lender and not individually, but as “Administrative Agent”, and the several banks, financial institutions and other entities from time to time parties to this Agreement (the “Lenders”).
100,000,000 Puttable Reset Securities PURS-SM- due March 1, 2016 TERMS AGREEMENT Dated: March 5, 1998Duke Realty • March 10th, 1998 • Duke Realty Limited Partnership • Real estate
DUKE REALTY LIMITED PARTNERSHIP, as Issuer, DUKE REALTY CORPORATION, and THE BANK OF NEW YORK TRUST COMPANY, N.A., as TrusteeDuke Realty Limited Partnership/ • November 29th, 2006 • Real estate • New York
INDENTURE dated as of November 22, 2006 by and between Duke Realty Limited Partnership, an Indiana limited partnership (hereinafter called the “Issuer”), Duke Realty Corporation, an Indiana corporation (hereinafter called the “Company”), each having its principal office at 600 East 96th Street, Suite 100, Indianapolis, Indiana 46240, and The Bank of New York Trust Company, N.A., as trustee hereunder (hereinafter called the “Trustee”).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DUKE-WEEKS REALTY LIMITED PARTNERSHIPDuke Weeks Realty Limited Partnership • March 30th, 2001 • Real estate
The undersigned, as the General Partner of Duke-Weeks Realty Limited Partnership (the "Partnership", hereby amends the Partnership's Second Amended and Restated Agreement of Limited Partnership, as heretofore amended (the "Partnership Agreement"), pursuant to Sections 4.02(a) and 9.05(a)(v) of the Partnership Agreement, to add a new Exhibit O to read as provided in the attached Exhibit O. In all other respects, the Partnership Agreement shall continue in full force and effect as amended hereby. Any capitalized terms used in this agreement and not defined herein have the meanings given to them in the Partnership Agreement.
THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DUKE REALTY LIMITED PARTNERSHIPDuke Realty Limited Partnership/ • August 6th, 2009 • Real estate • Indiana
Duke Realty Corporation, an Indiana corporation and the Persons whose names are set forth on Exhibit 1 hereto, hereby adopt and agree as provided in the following Third Amended and Restated Agreement of Limited Partnership (the “Agreement”).
FORM OF DUKE REALTY CORPORATION 2010 PERFORMANCE SHARE PLAN LTIP UNIT AWARD AGREEMENTLtip Unit Award Agreement • April 28th, 2017 • Duke Realty Limited Partnership/ • Real estate
AGREEMENT FOR PURCHASE AND SALEAgreement for Purchase and Sale • November 15th, 2005 • Duke Realty Limited Partnership/ • Real estate
IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be executed by its duly authorized signatory as of the day and year first above written.
Second Amendment to Executive Severance LetterSeverance Letter • February 22nd, 2013 • Duke Realty Limited Partnership/ • Real estate
This Amendment, made this 18th day of December, 2012, amends that certain Executive Severance Letter, dated as of May 7, 2009, as heretofore amended, (the “Agreement”) between Duke Realty Corporation (the “Company”) and Christie B. Kelly (“Executive”).
EIGHTH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OFAgreement • February 6th, 2006 • Duke Realty Limited Partnership/ • Real estate
The undersigned, as the General Partner of Duke Realty Limited Partnership (the “Partnership”), hereby amends the Partnership’s Second Amended and Restated Agreement of Limited Partnership, as heretofore amended (the “Partnership Agreement”), pursuant to Sections 4.02(a) and 9.05(a)(v) of the Partnership Agreement, to add a new Exhibit S to read as provided in the attached Exhibit S. 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.
Commercial Multi-Property Agreement of Purchase and Sale, Together with Related AmendmentsAgreement of Purchase and Sale • May 15th, 2006 • Duke Realty Limited Partnership/ • Real estate • Virginia
THIS AGREEMENT OF PURCHASE AND SALE (this “Agreement”) is made as of this January ___, 2006 (the “Effective Date”) by and among the entities listed on Schedule 1-A hereto (each, a “Seller” and, collectively, the “Sellers”), having an address at c/o The Mark Winkler Company, 4900 Seminary Road, Suite 900, Alexandria, Virginia 22311, and DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership (“Buyer”), having an address at 600 East 96th Street, Suite 100, Indianapolis, Indiana 46240.
FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DUKE REALTY LIMITED PARTNERSHIPAgreement • August 6th, 2014 • Duke Realty Limited Partnership/ • Real estate
The undersigned, as the General Partner of Duke Realty Limited Partnership (the “Partnership”), hereby amends the Partnership’s Fifth Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”), pursuant to Sections 4.02(a) and 9.05(a)(v) of the Partnership Agreement, to (a) de-designate all series of preferred units that were designated as Series J Preferred Units, and (b) delete those exhibits designating and setting forth the rights of the Partnership’s previously issued Series J Preferred Units, which series has since been redeemed in full and no units of which series are any longer outstanding. 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.
THIRD AMENDMENT TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DUKE REALTY LIMITED PARTNERSHIPAgreement • January 5th, 2015 • Duke Realty Limited Partnership/ • Real estate
The undersigned, as the General Partner of Duke Realty Limited Partnership (the “Partnership”), hereby amends the Partnership’s Fifth Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”), pursuant to Sections 4.02(a) and 9.05(a)(v) of the Partnership Agreement, to (a) de-designate all series of preferred units that were designated as Series K Preferred Units, and (b) delete those exhibits designating and setting forth the rights of the Partnership’s previously issued Series K Preferred Units, which series has since been redeemed in full and no units of which series are any longer outstanding. 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.
FORM OF DUKE REALTY CORPORATION LTIP UNIT AWARD AGREEMENTLtip Unit Award Agreement • January 29th, 2015 • Duke Realty Limited Partnership/ • Real estate
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DUKE-WEEKS REALTY LIMITED PARTNERSHIPDuke Realty Limited Partnership/ • March 13th, 2007 • Real estate • Indiana
Duke Realty Investments, Inc., an Indiana corporation to be known as Duke-Weeks Realty Corporation and the Persons whose names are set forth on Exhibit A hereto, hereby adopt and agree as provided in the following Second Amended and Restated Agreement of Limited Partnership (the “Agreement”).
DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana Limited Partnership)Terms Agreement • March 14th, 2006 • Duke Realty Limited Partnership/ • Real estate
We (the “Underwriter”) understand that Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), proposes to issue and sell $25,000,000 aggregate principal amount of its 5.5% Senior Notes Due 2016 (the “Underwritten Securities,” as such term is used in the Underwriting Agreement referred to below). Subject to the terms and conditions set forth or incorporated by reference herein, the Underwriter offers to purchase the Underwritten Securities at the purchase price set forth below.
