TERMS AGREEMENT
November 6, 1997
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 $150,000,000 aggregate principal amount of its 6.50% Senior Notes due
November 15, 2003 (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 98.934% of the principal amount thereof, together with accrued interest
thereon, if any, from November 12, 1997 to (but not including) the Delivery
Date.
Principal
Underwriter Amount
Xxxxxxx, Xxxxx & Co.............................. $37,500,000
Salomon Brothers Inc ............................ 37,500,000
BancAmerica Xxxxxxxxx Xxxxxxxx................... 37,500,000
First Chicago Capital Markets, Inc............... 37,500,000
------------
Total.......................... $150,000,000
============
The Underwritten Securities shall have the following terms:
Date of maturity: November 15, 2003
Interest rate: 6.50% per annum, payable semiannually
Initial public
offering price: 99.534%, plus accrued interest, if any, from
November 12, 1997 to (but not including) the
Delivery Date
Interest payment
dates: May 15 and November 15, commencing May 15, 1998
Redemption
provisions: The Underwritten Securities are not redeemable
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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 "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: Xxxxxxx, Sachs & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Delivery Date: 10:00 A.M., New York City time, on
November 12, 1997
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 November 6, 1997 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 first paragraph
below the table on page S-6 of the Prospectus Supplement concerning the public
offering price, concession and discount; and (iv) the third sentence of the
third paragraph below the table on page S-6 of the Prospectus Supplement
concerning market making by the Underwriters.
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 (a) 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; (b) 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 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"; (c) the references to
statistical data in clause (c)(vii) of paragraph 9 of such provisions shall be
eliminated; and (d)
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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. 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 November 6, 1997 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 November 6, 1997, to purchase the Underwritten Securities on the
terms set forth therein."
Very truly yours,
XXXXXXX, SACHS & CO.
BANCAMERICA XXXXXXXXX XXXXXXXX
FIRST CHICAGO CAPITAL MARKETS, INC.
SALOMON BROTHERS INC
By: XXXXXXX, XXXXX & CO.
By /s/ Xxxxxxx, Sachs & Co.
(Xxxxxxx, Xxxxx & Co.)
Accepted:
ARISTAR, INC.
By /s/ Xxxxxxxx Xxxxxxx
Xxxxxxxx Xxxxxxx, Senior Vice President
and Treasurer
