8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):  February 22, 2006

DUKE REALTY LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in its Charter)

Indiana	0-20625	35-1898425
(State or other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

600 East 96th Street

Suite 100

Indianapolis, IN 46240

(Address of Principal Executive Offices, Zip Code)

Registrant’s telephone number, including area code: (317) 808-6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.              Entry into a Material Definitive Agreement.

On February 22, 2006, Duke Realty Limited Partnership, an Indiana limited partnership (the “Partnership”), and Duke Realty Corporation, an Indiana corporation that is the general partner of the Partnership, entered into a Terms Agreement (including the related Underwriting Agreement, dated as of January 5, 2006, attached as Annex A thereto and made a part thereof, the “Terms Agreement”) with Deutsche Bank Securities Inc. (“Deutsche Bank”), pursuant to which Deutsche Bank agreed to purchase $125,000,000 aggregate principal amount of the Partnership’s 5.5% Senior Notes due 2016 (the “Notes”).  As part of the purchase, the Partnership will receive and retire all $100 million principal amount of the Partnership’s outstanding Puttable Reset Securities PURS(SM) due March 1, 2016.  The Notes were registered with the Securities and E xchange Commission (the “Commission”) pursuant to the Partnership’s registration statement on Form S-3 (Registration Statement No. 333-120492) (as may be amended, the “Registration Statement”), under the Securities Act of 1933, as amended.

Pursuant to General Instruction F to the Commission’s Form 8-K, a copy of the Terms Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K, and the information in the Terms Agreement is incorporated into this Item 1.01 by this reference.

Item 8.01.              Other Events.

In connection with the offering of the Notes, the Partnership included the following updated information in the Prospectus Supplement, dated February 22, 2006, pursuant to which the Notes were offered:

RATIO OF EARNINGS TO FIXED CHARGES

The following table shows ratios of earnings to fixed charges for Duke Realty Corporation and Duke Realty Limited Partnership for the periods shown:

	Duke Realty Corporation	Duke Realty Limited Partnership
Nine Months Ended September 30, 2005	2.08	2.08
Year Ended December 31, 2004	2.30	2.30
Year Ended December 31, 2003	2.47	2.49
Year Ended December 31, 2002	2.64	2.72
Year Ended December 31, 2001	3.12	3.20
Year Ended December 31, 2000	2.70	2.77

For purposes of computing these ratios, earnings have been calculated by adding fixed charges, excluding capitalized interest, to income (loss) from continuing operations before gains or losses on land and depreciated property sales and (if applicable) minority interest in the Duke Realty Limited Partnership. Fixed charges consist (if applicable) of interest costs, whether expensed or capitalized, the interest component of rental expense and amortization of debt issuance costs.

Item 9.01.              Financial Statements and Exhibits.

The Terms Agreement listed below and filed as Exhibit 1.1 to this Current Report on Form 8-K also is being filed pursuant to Item 601 of the Commission’s Regulation S-K in lieu of filing the otherwise required exhibits to the Partnership’s Registration Statement.  This Form 8-K

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is incorporated by reference into the Registration Statement, and, as such, the Company is filing the Terms Agreement to cause it to be incorporated by reference into the Registration Statement as an exhibit thereto.   By filing this Current Report on Form 8-K, and the exhibit hereto, however, the Partnership does not believe that any of the information set forth herein or in the exhibit hereto represent, either individually or in the aggregate, a “fundamental change” (as such term is used in Item 512(a)(1)(ii) of the Commission’s Regulation S-K) in the information set forth in, and incorporated by reference into, the Registration Statement.

ExhibitNumber

Description

1.1

Terms Agreement, dated as of February 22, 2006 (including the related Underwriting Agreement, dated as of January 5, 2006, attached as Annex A thereto and made a part thereof, which Underwriting Agreement is incorporated by reference herein from Exhibit 1.1 to the Current Report on Form 8-K filed by Duke Realty Limited Partnership with the Securities and Exchange Commission on January 31, 2006), by and among Duke Realty Limited Partnership, Duke Realty Corporation and Deutsche Bank Securities Inc.

