EXHIBIT 1.1
EL PASO ENERGY CORPORATION
Medium Term Notes
TERMS AGREEMENT
December 6, 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/ C. Dana Rice
----------------------
Name: C. Dana Rice
Title: Senior Vice President
and Treasurer
Accepted:
BANC OF AMERICA SECURITIES LLC
By: /s/ Lynn McConnell
------------------
Name: Lynn McConnell
Title: Managing Director
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:
7.375% Medium Term Senior Notes
Aggregate Principal Amount:
US$ 300,000,000
Price to the Public:
99.983%
Agents Discount or Commission:
0.625%
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 (the "Indenture"), dated as of May 10, 1999, as
amended and supplemented, between the Company and The Chase
Manhattan Bank, as Trustee (the "Trustee")
Time of Delivery:
December 11, 2000
Closing Location for Delivery of Securities:
Offices of Counsel to the Agents:
Locke Liddell & Sapp LLP
600 Travis, Suite 3400
Houston, Texas 77002
Maturity Date:
December 15, 2012
Interest Rate:
7.375%
Redemption:
The Purchased Securities will be subject to redemption at
the option of the Company at any time, in whole or from time to
time in part, at the Make-Whole Price (as defined below), on
notice given no more than 60 nor less than 30 calendar days prior
to the date of redemption. "Make-Whole Price" means an amount
equal to the greater of (i) 100% of the principal amount of the
Purchased Securities to be redeemed and (ii) as determined by an
Independent Investment Banker, the sum of the present values of
the remaining scheduled payments of principal and interest
thereon (not including any portion of such payments of interest
accrued as of the date of redemption) discounted to the date of
redemption on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate (as
defined below) plus 25 basis points, plus, in the case of both
(i) and (ii), accrued and unpaid interest to the date of
redemption. Unless the Company defaults in payment of the Make-
Whole Price, on and after the date of redemption, interest will
cease to accrue on the Purchased Securities to be redeemed.
"Business Day" means each Monday, Tuesday, Wednesday,
Thursday and Friday that is neither a legal holiday nor a day on
which banking institutions are generally authorized or obligated
by law or executive order to close in The City of New York or any
other place or places where the principal of (and premium, if
any) and interest on the Purchased Securities is payable.
"Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a
maturity comparable to the remaining term of the Purchased
Securities to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Purchased Securities.
"Comparable Treasury Price" means, with respect to any date
of redemption, (i) the average of five Reference Treasury Dealer
Quotations for such date of redemption, after excluding the
highest and lowest of such Reference Treasury Dealer Quotations,
or (ii) if the Trustee obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such Reference
Treasury Dealer Quotations.
"Independent Investment Banker" means one of the Reference
Treasury Dealers appointed by the Trustee after consultation with
the Company.
"Reference Treasury Dealer" means (i) Banc of America
Securities LLC; ABN AMRO Incorporated; and Chase Securities Inc.
and their respective successors; provided, however, that if any
of the foregoing shall not be a primary U.S. government
securities dealer in New York City (a "Primary Treasury Dealer"),
the Company shall substitute therefor another Primary Treasury
Dealer; and (ii) any two other Primary Treasury Dealers the
Company selects.
"Reference Treasury Dealer Quotations" means, with respect
to each Reference Treasury Dealer and any date of redemption, the
average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case
as a percentage of its principal amount) quoted in writing to the
Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding such date of redemption.
"Treasury Rate" means, with respect to any date of
redemption, (i) the yield, under the heading which represents the
average for the immediately preceding week, appearing in the most
recently published statistical release designated "H.15(519)" or
any successor publication that is published weekly by the Board
of Governors of the Federal Reserve System and that establishes
yields on actively traded United States Treasury securities
adjusted to constant maturity under the caption "Treasury
Constant Maturities," for the maturity corresponding to the
Comparable Treasury Issue (if no maturity is within three months
before or after the stated maturity, yields for the two published
maturities most closely corresponding to the Comparable Treasury
Issue shall be determined, and the Treasury Rate shall be
interpolated or extrapolated from such yields on a straight-line
basis, rounding to the nearest month) or (ii) if such release (or
any successor release) is not published during the week preceding
the calculation date or does not contain such yields, the rate
per annum equal to the semi-annual equivalent yield to maturity
of the Comparable Treasury Issue, calculated using a price for
the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such
date of redemption. The Treasury Rate shall be calculated on the
third Business Day preceding the date of redemption.
Notwithstanding Section 1104 of the Indenture, the notice of
redemption with respect to the foregoing redemption need not set
forth the Make-Whole Price but only the manner of calculation
thereof. The Company shall notify the Trustee of the Make-Whole
Price with respect to any redemption promptly after the
calculation thereof, and the Trustee shall not be responsible for
such calculation.
Interest Payment Dates:
June 15 and December 15, commencing June 15, 2001
CUSIP No.:
28368E AB 2
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 Purchased Securities are being purchased in the amounts
indicated by the underwriters listed below, individually as
principal.
Banc of America Securities LLC US$ 180,000,000
ABN AMRO Incorporated US$ 60,000,000
Chase Securities Inc. US$ 60,000,000
