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Exhibit 1
TERMS AGREEMENT
May 12, 1999
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 6.00% Senior Notes due May
15, 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
99.434% of the principal amount thereof, together with accrued interest thereon,
if any, from May 17, 1999 to (but not including) the Delivery Date.
Principal
Underwriters Amount
------------ ------------
NationsBanc Xxxxxxxxxx Securities LLC................................................ $ 90,000,000
Banc One Capital Markets, Inc........................................................ 20,000,000
First Union Capital Markets Corp..................................................... 20,000,000
Xxxxxxx Xxxxx Securities Inc......................................................... 20,000,000
------------
Total.................................................... $150,000,000
============
The Underwritten Securities shall have the following terms:
Date of maturity: May 15, 2002
Interest rate: 6.00% per annum, payable semiannually
Initial public offering price: 99.784%, plus accrued interest, if any, from
May 17, 1999 to (but not including) the
Delivery Date
Interest payment dates: May 15th and November 15th, commencing
November 15, 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
"Depositary"); delivery of the Underwritten
Securities at closing will be made through
the facilities of the Depositary
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Specified funds for payment
of purchase price: Wire transfer of immediately available funds
Specified address for notices: NationsBanc Xxxxxxxxxx Securities LLC
NC1-007-07-01
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Legal Department
Delivery Date: 10:00 A.M., New York City time, on May 17,
1999
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 May 12, 1999 to the Company's Prospectus dated June 23, 1997
relating to the Underwritten Securities (the "Prospectus Supplement"): (i) the
second and third sentences of the first paragraph on page S-7 of the Prospectus
Supplement; (ii) the table on page S-7 of the Prospectus Supplement, (iii) the
second paragraph below the table on page S-7 of the Prospectus Supplement
concerning the public offering price, concession and discount; (iv) the third
sentence of the third paragraph below the table on page S-7 of the Prospectus
Supplement; (v) the fourth and fifth paragraphs below the table on page S-7 of
the Prospectus Supplement concerning overallotment, stabilizing transactions and
syndicate covering transactions; and (vi) as it relates to the Underwriters, the
sixth paragraph below the table on page S-7 of the Prospectus Supplement
concerning the absence of any representation with respect to the direction,
magnitude and continuance of the transactions described therein.
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 first sentence of clause (d) of Paragraph 1 of such
provisions shall be deleted and shall be replaced in its entirety by
the following: "From the dates as of which information is given in the
Registration Statement and the Prospectus, and except as described
therein, (i) there has not been any material adverse change or any
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 and (ii) there has been no dividend or
distribution of any kind declared, paid or made by the Company on any
class of its capital stock.";
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(iii) subparagraph (ii) of the first proviso in clause (a) of
Paragraph 7 of such provisions shall be deleted and shall be
replaced in its entirety by the following: "and (ii) that with respect
to any Preliminary Prospectus or Prospectus, the foregoing
indemnification shall not inure to the benefit of any Underwriter, any
Participant or any person controlling that Underwriter or Participant
on account of any loss, claim, damage, liability or action arising from
the purchase of Securities by any person from that Underwriter or
Participant, if that Underwriter or Participant in fact failed to send
or give a copy of the Prospectus (excluding documents incorporated by
reference) provided by the Company in accordance with Paragraph 6(b)
hereof (as such Prospectus may then be amended or supplemented, in each
case exclusive of the documents incorporated therein by reference) to
that person within the time required by the Act;";
(iv) subparagraph (iii) of the proviso in the third sentence
of clause (c) of Paragraph 7 of such provisions shall be deleted and
shall be replaced in its entirety by the following: "or (iii) the
indemnifying party has failed to assume the defense of such claim or
action and employ counsel reasonably satisfactory to the indemnified
party, in which case, if such indemnified party notifies the
indemnifying party in writing that it elects to employ separate counsel
at the expense of the indemnifying party, the indemnifying party shall
not have the right to assume the defense of such claim or action on
behalf of such indemnified party, it being understood, however, that
the indemnifying party shall not, in connection with any one such claim
or action or separate but substantially similar or related claims or
actions in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and
expenses of more than one separate firm of attorneys (in addition to
local counsel) at any time for all such indemnified parties, which firm
shall be designated in writing by the Representatives, if the
indemnified parties under this Paragraph consist of any Underwriter,
any Participant or any of their respective controlling persons, or by
