EX-1.2 3 efc4-1464_exhibit12.txt Exhibit 1.2 RECKSON OPERATING PARTNERSHIP, L.P. (a Delaware limited partnership) Debt Securities TERMS AGREEMENT August 10, 2004 To: Reckson Operating Partnership, L.P. c/o Reckson Associates Realty Corp. 225 Broadhollow Road Melville, New York 11747 Ladies and Gentlemen: We understand that Reckson Operating Partnership, L.P. (the "Operating Partnership") proposes to issue and sell $150,000,000 in aggregate principal amount of its 5.875% Notes due August 15, 2014 (the "Notes"). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the "Underwriters") offer to purchase, severally and not jointly, the respective aggregate principal amount of Notes set forth below opposite their names at the purchase price set forth below. Aggregate Principal Underwriter Amount Of Notes ----------- --------------- Citigroup Global Markets Inc. $44,000,000 J.P. Morgan Securities Inc. $44,000,000 UBS Securities LLC $44,000,000 BNY Capital Markets, Inc. $3,000,000 Deutsche Bank Securities Inc. $3,000,000 McDonald Investments Inc. $3,000,000 PNC Capital Markets, Inc. $3,000,000 Scotia Capital (USA) Inc. $3,000,000 Wachovia Capital Markets, LLC $3,000,000 Total: $150,000,000 ============ The Notes shall have the following terms: Title: 5.875% Notes due 2014 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 Ba1 by Moody's Investors Service BBB- by Standard & Poor's Aggregate Principal Amount: $150,000,000 Aggregate Principal Amount of Option Notes: N/A Initial public offering price: 99.151% of the principal amount, plus accrued interest or amortized original issue discount amount, if any, from the date of issuance. Purchase price: 98.501% 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 5.875%. Interest Payment Dates: Interest on the Notes is payable semi-annually in arrears on February 15 and August 15 of each year, commencing February 15, 2005. Maturity Dates: The Notes will mature on August 15, 2014. 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: N/A Closing date and location: August 13, 2004 at the offices of Sidley Austin Brown & Wood LLP, 787 Seventh Avenue, New York, New York 10019. 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 5 o'clock p.m. (New York City time) on August 10, 2004 by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, J.P. MORGAN SECURITIES INC. By: /s/ Carl Mehldau ----------------------------- Name: Carl Mehldau Title: Vice President CITIGROUP GLOBAL MARKETS INC. By: /s/ Mark Chu ------------------------------ Name: Mark Chu Title: Vice President UBS SECURITIES LLC By: /s/ Christopher Forshner ----------------------------- Name: Christopher Forshner Title: Managing Director ------------------------------ /s/ Ryan Donovan Acting on behalf of themselves and as Representatives for the other named Underwriters. Accepted: RECKSON OPERATING PARTNERSHIP, L.P. By: RECKSON ASSOCIATES REALTY CORP., its sole general partner By: /s/ Michael Maturo ------------------------------------ Name: Michael Maturo Title: Executive Vice President and Chief Financial Officer