Exhibit 1.2
RECKSON OPERATING PARTNERSHIP, L.P.
(a Delaware limited partnership)
Debt Securities
TERMS AGREEMENT
June 11, 2002
To: Reckson Operating Partnership, L.P.
c/o Reckson Associates Realty Corp.
000 Xxxxxxxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
We understand that Reckson Operating Partnership, L.P., a Delaware
limited partnership (the "Operating Partnership") proposes to issue and sell
$50,000,000 aggregate principal amount of the Operating Partnership's 6.00%
Notes due 2007 (the "Notes"). Subject to the terms and conditions set forth or
incorporated by reference herein, First Union Securities, Inc. offers to
purchase 100% of the aggregate principal amount of the Notes at the purchase
price set forth below, to the extent any are purchased.
The Underwritten Securities shall have the following terms:
Title: 6.00% Notes due 2007
Rank: The Notes will be unsecured
obligations and will rank equally
with each other and with all of
our other unsecured senior
indebtedness, except that the
Notes will be effectively
subordinated to all of our secured
debt and to all liabilities of our
subsidiaries.
Ratings Baa3 by Xxxxx'x Investors Service
BBB- by Standard & Poor's
Aggregate Principal Amount: $50,000,000
Aggregate Principal Amount of Option
Underwritten Securities: N/A
Initial public offering price: 99.465% of the principal amount,
plus accrued interest or amortized
original issue discount amount, if
any, from the date of issuance.
Purchase price: 98.865% of the principal amount,
plus accrued interest or amortized
original issue discount amount, if
any, from the date of issuance
(payable in same day funds).
Interest rate: The interest rate for the Notes is
6.00%.
Interest Payment Dates: Interest on the Notes is payable
semi-annually in arrears on June
15 and December 15 of each year,
commencing December 15, 2002.
Maturity Dates: The Notes will mature on June 15,
2007.
Redemption provisions: The Notes are redeemable at any
time at the option of the
Operating Partnership, in whole or
in part, at a redemption price
equal to the sum of (i) the
principal amount of the Notes
being redeemed, (ii) unpaid
interest accrued thereon to the
redemption date and (iii) the
Make-Whole Amount, if any, with
respect to such Notes.
Sinking Fund requirements: N/A
Conversion provisions: N/A
Other terms and conditions: The Notes shall be in the form of
Exhibit A attached hereto.
The Operating Partnership shall be
responsible for up to $40,000 of
certain expenses of the
Underwriter.
Closing date and location: June 17, 2002 at the offices of
Sidley Xxxxxx Xxxxx & Xxxx LLP,
000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000.
All of the provisions contained in the document attached as Annex I
hereto entitled "RECKSON OPERATING PARTNERSHIP, L.P. -- Debt Securities --
UNDERWRITING AGREEMENT" are hereby 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.
Please accept this offer no later than 4:30 p.m. (New York City time)
on June 11, 2002 by signing a copy of this Terms Agreement in the space set
forth below and returning the signed copy to us.
Very truly yours,
FIRST UNION SECURITIES, INC.
By: /s/ Xxxxxxx Xxxxxx
----------------------------------
Name: Xxxxxxx Xxxxxx
Title: Managing Director
RECKSON OPERATING PARTNERSHIP, L.P.
By: RECKSON ASSOCIATES REALTY CORP.,
its General Partner
By: /s/ Xxxxx Xxxxxxx
----------------------------------
Name: /s/ Xxxxx Xxxxxxx
Title: EVP
