DILLARD'S, INC.
("Company")
Debt Securities
TERMS AGREEMENT
November 10, 1998
Dillard's, Inc.
1600 Cantrell Road
Little Rock, Arkansas 72201
Attention: Vice President and Treasurer
Dear Sirs:
We offer to purchase, on and subject to the terms and
conditions of the Underwriting Agreement Basic Provisions filed
as an exhibit to the Company's registration statement on Form S-3
(No. 333-59183) ("Underwriting Agreement"), the following
securities ("Securities") to be issued under an indenture, dated
as of May 15, 1988, as supplemented by a First Supplemental
Indenture dated as of December 16, 1988, a Second Supplemental
Indenture dated as of September 14, 1990, and a Third
Supplemental Indenture dated as of August 7, 1998, between the
Company and The Chase Manhattan Bank, as Trustee, on the
following terms:
Title: 6.625% Notes Due November 15, 2008
Aggregate Principal Amount: $100,000,000
Interest: 6.625% per annum, from November 16, 1998, payable
semiannually on May 15 and November 15 and commencing May 15,
1999, to holders of record on the preceding May 1 or November 1,
as the case may be.
Maturity: November 15, 2008
Redemption: No provisions for redemption.
Purchase Price: 99.104% of the principal amount of the
Securities, plus accrued interest from November 16, 1998, if any.
Expected Reoffering Price: 99.754% of the principal amount
of the Securities, plus accrued interest from November 16, 1998,
if any.
Specified Funds for Payment of Purchase Price: Federal (same-
day) funds.
Closing Date: 10:00 a.m. on November 16, 1998 at the offices
of Simpson Thacher & Bartlett, 425 Lexington Avenue, New York,
New York 10017.
Name and Address of Representatives:
Chase Securities Inc.
270 Park Avenue, 8th Floor
New York, New York 10017
It is understood that we may, with your consent, amend this
offer to add additional Underwriters and reduce the aggregate
principal amount to be purchased by us by the aggregate principal
amount to be purchased by such additional Underwriters.
The provisions of the Underwriting Agreement are
incorporated herein by reference; provided, however, the
Underwriting Agreement shall be amended, for purposes of this
Terms Agreement only, as follows:
(1) Section 7(a) is hereby amended by inserting
on the sixteenth line following the word "Underwriter"
the words "as such expenses are incurred."
(2) Section7(b) is hereby amended by inserting on
the penultimate line following the word "Company" the
words "as such expenses are incurred."
(3) Section 7(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 Underwriters and
all persons, if any, who control the
Underwriters 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
Underwriters and such control persons of the
Underwriters, such firm shall be designated
by Chase Securities Inc. 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.
The Securities will be made available for checking and
packaging at the office of Chase Securities Inc. at least 24
hours prior to the Closing Date.
Please signify your acceptance of our offer by signing the
enclosed response to us in the space provided and returning it to
us.
Very truly yours,
CHASE SECURITIES INC.
By: /s/ Michael D. DiGiacomo
Name: Michael D. DiGiacomo
Title: Vice President
To: Chase Securities Inc.
270 Park Avenue, 8th Floor
New York, New York 10017
We accept the offer contained in your letter dated November
10, 1998, relating to $100,000,000 principal amount of our 6.625%
Notes due November 15, 2008. We also confirm that, to the best
of our knowledge after reasonable investigation, the
representations and warranties of the undersigned in the
Underwriting Agreement filed as an exhibit to the undersigned's
registration statement on Form S-3 (No. 333-59183) ("Underwriting
Agreement") are true and correct, no stop order suspending the
effectiveness of the Registration Statement (as defined in the
Underwriting Agreement) or of any part thereof has been issued
and no proceedings for that purpose have been instituted or, to
the knowledge of the undersigned, are contemplated by the
Securities and Exchange Commission and, subsequent to the
respective dates of the most recent financial statements in the
Prospectus (as defined in the Underwriting Agreement), there has
been (or in the case of a form of prospectus filed pursuant to
Rule 424(b)(1) or (4) there will be, as of the date of such
prospectus) no material adverse change in the financial position
or results of operations of the undersigned and its subsidiaries
except as set forth in or contemplated by the Prospectus.
Very truly yours,
DILLARD'S, INC.
By: /s/ James I. Freeman
Name: James I. Freeman
Title: Senior Vice President and
Chief Financial Officer