Exhibit 4.1
[FACE OF NOTE]
REGISTERED REGISTERED
NO. 001 PRINCIPAL AMOUNT
CUSIP NO. 75621LAH7 $150,000,000
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO., OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC,
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
UNLESS AND UNTIL THIS NOTE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC
TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF DTC
OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH
SUCCESSOR.
RECKSON OPERATING PARTNERSHIP, L.P.
5.875% Note due 2014
Reckson Operating Partnership, L.P., a limited partnership duly organized
and existing under the laws of Delaware (the "Issuer," which term includes any
successor thereto under the Indenture (as defined on the reverse hereof)), for
value received, hereby promises to pay to Cede & Co. c/o The Depository Trust
Company, or its registered assigns, the principal amount of $150,000,000 on
August 15, 2014 (the "Stated Maturity Date"), unless redeemed on any
Redemption Date (as defined on the reverse hereof) in accordance with the
provisions set forth on the reverse hereof (the Stated Maturity Date or any
Redemption Date is referred to herein as the "Maturity Date" with respect to
the principal repayable on such date) and to pay interest on the outstanding
principal amount hereof semi-annually in arrears on February 15 and August 15
of each year, commencing on February 15, 2005 (each, an "Interest Payment
Date"), at the rate of 5.875% per annum, until payment of said principal has
been made or duly provided for. Interest on this Note on an Interest Payment
Date will accrue from and including the immediately preceding Interest Payment
Date to which interest has been paid or duly provided for, or from and
including August 13, 2004 if no interest has been paid or duly provided for,
to but excluding the applicable Interest Payment Date or the Maturity Date, as
the case may be. Interest on this Note will be computed on the basis of a
360-day year consisting of twelve 30-day months.
The interest so payable and punctually paid or duly provided for on any
Interest Payment Date will be paid to the Holder in which name this Note (or
one or more predecessor Notes) is registered in the Security Register at the
close of business on the "Regular Record Date" for such payment, which shall
be the February 1 or August 1, as the case may be, immediately preceding such
Interest Payment Date (regardless of whether such day is a Business Day (as
defined below)). Any such interest not so
punctually paid or duly provided for shall forthwith cease to be payable to
the Holder on such Regular Record Date, and shall be paid to the Person in
whose name this Note (or one or more predecessor Notes) is registered at the
close of business on a subsequent Special Record Date for the payment of such
defaulted interest (which shall be not more than 15 days and not less than 10
Business Days prior to the date of the payment of such defaulted interest)
established by notice given by mail by or on behalf of the Issuer to the
Holders of the Notes not less than 10 days preceding such subsequent Special
Record Date, or may be paid at any time in any other lawful manner, all as
more fully provided in the Indenture.
The principal of, and the Make-Whole Amount (as defined on the reverse
hereof), if any, with respect to, this Note payable on the Maturity Date will
be paid against presentation and surrender of this Note at the office or
agency of the Issuer maintained for that purpose in The City of New York. The
Issuer hereby initially designates the Corporate Trust Office of the Trustee
at 101 Barclay Street, Floor 8W, New York, New York 10286 as the office to be
maintained by it where Notes may be presented for payment, registration of
transfer or exchange and where notices or demands to or upon the Issuer in
respect of the Notes or the Indenture may be served.
If any Interest Payment Date or the Maturity Date falls on a day that is
not a Business Day, the payment required to be made on such date will,
instead, be made on the next Business Day with the same force and effect as if
it were made on the date such payment was due, and no interest shall accrue on
the amount so payable for the period from and after such Interest Payment Date
or the Maturity Date, as the case may be. "Business Day" means any day, other
than a Saturday, a Sunday or other day on which banking institutions in The
City of New York are authorized or required by law, regulation or executive
order to be closed.
Payments of principal, Make-Whole Amount, if any, and interest in respect
of this Note will be made in such coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public
and private debts (i) in the case of payments on the Maturity Date, in
immediately available funds and (ii) in the case of payments on an Interest
Payment Date, at the option of the Issuer, by check mailed to the Holder
entitled thereto at the applicable address appearing in the Security Register
or by transfer of immediately available funds to an account maintained by the
payee with a bank located in the United States of America; provided, however,
that so long as Cede & Co. is the Holder of this Note, payments of interest on
an Interest Payment Date will be made in immediately available funds.
Reference is made to the further provisions of this Note set forth on the
reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.
This Note shall not be entitled to the benefits of the Indenture or be
valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been executed by manual signature by the
Trustee.
