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EXHIBIT 1.2
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IRT Property Company ("Issuer")
Medium-Term Notes
Unconditionally Guaranteed by IRT Partners, L.P., IRT Capital Corporation II,
IRT Management Company and IRT Alabama, Inc.
TERMS AGREEMENT
March 27, 2001
IRT Property Company
000 Xxxxxxxx Xxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Attention:
Ladies and Gentlemen:
We offer to purchase, on and subject to the terms and conditions of
the Agency Agreement attached hereto ("Agency Agreement"), the following Notes
("Notes") on the following terms:
Title: 7.77% Notes Due 2006
Currency or Currency Units: U.S. Dollars
Stated Maturity: April 1, 2006
Principal Amount: $50,000,000
Public Offering Price: 100.00%
Original Issue Discount Security: Yes [ ] No [X]
Purchase Price (to be paid in
immediately available funds): 99.995%
Underwriting Discount (%): 0.005%
Interest Rate: 7.77%
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Interest Rate Step-Up: The interest rate payable on the Notes will be subject to adjustment during the
term of the Notes. In the event of a ratings change (each, a "Ratings
Change") by Xxxxx'x Investor Service, Inc. ("Moody's") and/or Standard &
Poor's Ratings Services ("S&P) that causes the Company's senior unsecured
debt rating by either agency to be below the investment grade category (below
Baa3 for Moody's and below BBB- for S&P), the Initial Interest Rate (as defined
below) on the Notes will be adjusted.
The Notes will bear interest at the applicable initial interest rate of 7.77%
(the "Initial Interest Rate") from the date of issuance of the Notes until the
date on which a Ratings Change occurs (the "Step-Up Date"). Beginning with and
including the Step-Up Date, the Notes will bear interest at the adjusted interest
rate per annum of 8.27%, which is the Note's Initial Interest Rate plus 50
basis points (the "Adjusted Interest Rate").
If on any date (the "Step-Down Date") subsequent to a Step-Up Date, a new Ratings
Change by Moody's and/or S&P causes the ratings of both agencies to be above the
non-investment grade category (above Ba1 for Moody's and above BB+ for S&P), the
interest payable on the Notes will be decreased by 50 basis points to the Initial
Interest Rate effective beginning with and including the Step-Down Date.
There is no limit on the number or times the interest rate payable on the Notes
can be adjusted up or down based on Ratings Changes by Moody's and S&P during the
term of the Notes. The interest rate payable on the Notes shall not exceed the
Adjusted Interest Rate at any time based on Ratings Changes.
Regular Record Dates: March 15 and September 15
Interest Payment Dates: April 1 and October 1, commencing October 1, 2001
Redemption (option of
the Issuer): The Notes are redeemable at any time at the option of the Issuer, in whole or in
part, at a redemption price equal to the greater of (i) the principal
amount of the Notes (or portion thereof) being redeemed plus accrued interest
thereon to the redemption date
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and (ii) the make-whole amount, if any, described in the Prospectus Supplement
with respect to the Notes, or portion thereof.
Repayment (option of the Holder),
if any: N/A
Sinking Fund, if applicable: N/A
Trade Date: March 27, 2001
Settlement Date (Issue Date): March 30, 2001
[X] Book-entry Security
[ ] Certificated Securities
* * * * *
Our agreement to purchase the Notes hereunder is subject to the
conditions set forth in the Agency Agreement, including the conditions set
forth in paragraphs (e), (f), (g) and (h) of Section 5 thereof. If for any
reason the purchase by the undersigned of the Notes is not consummated other
than because of a default by the undersigned or a failure to satisfy a
condition set forth in clause (iii), (iv) or (v) of Section 5(c) of the Agency
Agreement, the Issuer shall reimburse the undersigned for all out-of-pocket
expenses reasonably incurred by the undersigned in connection with the offering
of the Notes and not otherwise required to be reimbursed pursuant to Section 4
of the Agency Agreement.
Unless the undersigned has received notification from the Issuer
within one Business Day (as defined in the Agency Agreement) that the Issuer
does not agree to the terms set forth herein, this Terms Agreement shall
constitute an agreement between the Issuer and the undersigned for the sale and
purchase of the Notes upon the terms set forth herein and in the Agency
Agreement.
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Very truly yours,
CREDIT SUISSE FIRST BOSTON
CORPORATION
By /s/
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WACHOVIA SECURITIES, INC.
By /s/
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Accepted and agreed to as
of the date set forth above.
IRT PROPERTY COMPANY
By /s/
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Name:
Title:
IRT PARTNERS, L.P.
As a Guarantor
By: IRT Property Company
its General Partner
By /s/
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Name:
Title:
IRT CAPITAL CORPORATION II
As a Guarantor
By /s/
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Name:
Title:
IRT MANAGEMENT COMPANY
As a Guarantor
By /s/
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Name:
Title:
IRT ALABAMA, INC.
As a Guarantor
By /s/
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Name:
Title:
