TERMS AGREEMENT
October 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 6.30% Senior Notes due October 1,
2002 (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 99.245% of the
principal amount thereof, together with accrued interest thereon, if any, from
October 9, 1997 to (but not including) the Delivery Date. Principal Underwriter
Amount
Xxxxxx Brothers Inc............................................ $45,000,000
Chase Securities Inc........................................... 45,000,000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated. ........... 45,000,000
First Union Capital Markets Corp. ............................. 15,000,000
----------
Total..................................................... $150,000,000
===========
The Underwritten Securities shall have the following terms:
Date of maturity: October 1, 2002
Interest rate: 6.30% per annum, payable semiannually
Initial public
offering price: 99.695%, plus accrued interest, if any, from October 9, 1997
to (but not including) the Delivery Date
Interest payment
dates: April 1 and October 1, commencing April 1, 1998
Redemption
provisions: The Underwritten Securities are not redeemable
005302\0022\00056\979HALX3.AGR
2
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: Xxxxxx Brothers Inc.
Three World Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Delivery Date: 10:00 A.M., New York City time, on October 9, 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 October 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 table on page S-6 of the Prospectus
Supplement concerning the principal amount of the underwritten Securities to be
purchased by each underwriter; (iv) the second paragraph below the table on page
S-6 of the Prospectus Supplement concerning the public offering price,
concession and discount; and (v) the second sentence of the seventh 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 term
"Registration Statement", as used in the Basic Provisions, shall also include
the registration statement on Form S-3 (File No. 33-58361) filed by the Company
under the Act; (b) 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; and (c) 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.
005302\0022\00056\979HALX3.AGR
Please accept this offer no later than 6:00 P.M., New York City time, on
October 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 October 6, 1997, to purchase the Underwritten Securities on the
terms set forth therein."
Very truly yours,
XXXXXX BROTHERS INC.
CHASE SECURITIES INC.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
FIRST UNION CAPITAL MARKETS CORP.
By: XXXXXX BROTHERS INC.
By /s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx, Managing Director
Accepted:
ARISTAR, INC.
By /s/ Xxxxxxxx Xxxxxxx
Xxxxxxxx Xxxxxxx, Senior Vice President
and Treasurer
005302\0022\00056\979HALX3.AGR