2
IN WITNESS WHEREOF, the Issuer has caused this Note to be signed manually
or by facsimile by an authorized signatory.
Dated: August 13, 2004
RECKSON OPERATING PARTNERSHIP, L.P.,
as Issuer
By: RECKSON ASSOCIATES REALTY CORP.,
as General Partner
(SEAL) By: ____________________________________
Name: Michael Maturo
Title: Executive Vice President and
Chief Financial Officer
Attest:
- ------------------------------------
Name: Jason M. Barnett
Title: Executive Vice President and
General Counsel
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
THE BANK OF NEW YORK,
as Trustee
By: _______________________________
Authorized Signatory
3
[REVERSE OF NOTE]
RECKSON OPERATING PARTNERSHIP, L.P.
5.875% Note due 2014
This Note is one of a duly authorized issue of debentures, notes, bonds,
or other evidences of indebtedness of the Issuer (hereinafter called the
"Securities") of the series hereinafter specified, all issued or to be issued
under and pursuant to an Indenture, dated as of March 26, 1999 (the
"Indenture"), duly executed and delivered by the Issuer and Reckson Associates
Realty Corp., a Maryland corporation ("Reckson Associates"), as guarantor, if
applicable, to The Bank of New York, as trustee (the "Trustee," which term
includes any successor trustee under the Indenture with respect to the series
of Securities of which this Note is a part), and reference is hereby made to
the Indenture, and all modifications and amendments and indentures
supplemental thereto relating to the Notes, for a description of the rights,
limitations of rights, obligations, duties, and immunities thereunder of the
Trustee, the Issuer and the Holders of the Notes and the terms upon which the
Notes are authenticated and delivered. The Securities may be issued in one or
more series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may accrue interest (if any)
at different rates or formulas and may otherwise vary as provided in the
Indenture. This Note is one of a series of Securities designated as the
"5.875% Notes due 2014" of the Issuer, initially limited (except as permitted
under the Indenture) in aggregate principal amount to $150,000,000. The Notes
are not guaranteed by Reckson Associates.
The Issuer may redeem this Note, at any time in whole or from time to
time in part, at the option of the Issuer, at a redemption price equal to the
sum of (i) the principal amount being redeemed plus accrued interest thereon
to the date fixed for redemption (the "Redemption Date") and (ii) the
Make-Whole Amount, if any, with respect thereto (the "Redemption Price");
provided, however, that interest installments due on an Interest Payment Date
which is on or prior to the Redemption Date will be payable to the Holder
hereof (or one or more predecessor Notes) as of the close of business on the
Regular Record Date preceding such Interest Payment Date. If notice has been
given as provided in the Indenture and funds for the redemption of this Note
or any part thereof called for redemption shall have been made available on
the Redemption Date, this Note or such part thereof will cease to bear
interest on the Redemption Date referred to in such notice and the only right
of the Holder will be to receive payment of the Redemption Price. Notice of
any optional redemption of any Notes will be given to the Holder hereof (in
accordance with the provisions of the Indenture), not more than 60 nor less
than 30 days prior to the Redemption Date. The notice of redemption will
specify, among other things, the Redemption Price and the principal amount of
Notes to be redeemed. In the event of redemption of this Note in part only, a
new Note of like tenor for the unredeemed portion hereof and otherwise having
the same terms and provisions as this Note shall be issued by the Issuer in
the name of the Holder hereof upon the presentation and surrender hereof.
"Make-Whole Amount" means the excess, if any, of (i) the aggregate
present value as of the Redemption Date of each dollar of principal being
redeemed and the amount of interest (exclusive of interest accrued to the
Redemption Date) that would have been payable in respect of each such dollar
if such redemption had not been made, determined by discounting, on a
semi-annual basis, such principal and interest at the Reinvestment Rate
(determined on the third Business Day preceding the date such notice of
redemption is given) from the respective dates on which such principal and
interest would have been payable if such redemption had not been made, to the
Redemption Date over (ii) the aggregate principal amount being redeemed.
4
"Reinvestment Rate" means 0.25% plus the arithmetic mean of the yields
under the heading "Week Ending" published in the most recent Statistical
Release under the caption "Treasury Constant Maturities" for the maturity
(rounded to the nearest month) corresponding to the remaining life to
maturity, as of the Redemption Date, of the principal being redeemed. If no
maturity exactly corresponds to such maturity, yields for the two published
maturities most closely corresponding to such maturity shall be calculated
pursuant to the immediately preceding sentence and the Reinvestment Rate shall
be interpolated or extrapolated from such yields on a straight-line basis,
rounding each of such relevant periods to the nearest month. For the purpose
of calculating the Reinvestment Rate, the most recent Statistical Release
published prior to the date of determination of the Make-Whole Amount shall be
used.