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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 Corporation, As its sole General Partner
February 24, 2006	By:	/s/ Howard L. Feinsand
		Howard L. Feinsand
		Executive Vice President, General Counsel and Secretary

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EX-1.1

Exhibit 1.1

DUKE REALTY CORPORATION

(an Indiana Corporation)

DUKE REALTY LIMITED PARTNERSHIP

(an Indiana Limited Partnership)

5.5% Senior Notes due 2016

TERMS AGREEMENT

Dated: February 22, 2006

To:Duke Realty Corporation

Duke Realty Limited Partnership

600 East 96^th Street, Suite 100

Indianapolis, IN  46240

Attention:  Mr. Dennis D. Oklak

Ladies and Gentlemen:

We (the “Underwriter”) understand that Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), proposes to issue and sell $125,000,000 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.

Underwriter	Principal Amount Of Underwritten Securities
Deutsche Bank Securities Inc..	$	125,000,000
Total:	$	125,000,000

The Underwritten Securities shall have the following terms:

Title of securities:  5.5% Senior Notes due 2016.

Currency:  U.S. Dollars.

Principal amount to be issued:  $125,000,000.

Current ratings:  Moody’s Investors Service, Inc: Baa1; Standard & Poor’s Rating Service: BBB+.

Interest rate:  5.5 % per annum.

Interest payment dates:  March 1 and September 1, beginning September 1, 2006.

Stated maturity date:  March 1, 2016.

Redemption or repayment provisions:  The Underwritten Securities shall be redeemable by the Operating Partnership, in whole or in part, at any time at a redemption price equal to the principal amount of the Underwritten Securities being redeemed plus the Make-Whole Amount, on the terms set forth in the Indenture, dated as of September 19, 1995 (the “Base Indenture”), between the Operating Partnership and J.P. Morgan Trust Company, National Association, as successor trustee (the “Trustee”) and a Supplemental Indenture, to be dated as of March 1, 2006 between the Operating Partnership and the Trustee (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture” with respect to the Underwritten Securities contemplated by the Underwriting Agreement”).

Delayed Delivery Contracts: Not authorized.

Initial public offering price:  99.386% of the principal amount, plus accrued interest, if any, from the date of issuance.

Purchase price:  Solely for purposes of the offering of the Underwritten Securities, Section 2(b) of the Underwriting Agreement shall be amended and restated in its entirety as follows:

(b)The price to be paid by the Underwriter for the Underwritten Securities is 98.258% of their principal amount of the Underwritten Securities. The obligation of the Underwriter to purchase and pay for $112,400,000 aggregate principal amount of the Underwritten Securities (the “Exchange Portion”) shall be satisfied through the delivery of $100,000,000 aggregate principal amount of the Operating Partnership’s Puttable Reset Securities (PURS) due March 1, 2016 (the “PURS”) plus $19,456 in cash, and the obligation of the Underwriter to purchase and pay for the remaining $12,600,000 aggregate principal amount of the Underwritten Securities (the “Cash Portion”) shall be satisfied through the delivery of $12,380,560 in cash. The Underwriter shall deliver the PURS and the cash consideration to the Operating Partnership in exchange for, and against delivery of, the Underwritten Securities. Such

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deliveries shall be made at the offices of Clifford Chance US LLP, 31 West 52^nd Street, New York, New York 10019, or at such other place as shall be agreed upon by the Underwriter and the Operating Partnership, at 9:30 a.m. (Eastern time) on the fifth business day after the date hereof (unless postponed in accordance with the provisions of this Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter and the Operating Partnership (such time and date being herein called “Closing Time”).

The payment for the Cash Portion of the Underwritten Securities shall be made to the Operating Partnership by wire transfer of immediately available funds to a bank account designated by the Operating Partnership.

Other terms:  The Underwritten Securities shall be in the form of Exhibit A to the Supplemental Indenture.

