Pricing Agreement
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
January 30, 1997
Dear Sirs:
Dillard Department Stores, Inc. (the "Company") proposes,
subject to the terms and conditions stated herein and in the
Underwriting Agreement Standard Provisions filed as an exhibit to
the Company's registration statements on Form S-3 (Nos. 33-53046
and 33-64355) (the "Underwriting Agreement"), to issue and sell to
you the Securities specified in Schedule I hereto (the "Designated
Securities"). Each of the provisions of the Underwriting Agreement
is incorporated herein by reference in its entirety, and shall be
deemed to be a part of this Agreement to the same extent as if such
provisions had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed to
have been made at and as of the date of this Pricing Agreement,
except that each representation and warranty with respect to the
Prospectus in Section 2 of the Underwriting Agreement shall be
deemed to be a representation or warranty as of the date of the
Underwriting Agreement in relation to the Prospectus (as therein
defined), and also a representation and warranty as of the date of
this Pricing Agreement in relation to the Prospectus as amended or
supplemented relating to the Designated Securities which are the
subject of this Pricing Agreement; provided, however, the
Underwriting Agreement shall be amended, for purposes of this
Pricing Agreement only, as follows:
(1) The following clause shall be added to the end of Section
2:
(c) The Company has complied with all provisions of
Section 1 of Laws of Florida, Chapter 92-198 Securities -
Business with Cuba.
(2) Clauses (i) through (iii) of Section 7(g) shall be
deleted and the following shall be inserted in lieu thereof:
(i) trading generally shall have been suspended or
materially limited on or by, as the case may be, any of
the New York Stock Exchange, the American Stock Exchange,
the National Association of Securities Dealers, Inc., the
Chicago Board Options Exchange, the Chicago Mercantile
Exchange or the Chicago Board of Trade, (ii) trading of
any securities of the Company shall have been suspended
on any exchange or in any over-the-counter market, (iii)
a general moratorium on commercial banking activities in
New York shall have been declared by either Federal or
New York State authorities, or (iv) there shall have
occurred any outbreak or escalation of hostilities or any
change in financial markets or any calamity or crisis
that, in your judgment, is material or adverse, if the
effect of any such event specified in clauses (i) through
(iv), singly or together with any other such event makes
it, in your judgment, impracticable to market the
Designated Securities on the terms and in the manner
contemplated in the Prospectus;
(3) Section 8(a) is hereby amended by inserting on the
fifteenth line following the word "Underwriter" the words "as
such expenses are incurred."
(4) Section 8(b) is hereby amended by inserting on the
penultimate line following the word "Company" the words "as
such expenses are incurred."
(5) Section 8(c) is hereby amended by deleting the second
sentence and inserting in lieu thereof the following:
The indemnifying party, upon request of the indemnified
party, shall retain counsel reasonably satisfactory to
the indemnified party to represent the indemnified party
and any others the indemnifying party may designate in
such proceeding and shall pay the fees and disbursements
of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to
retain its own counsel, but the fees and expenses of such
counsel shall be at the expense of such indemnified party
unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such
counsel or (ii) the named parties to any such proceeding
(including any impleaded parties) include both the
indemnifying party and the indemnified party and
representation of both parties by the same counsel would
be inappropriate due to actual or potential differing
interests between them. It is understood that the
indemnifying party shall not, in connection with any
proceeding or related proceedings in the same
jurisdiction, be liable for (a) the fees and expenses of
more than one separate firm (in addition to any local
counsel) for the Underwriter and all persons, if any, who
control the Underwriter within the meaning of either
Section 15 of the Act or Section 20 of the Exchange Act
and (b) the fees and expenses of more than one separate
firm (in addition to any local counsel) for the Company,
its directors, its officers who sign the Registration
Statement and each person, if any, who controls the
Company within the meaning of either such Section. In
the case of any such separate firm for the Underwriter
and such control persons of the Underwriter, such firm
shall be designated by Morgan Stanley & Co. Incorporated.
In the case of any such separate firm for the Company and
such control persons of the Company, such firm shall be
designated by the Company. No indemnifying party shall,
without the prior written consent of the indemnified
party, 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.
Each reference to the Representatives herein and in the
provisions of the Underwriting Agreement so incorporated by
reference shall be deemed to refer to you. Unless otherwise defined
herein, terms defined in the Underwriting Agreement are used herein
as therein defined. The address of the Representatives referred to
in Section 12 of the Underwriting Agreement is your address as set
forth above.
A supplement to the Prospectus relating to the Designated
Securities, in the form heretofore delivered to you, is now
proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein and in
the Underwriting Agreement incorporated herein by reference, the
Company agrees to issue and sell to you, and you agree to purchase
from the Company, at the time and place and at the purchase price
set forth in Schedule I hereto, $100,000,000 in aggregate principal
amount of Designated Securities.
If the foregoing is in accordance with your understanding,
please sign and return to us two counterparts hereof, and upon
acceptance hereof by you, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated
herein by reference, shall constitute a binding agreement between
you and the Company.
Very truly yours,
DILLARD DEPARTMENT STORES, INC.
BY: _____________________________
Accepted as of the date hereof:
MORGAN STANLEY & CO. INCORPORATED
By: ___________________________
SCHEDULE I
Title of Designated Securities:
7.15% Notes due 2007
Aggregate principal amount:
$100,000,000
Price to Public:
99.788% of the principal amount of the Designated Securities
Purchase Price by Underwriters:
99.138% of the principal amount of the Designated Securities
Specified funds for payment of purchase price:
Federal Reserve (same day) Funds
Indenture:
Indenture, dated as of May 15, 1988, as supplemented, between
the Company and The Chase Manhattan Bank (formerly known as
Chemical Bank) as Trustee
Maturity:
February 1, 2007
Interest Rate:
7.15%
Interest Payment Dates:
February 1 and August 1, commencing August 1, 1997
Redemption Provisions:
No provisions for redemption or sinking fund
Time of Delivery:
10:00 a.m., New York City time, February 4, 1997
Closing Location:
Offices of Simpson Thacher & Bartlett, 425 Lexington Avenue,
New York, New York 10017-3909