"Statistical Release" means the statistical release designated "H.15
(519)" or any successor publication which is published weekly by the Board of
Governors of the Federal Reserve System and which establishes yields on
actively traded Untied States government securities adjusted to constant
maturities or, if such statistical release is not published at the time of any
determination under the Indenture, then such other reasonably comparable index
designated by the Issuer.
This Note is not subject to repayment at the option of the Holder
thereof. Furthermore, this Note is not entitled to the benefit of, and is not
subject to, any sinking fund.
In case an Event of Default with respect to this Note shall have occurred
and be continuing, the principal hereof may be declared, and upon such
declaration shall become due and payable, in the manner, with the effect, and
subject to the conditions, provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and, if applicable, the Guarantor, and the rights of the Holders of the
Securities under the Indenture at any time by the Issuer and, if applicable,
the Guarantor, and the Trustee with the consent of the Holders of a majority
in the aggregate principal amount of Securities of any series issued under the
Indenture at the time Outstanding and affected thereby. Furthermore,
provisions in the Indenture permit the Holders of a majority in the aggregate
principal amount of the Outstanding Securities of any series, in certain
instances, to waive, on behalf of all of the Holders of Securities of such
series, certain past defaults under the Indenture and their consequences. Any
such waiver by the Holder of this Note shall be conclusive and binding upon
such Holder and upon all future Holders of this Note and other Notes issued
upon the registration of transfer hereof or in exchange hereof, or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Note.
No reference herein to the Indenture and no provision of this Note or the
Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of, and Make-Whole Amount, if
any, with respect to, and interest on, this Note in the manner, at the
respective times, at the rate and in the coin or currency herein prescribed.
This Note is issuable only in fully registered form, without coupons, in
denominations of $1,000 and integral multiples thereof. This Note may be
exchanged for a like aggregate principal amount of Notes of other authorized
denominations at the office or agency of the Issuer in The City of New York,
in the manner and subject to the limitations provided herein and in the
Indenture, but without the payment of any charge except for any tax or other
governmental charge imposed in connection therewith.
Upon due presentment for registration of transfer of this Note at the
office or agency of the Issuer in The City of New York, one or more new Notes
of authorized denominations in an equal aggregate principal amount will be
issued to the transferee in exchange therefor, subject to the limitations
provided
5
herein and in the Indenture, but without payment of any charge except
for any tax or other governmental charge imposed in connection therewith.
The Issuer or the Trustee and any authorized agent of the Issuer or the
Trustee may deem and treat the Person in whose name this Note is registered as
the Holder and absolute owner of this Note (whether or not this Note shall be
overdue and notwithstanding any notation of ownership or other writing
hereon), for the purpose of receiving payment of, or on account of, the
principal of or Make-Whole Amount, if any, with respect to, or subject to the
provisions on the face hereof, interest on, this Note and for all other
purposes, and none of the Issuer, the Trustee or any authorized agent of the
Issuer or the Trustee shall be affected by any notice to the contrary.
The Indenture and this Note shall be deemed to be a contract under the
laws of the State of New York, and for all purposes shall be governed by and
construed in accordance with the laws of such State, without giving effect to
any conflict of law principles.
Capitalized terms used but not otherwise defined herein shall have the
respective meanings assigned to them in the Indenture.
6
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________.
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
_______________________________________________________
| |
|_______________________________________________________|
______________________________________________________________________________
(Please print or Typewrite Name and Address
Including Postal Zip Code of Assignee)
______________________________________________________________________________
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints
______________________________________________________________________________
to transfer said Note on the books of the Issuer, with full power of
substitution in the premises.
Dated: _________________________
Signature Guaranteed
- ------------------------------------------- ---------------------------------------------
NOTICE: Signature must be guaranteed by an NOTICE: The signature to this Assignment must
eligible Guarantor Institution (banks, correspond with the name as written upon the
stockbrokers, savings and loan associations face of the within Note in every particular,
and credit unions) with membership in an without alteration or enlargement or any
approved signature guarantee medallion change whatever.
program pursuant to Securities and Exchange
Commission Rule 17Ad-15.
7