Terms Agreement for $50,000,000 6.00% Notes Due 2007 between Reckson Operating Partnership, L.P. and First Union Securities, Inc.

Summary

Reckson Operating Partnership, L.P. has agreed to sell $50 million in 6.00% Notes due 2007 to First Union Securities, Inc. The Notes are unsecured senior debt, maturing on June 15, 2007, with interest paid semi-annually. The purchase price is 98.865% of the principal amount, and the Notes may be redeemed early by Reckson under specified terms. Reckson will cover up to $40,000 of certain underwriter expenses. The agreement incorporates additional terms from a referenced underwriting agreement. The transaction closes on June 17, 2002.

EX-1.2 4 efc2-0678_termsagex12.txt 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. 225 Broadhollow Road Melville, New York 11747 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 Moody's 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 Austin Brown & Wood LLP, 875 Third Avenue, New York, New York 10022. 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/ William Ingram ---------------------------------- Name: William Ingram Title: Managing Director RECKSON OPERATING PARTNERSHIP, L.P. By: RECKSON ASSOCIATES REALTY CORP., its General Partner By: /s/ Jason Barnett ---------------------------------- Name: /s/ Jason Barnett Title: EVP