the Company, if the indemnified parties under this Paragraph consist of
the Company of any of its directors, officers or controlling persons.";
(v) the following sentence in clause (c) of Paragraph 7 of
such provisions shall be deleted in its entirety: "Each indemnified
party, as a condition of the indemnity agreements contained in
Paragraph 7(a) and 7(b) hereof, shall use its best efforts to cooperate
with the indemnifying party in the defense of any such claim or
action.";
(vi) the following sentence shall be inserted at the end of
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.";
(vii) clause (a) of Paragraph 8 of such provisions shall be
deleted and shall be replaced in its entirety by the following: "(a)
trading in securities generally on the New York Stock Exchange is
suspended or minimum prices are established on that Exchange or trading
in any securities of the Company have been suspended by any exchange or
by the Commission";
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(viii) clause (c) of Paragraph 8 of such provisions shall be
deleted and shall be replaced in its entirety by the following: "(c)
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";
(ix) clause (d) of Paragraph 8 of such provisions shall be
deleted and shall be replaced in its entirety by the following: "(d)
there shall have occurred such a material adverse change in general
economic, political or financial conditions (or the effect of
international conditions on the financial markets in the United States
shall be such) as to make it, in the judgment of a majority in interest
of the several Underwriters, impracticable or inadvisable to proceed
with the public offering or delivery of the Underwritten Securities on
the terms and in the manner contemplated in the Prospectus, or (e) the
rating of any of the Company's debt securities shall have been lowered
by either Xxxxx'x Investors Services, Inc. or Standard & Poor's or
either of such rating agencies shall have publicly announced that it
has placed any of the Company's debt securities on what is commonly
termed a "watch list" for possible downgrading.";
(x) 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;
(xi) the first clause of Paragraph 9 of such provisions shall
be deleted and 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:";
(xii) subparagraph (vii) in clause (c) of Paragraph 9 of such
provisions shall be deleted and shall be replaced in its entirety by
the following: "(vii) The Registration Statement, as of the time it
became effective, and the Prospectus, as of its issue date (except
that, in each case, no opinion need be expressed as to the financial
statements and schedules and other financial data contained or
incorporated by reference therein), complied as to form in all material
respects with the requirements of the Act and the Trust Indenture Act
and the rules and regulations of the Commission under said Acts, and
the documents incorporated by reference in the Prospectus, when filed
with the Commission (except that no opinion need be expressed as to the
financial statements and schedules and other financial data contained
or incorporated by reference therein), complied as to form in all
material respects with the applicable requirements of the Exchange Act
and the rules and regulations of the Commission thereunder; and (except
that no opinion need be expressed as to the financial statements and
schedules and other financial data contained or incorporated by
reference therein) nothing has come to the attention of such counsel to
lead them to believe that the Registration Statement, as of the time it
became effective, contained an
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untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading or that the Prospectus, as of its date and as of
the Delivery Date, contained any untrue statement of a material fact or
omitted to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they
were made, not misleading.";
(xiii) Paragraph 14 of such provisions shall be deleted and
shall be replaced in its entirety by the following: "14. All
representations, warranties, indemnities, and agreements of the Company
contained in this Agreement, or contained in certificates of officers
submitted pursuant hereto, shall remain operative and in full force and
effect, regardless of the termination of this Agreement or any
investigation made by or on behalf of the Underwriters or any person
controlling the Underwriters or by or on behalf of the Company, and
shall survive each delivery of and payment for any of the Underwritten
Securities.";
and (xiv) clause (j) of Paragraph 9 of such provisions shall
be deleted and shall be replaced in its entirety by the following: "(j)
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 11:00 P.M., New York City time,
on May 12, 1999 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
May 12 , 1999, to purchase the Underwritten Securities on the terms set forth
therein."
Very truly yours,
NATIONSBANC XXXXXXXXXX SECURITIES LLC
BANC ONE CAPITAL MARKETS, INC.
FIRST UNION CAPITAL MARKETS CORP.
XXXXXXX XXXXX SECURITIES INC.
By: NATIONSBANC XXXXXXXXXX SECURITIES LLC
By:______________________________________
(NationsBanc Xxxxxxxxxx Securities LLC)
Name:_________________________________
Title:________________________________
Accepted:
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ARISTAR, INC.
By:_________________________________________
Name:_______________________________________
Title:______________________________________
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