Exhibit 4.1


 




	
  [FACE OF NOTE]

  
	
   

  	
   

  	
   

  
	
  REGISTERED

  	
   

  	
  REGISTERED

  
	
   

  	
   

  	
   

  
	
  NO. 001

  	
   

  	
  PRINCIPAL AMOUNT

  
	
   

  	
   

  	
   

  
	
  CUSIP NO. 75621LAK0

  	
   

  	
  $275,000,000

  






 


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.


 


6.0% Note due 2016


 


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 $275,000,000
on March 31, 2016 (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 May 15 and November 15 of
each year, commencing on May 15, 2006 (each, an “Interest Payment Date”), at the
rate of 6.0% 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 March 31, 2006 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 May 1 or November 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.


 


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IN WITNESS WHEREOF, the Issuer has caused this Note to be signed
manually or by facsimile by an authorized signatory.


 


Dated:  March 31, 2006


 


 


	
   

  	
  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

  
					



 


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[REVERSE OF NOTE]


 


RECKSON OPERATING
PARTNERSHIP, L.P.


 


6.0% Note due 2016


 


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 “6.0% Notes due 2016” of the Issuer,
initially limited (except as permitted under the Indenture) in aggregate
principal amount to $275,000,000.  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.


 


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“Reinvestment Rate” means 0.20% 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


 


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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.


 


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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 eligible
  Guarantor Institution (banks, stockbrokers, savings and loan associations and
  credit unions) with membership in an approved signature guarantee medallion
  program pursuant to Securities and Exchange Commission Rule 17Ad-15.

  	
   

  	
  NOTICE: The signature
  to this Assignment must correspond with the name as written upon the face of
  the within Note in every particular, without alteration or enlargement or any
  change whatever.

  



 


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