EXHIBIT 1.2
Puget Sound Energy, Inc.
Senior Medium-Term Notes, Series B
Due 9 Months or More from Date of Issue
TERMS AGREEMENT
March 4, 1999
Puget Sound Energy, Inc.
000-000xx Xxxxxx X.X.
Xxxxxxxx, Xxxxxxxxxx 00000-0000
Attention: Treasurer
Subject in all respects to the terms and conditions of the Distribution
Agreement dated March 3, 1999 among Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated and Xxxxxxx Xxxxx Barney Inc. and you (the
"Agreement"), the undersigned (collectively, the "Purchasers") agree to purchase
the Senior Medium Term Notes, Series B (the "Notes") described below of Puget
Sound Energy, Inc. (the "Company") for sale to investors or agree to arrange
for the sale of Notes by the Company directly to investors. All capitalized
terms not defined herein shall have the meanings ascribed to such terms in the
Agreement.
The Company hereby appoints each of NationsBanc Xxxxxxxxxx Securities LLC
("NationsBanc"), Chase Securities, Inc. ("Chase Securities"), CIBC Xxxxxxxxxxx
Corp. ("CIBC") and First Chicago Capital Markets, Inc. ("First Chicago") and as
an agent under the Agreement in connection with the placement or purchase as
principal by each of them, in the respective amounts set forth on Annex B
hereto, of the Notes described herein and in the Company's Pricing Supplements,
each dated March 4, 1999, to the Company's Prospectus dated October 14, 1998 and
the Company's Prospectus Supplement dated March 3, 1999.
The Company agrees that with respect to the Notes, each of Chase
Securities, CIBC, First Chicago and NationsBanc, shall be entitled to the
benefit of the representations and warranties, agreements and indemnities
(including contribution) as agreed to by the Company in favor of the Agents
named in the Agreement to the same extent as if each of Chase Securities, CIBC,
First Chicago and NationsBanc were named as Agents thereunder.
THE NOTES
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10 Year Notes 30 Year Notes
Aggregate Principal Amount: $150,000,000 $100,000,000
Purchase Price: 99.875%-99.125% of 99.875%-99.125% of
Principal Amount Principal Amount
Priority: Senior Senior
Issue Price: 100% of Principal Amount 100% of Principal Amount
Currency or Currency Unit: United States Dollars United States Dollars
Interest Rate or Method of 6.46% per annum, 7.00% per annum,
Determining: accruing from March 9, accruing from March 9,
1999 1999
Date of Maturity: Xxxxx 0, 0000 Xxxxx 9, 2027
Interest Payment Dates: April 15 and October April 15 and October
15 of each year, except 15 of each year, except
as provided in the as provided in the
Pricing Supplement Pricing Supplement
Closing Date: March 9, 1999 Xxxxx 0, 0000
Xxxxxx of Payment: Immediately available Immediately available
funds funds
Trustee, Paying Agent and Xxxxx Xxxxxx Xxxx xxx Xxxxx Xxxxxx Xxxx and
Authenticating Agent: Trust Company Trust Company
Modification, if any, in the Each of the documents Each of the documents
requirements to deliver the required to be required to be
documents specified in the delivered in accordance delivered in accordance
Distribution Agreement: with the Distribution with the Distribution
Agreement shall be Agreement shall be
dated as of, and dated as of, and
delivered to each delivered to each
Purchaser on the Purchaser on the
Closing Date Closing Date
Other terms: The Notes shall have The Notes shall have
such additional terms such additional terms
as are specified in the as are specified in the
form of Pricing form of Pricing
Supplement, attached Supplement, attached
hereto as Annex A-1 hereto as Annex A-2
Allocation among Purchasers: Each of the Purchasers Each of the Purchasers
severally agrees to severally agrees to
purchase the respective purchase the respective
principal amount of principal amount of
Notes set forth next to Notes set forth next to
its name in Annex B and its name in Annex B and
each Purchaser shall be each Purchaser shall be
entitled to the entitled to the
percentage of the total percentage of the total
underwriting discounts underwriting discounts
indicated in Annex B indicated in Annex B
Default of Purchasers: The provisions set The provisions set
forth in Annex C hereto forth in Annex C hereto
are incorporated herein are incorporated herein
by reference by reference
Unless otherwise agreed upon between one or more Agents acting as principal
and the Company, between the date of this Agreement and the Settlement Date, the
Company will not, without the prior written consent of such Agent(s), issue,
sell, offer or contract to sell, grant any option for the sale of, or otherwise
dispose of, any debt securities of the Company (other than the Notes that are to
be sold pursuant to such agreement or commercial paper in the ordinary course of
business).
XXXXXXX XXXXX CO.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
XXXXXXX XXXXX BARNEY INC.
NATIONSBANK XXXXXXXXXX
SECURITIES LLC
CHASE SECURITIES, INC.
CIBC XXXXXXXXXXX CORP.
FIRST CHICAGO CAPITAL MARKETS, INC.
By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
By: /s/ Xxxxx X. Xxxxxxxx
---------------------------
Xxxxx X. Xxxxxxxx
Title: Authorized Signatory
Accepted:
PUGET SOUND ENERGY, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Treasurer
