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TERMS AGREEMENT
July 28, 1998
ARISTAR, INC.
0000 Xxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxxxx 00000
Dear Sirs:
We (the "Underwriters" and the "Representatives") understand that
Aristar, Inc., a Delaware corporation (the "Company"), proposes to issue and
sell $200,000,000 aggregate principal amount of its 6.00% Senior Notes due
August 1, 2001 (the "Underwritten Securities"). Subject to the terms and
conditions set forth herein or incorporated by reference herein, the
Underwriters hereby offer to purchase, severally and not jointly, the principal
amount of Underwritten Securities set forth opposite their respective names
below at 99.476% of the principal amount thereof, together with accrued interest
thereon, if any, from July 31, 1998 to (but not including) the Delivery Date.
Principal
Underwriter Amount
----------- -----------
Chase Securities Inc................................................ $40,000,000
Bear, Xxxxxxx & Co. Inc............................................. 40,000,000
Deutsche Bank Securities Inc........................................ 40,000,000
Xxxxxx Brothers Inc................................................. 40,000,000
Xxxxxxx Xxxxx Inc................................................... 40,000,000
------------
Total....................................... $200,000,000
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The Underwritten Securities shall have the following terms:
Date of maturity: August 1, 2001
Interest rate: 6.00% per annum, payable semiannually
Initial public offering price: 99.826%, plus accrued interest, if any, from July 31, 1998
to (but not including) the Delivery Date
Interest payment dates: August 1 and February 1, commencing February 1, 1999
Redemption provisions: The Underwritten Securities are not redeemable
Form: The Underwritten Securities are to be issued in the form of
one or more global securities registered in the name of The
Depository Trust Company or its nominee (the
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"Depositary"); delivery of the Underwritten Securities at
closing will be made through the facilities of the Depositary
Specified funds for payment
of purchase price: Wire transfer of immediately available funds
Specified address for notices: Chase Securities Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxxx
Delivery Date: 10:00 A.M., New York City time, on July 31, 1998
Place of closing: Xxxxxxx Xxxxxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
The Underwriters hereby confirm that they have furnished to the
Company in writing the following information for inclusion in the Company's
Prospectus Supplement dated July 28, 1998 to the Company's Prospectus dated June
23, 1997 relating to the Underwritten Securities (the "Prospectus Supplement"):
(i) the last paragraph at the bottom of the cover page of the Prospectus
Supplement concerning the terms of the offering by the Underwriters; (ii) the
first paragraph on page S-2 of the Prospectus Supplement concerning
over-allotment and stabilization by the Underwriters; (iii) the second paragraph
below the table on page S-6 of the Prospectus Supplement concerning the public
offering price, concession and discount; (iv) the third paragraph below the
table on page S-6 of the Prospectus Supplement concerning overallotment,
stabilizing transactions and syndicate covering transactions; and (v) the second
sentence of the fourth paragraph below the table on page S-6.
All of the provisions contained in the document entitled
"Aristar, Inc. -- Debt Securities -- Underwriting Agreement Basic Provisions"
and dated October 6, 1997 (the "Basic Provisions"), a copy of which you have
previously furnished to us, are herein incorporated by reference in their
entirety 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; provided,
however, that (i) the Company also represents to the Underwriters that, to the
best of its knowledge, Deloitte & Touche, L.L.P. are independent accountants as
required by the Act and the Rules and the Regulations; (ii) the following
sentence is to be added to the end clause (c) of Paragraph 7 of such provisions:
"No indemnifying party shall, without the prior written consent of the
indemnified party (which consent shall not be unreasonably withheld), effect any
settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding."; (iii) clause (c) of Paragraph
8 of such provisions shall be replaced in its entirety by the following: "there
is an outbreak or escalation of hostilities involving the United States or the
declaration by the United States of a national emergency or war if the effect of
any such event is to make it impracticable to proceed with the
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public offering or the delivery of the Underwritten Securities on the terms and
in the manner contemplated in the Prospectus as first amended or supplemented
relating to the Underwritten Securities, or"; (iv) the obligations of the
Underwriters described in Paragraph 9 of the Basic Provisions shall also be
subject to their receipt on the Delivery Date of a letter from Deloitte & Touche
L.L.P. of the type described in Paragraph 9(g) of the Basic Provisions; (v) the
first clause of Paragraph 9 of such provisions shall be replaced in its entirety
by the following: "The respective obligations of the Underwriters under this
Agreement with respect to the Underwritten Securities are subject to the
accuracy, on the date of the Terms Agreement and on the Delivery Date, of the
representations and warranties of the Company contained herein, to the accuracy
of the statements of the Company's officers made in any certificate furnished
pursuant to the provisions hereof, to the performance and observance by the
Company in all material respects of all covenants and agreements contained
herein, and to each of the following additional terms and conditions applicable
to the Underwritten Securities:"; and (vi) clause (j) of Paragraph 9 of such
provisions shall be replaced in its entirety by the following: "During the
period from the date of the Terms Agreement to and including the Delivery Date,
there shall have occurred no material adverse change and no development
involving a prospective material adverse change in the financial condition or
results of operations of the Company and its Subsidiaries taken as a whole."
Terms defined in such Underwriting Agreement Basic Provisions are used herein as
therein defined.
Please accept this offer no later than 6:00 P.M., New York City
time, on July 28, 1998 by signing a copy of this Terms Agreement in the space
set forth below and returning the signed copy to us, or by sending us a written
acceptance in the following form:
"We hereby accept your offer, set forth in the Terms Agreement
dated July 28, 1998, to purchase the Underwritten Securities on the
terms set forth therein."
Very truly yours,
CHASE SECURITIES INC.
BEAR, XXXXXXX & CO. INC.
DEUTSCHE BANK SECURITIES INC.
XXXXXX BROTHERS INC.
XXXXXXX XXXXX INC.
By: CHASE SECURITIES INC.
By /s/ XXXXXX XXXXXX
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(Chase Securities Inc.)
Accepted:
ARISTAR, INC.
By /s/ Xxxxxxxx Xxxxxxx
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Xxxxxxxx Xxxxxxx, Senior Vice President and Treasurer