Underwriting Agreement:  Except as expressly provided herein, all the provisions contained in the document attached as Annex A hereto entitled “Duke Realty Corporation and Duke Realty Limited Partnership — Common Stock, Preferred Stock, Depositary Shares and Debt Securities -  Underwriting Agreement”, dated January 5, 2006, are 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. Notices to the Underwriter shall be directed to Deutsche Bank Securities Inc., 60 Wall Street, New York, NY 10005, Attention: Keith DeLeon.

Notwithstanding the foregoing, solely with respect to the offering of the Underwritten Securities, Section 9 of the Underwriting Agreement shall be amended and restated in its entirety as follows:

SECTION 9.Termination of Agreement

(a)With respect to the Exchange Portion of the Underwritten Securities, the Underwriter may terminate this Agreement by notice to the Operating Partnership at any time at or prior to Closing Time if trading generally on either the New York Stock Exchange or the American Stock Exchange has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said Exchanges or by order of the Securities and Exchange Commission (the “Commission”) or any other governmental authority, or if a banking moratorium has been declared by either Federal, New York or Indiana authorities, or if there has occurred a material disruption in commercial banking or securities settlement or clearance services in the United States.

(b)With respect to the Cash Portion of the Underwritten Securities, the Underwriter may terminate this Agreement, by notice to the Operating Partnership, at any time at or prior to Closing Time (i) if there has been, since the date of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change, affecting the Duke Group as a whole, in the condition, financial or otherwise, or in the earnings, assets, business affairs or business prospects of any entity belonging to the Duke Group or of any Property, whether or not arising in the ordinary course of business; or (ii) if there has occurred any material adverse change in the financial markets in the United States, or any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic condition, in each case the effect of which is such as to make it, in judgement of the Underwriter, impracticable or inadvisable to (x) commence or continue the offering of the Underwritten Securities to the public, or (y) enforce contracts for the sale of the Underwritten Securities; or (iii) if trading in the

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common stock of the Company has been suspended by the Commission or if trading generally on either the New York Stock Exchange or the American Stock Exchange has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said Exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium has been declared by either Federal, New York or Indiana authorities, or if there has occurred a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) if the rating assigned by any nationally recognized statistical rating organization to any long-term debt securities of the Operating Partnership or the Company as of the date of this Agreement shall have been lowered since such date or if any such rating organization shall have publicly announced that it has placed any long-term debt securities of the Operating Partnership or the Company on what is commonly termed a “watch list” for possible downgrading. As used in this Section 9(b), the term “Prospectus” means the Prospectus in the form first used to confirm sales of the Underwritten Securities.

(c)In the event of any such termination (x) the covenants set forth in Section 3 with respect to any offering of Underwritten Securities shall remain in effect so long as any Underwriter owns any such Underwritten Securities purchased from the Operating Partnership pursuant to this Agreement and (y) the covenant set forth in Section 3(i) hereof, the provisions of Section 4 hereof, the indemnity and contribution agreements set forth in Sections 6 and 7 hereof, and the provisions of Sections 8 and 13 hereof shall remain in effect.

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(d)Please accept this offer no later than 5 o’clock P.M. (New York City time) on February 22, 2006 by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us.

		Very truly yours,
		DEUTSCHE BANK SECURITIES INC.
		By:	/s/ Erich Mauff
				Name: Erich Mauff
				Title:     Managing Director
		By:	/s/ Nigel Cree
				Name: Nigel Cree
				Title:     Managing Director
Accepted:
DUKE REALTY CORPORATION
By:	/s/ Howard L. Feinsand
	Name: Howard L. Feinsand
	Title: Executive Vice President, General Counsel and Secretary
DUKE REALTY LIMITED PARTNERSHIP
By:	DUKE REALTY CORPORATION
	General Partner
By:	/s/ Howard L. Feinsand
	Name: Howard L. Feinsand
	Title: Executive Vice President, General Counsel and Secretary

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