IRT Property Company Medium-Term Notes Terms Agreement (Guaranteed by Affiliates)

Summary

IRT Property Company has agreed to sell $25 million in 7.84% Medium-Term Notes due January 23, 2012, to First Union Securities, Inc. The Notes are unconditionally guaranteed by IRT Partners, L.P., IRT Capital Corporation II, IRT Management Company, and IRT Alabama, Inc. The Notes are issued in U.S. dollars, pay interest semi-annually, and may be redeemed early by the issuer under specified terms. The agreement is subject to conditions in a prior Agency Agreement, and the issuer will reimburse certain expenses if the sale is not completed for specified reasons.

EX-1.3 3 doc2.txt EXHIBIT 1.3 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 --------------- January 16, 2002 IRT Property Company 200 Galleria Parkway, Suite 1400 Atlanta, Georgia 30339 Attention: Ladies and Gentlemen: We offer to purchase, on and subject to the terms and conditions of the Agency Agreement, dated March 23, 2001, attached hereto ("Agency Agreement"), the following Notes ("Notes") on the following terms: Title: 7.84% Notes Due 2012 Currency or Currency Units: U.S. Dollars Stated Maturity: January 23, 2012 Principal Amount: $25,000,000 Public Offering Price: 100.00% Original Issue Discount Security: Yes [ ] No [X] Purchase Price (to be paid in immediately available funds): 99.375% Underwriting Discount (%): 0.625% Interest Rate: 7.84% Regular Record Dates: January 8 and July 8 Interest Payment Dates: January 23 and July 23, commencing July 23, 2002 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 and (ii) the make-whole amount described in Pricing Supplement No. 2 and the Prospectus Supplement with respect to the Notes, or portion thereof. Repayment (option of the Holder), if any: None Sinking Fund, if applicable: None Trade Date: January 16, 2002 Settlement Date (Issue Date): January 23, 2002 [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. Very truly yours, FIRST UNION SECURITIES, INC. By /s/ ------------------------- Name: Title: Accepted and agreed to as of the date set forth above. IRT PROPERTY COMPANY By: /s/ ------------------ Name: Title: IRT PARTNERS, L.P. As a Guarantor By: IRT Property Company its General Partner By: /s/ ------------------ Name: Title: IRT CAPITAL CORPORATION II As a Guarantor By: /s/ ------------------ Name: Title: IRT MANAGEMENT COMPANY As a Guarantor By: /s/ ------------------ Name: Title: IRT ALABAMA, INC. As a Guarantor By: /s/ ------------------ Name: Title: