EXHIBIT 1.2
EL PASO ENERGY CORPORATION
Medium-Term Notes
TERMS AGREEMENT
October 5, 2000
Banc of America Securities LLC
NC1-007-07-01
Bank of America Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255
ABN AMRO Incorporated
1325 Avenue of the Americas, 10th Floor
New York, New York 10019
Chase Securities Inc.
270 Park Avenue, 8th Floor
New York, New York 10017-2070
Ladies and Gentlemen:
El Paso Energy Corporation, a Delaware corporation (the
"Company"), proposes, subject to the terms and conditions stated
herein and in the Restated Distribution Agreement, dated October
5, 2000 (the "Distribution Agreement"), between the Company on
the one hand and Banc of America Securities LLC, ABN AMRO
Incorporated and Chase Securities Inc. (together, the "Agents")
on the other, to issue and sell to the Agents the securities
specified in the Schedule hereto (the "Purchased Securities").
Each of the provisions of the Distribution Agreement not
specifically related to the solicitation by the Agents, as agents
of the Company, of offers to purchase the Purchased Securities is
incorporated herein by reference in its entirety, and shall be
deemed to be part of this Terms Agreement to the same extent as
if such provision had been set forth in full herein. Nothing
contained herein or in the Distribution Agreement shall make any
party hereto an agent of the Company or make such party subject
to the provisions therein relating to the solicitation of offers
to purchase securities from the Company, solely by virtue of its
execution of this Terms Agreement. Each of the representations
and warranties set forth therein shall be deemed to have been
made at and as of the date of this Terms Agreement, except that
each representation and warranty in Section 1 of the Distribution
Agreement which makes reference to the Prospectus shall be deemed
to be a representation and warranty as of the date of the
Distribution Agreement in relation to the Prospectus (as therein
defined), and also a representation and warranty as of the date
of this Terms Agreement in relation to the Prospectus as amended
and supplemented to relate to the Purchased Securities.
An amendment to the Registration Statement, or a supplement
to the Prospectus, as the case may be, relating to the Purchased
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 Distribution Agreement incorporated herein by reference, the
Company agrees to issue and sell to the Agents, and the Agents
agree to purchase from the Company the Purchased Securities, at
the time and place, in the principal amount and at the purchase
price set forth in the Schedule hereto.
If the foregoing is in accordance with your understanding,
please sign and return to us a counterpart hereof, and upon
acceptance hereof by you, this letter and such acceptance hereof,
including those provisions of the Distribution Agreement
incorporated herein by reference, shall constitute a binding
agreement between you and the Company.
EL PASO ENERGY CORPORATION
By: /s/ H. Brent Austin
-----------------------
Name: H. Brent Austin
Title: Executive Vice President
Accepted:
BANC OF AMERICA SECURITIES LLC
By: /s/ Lily Chang
---------------
Name: Lily Chang
Title: Principal
ABN AMRO INCORPORATED
By: /s/ Linda A. Dawson
---------------------
Name: Linda A. Dawson
Title: Managing Director
CHASE SECURITIES INC.
By: /s/ Peter Madonia
---------------------
Name: Peter Madonia
Title: Managing Director
Schedule
Title of Purchased Securities:
8.050% Medium Term Senior Notes
Aggregate Principal Amount:
USD300,000,000
Price to the Public:
99.561%
Agents Discount or Commission:
0.875%
Method of, and Specified Funds for, Payment of Purchase Price:
By wire transfer to a bank account specified by the Company
in immediately available funds
Senior Indenture:
Indenture, dated as of May 10, 1999, as amended and
supplemented, between the Company and The Chase Manhattan
Bank, as Trustee
Time of Delivery:
October 11, 2000
Closing Location for Delivery of Securities:
Offices of Counsel to the Agents:
Locke Liddell & Sapp LLP
600 Travis, Suite 3500
Houston, Texas 77002
Maturity Date:
October 15, 2030
Interest Rate:
8.050%
Interest Payment Dates:
April 15 and October 15
CUSIP No.:
28368E AA 4
Documents to be Delivered:
The following documents referred to in the Distribution
Agreement shall be delivered as a condition to the Closing:
(1) The opinion of counsel to the Agents referred to in
Section 5(b).
(2) The opinion of counsel to the Company referred to in
Section 5(c).
(3) The officers' certificate referred to in Section 5(d).
(4) The accountants' letter referred to in Section 5(e).
Other:
The Notes are being purchased in the amounts indicated by
the underwriters listed below, individually as principal.
Banc of America Securities LLC USD180,000,000
ABN AMRO Incorporated USD 60,000,000
Chase Securities Inc. USD 60,000,000
The Chase Manhattan Bank as Trustee will credit The
Depository Trust Company account of Banc of America
Securities LLC (#5235) with the proceeds and will not credit
co-managers accounts. Once the credit is deposited in its
account, Banc of America Securities LLC will credit the co-
managers and The Depository Trust Company will automatically
credit the issuer's account with the proceeds.
