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EXHIBIT 1.1
EL PASO CORPORATION
Medium Term Notes
TERMS AGREEMENT
July 25, 2001
X.X. Xxxxxx Securities Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
ABN AMRO Incorporated
1325 Avenue of the Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Banc of America Securities LLC
NC1-007-07-01
Bank of America Corporate Center
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Ladies and Gentlemen:
El Paso Corporation, a Delaware corporation (the "Company"), proposes,
subject to the terms and conditions stated herein and in the Distribution
Agreement, dated July 24, 2001 (the "Distribution Agreement"), between the
Company on the one hand and Banc of America Securities LLC, ABN AMRO
Incorporated and X.X. Xxxxxx 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
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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.
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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 CORPORATION
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
-----------------------------------
Title: Vice President
----------------------------------
Accepted:
X.X. XXXXXX SECURITIES INC.
By: /s/ Xxxxxx Xxxxxx
----------------------------------
Name: Xxxxxx Xxxxxx
--------------------------------
Title: Vice President
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ABN AMRO INCORPORATED
By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
--------------------------------
Title: Managing Director
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BANC OF AMERICA SECURITIES LLC
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
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Title: Associate
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Schedule
Title of Purchased Securities:
7.80% MEDIUM TERM NOTES
Aggregate Principal Amount:
US$700,000,000
Price to the Public:
99.232%
Agents Discount or Commission:
0.875%
Method of, and Specified Funds for, Payment of Purchase Price:
BY WIRE TRANSFER TO A BANK ACCOUNT SPECIFIED BY THE COMPANY IN
IMMEDIATELY AVAILABLE FUNDS
Senior Indenture:
INDENTURE, DATED AS OF MAY 10, 1999, AS AMENDED AND SUPPLEMENTED,
BETWEEN THE COMPANY AND THE CHASE MANHATTAN BANK, AS TRUSTEE
Time of Delivery:
JULY 30, 2001
Closing Location for Delivery of Securities:
OFFICES OF COUNSEL TO THE AGENTS:
XXXXX XXXXXXX & XXXX LLP
000 XXXXXX, XXXXX 0000
XXXXXXX, XXXXX 00000
Maturity Date:
AUGUST 1, 2031
Interest Rate:
7.80%
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Interest Payment Dates:
FEBRUARY 1 AND AUGUST 1, COMMENCING FEBRUARY 1, 2002
CUSIP No.:
28368E AD 8
Documents to be Delivered:
THE FOLLOWING DOCUMENTS REFERRED TO IN THE DISTRIBUTION AGREEMENT SHALL
BE DELIVERED AS A CONDITION TO THE CLOSING:
(1) THE OPINION OF COUNSEL TO THE AGENTS REFERRED TO IN SECTION
5(b).
(2) THE OPINION OF COUNSEL TO THE COMPANY REFERRED TO IN SECTION
5(c).
(3) THE OFFICERS' CERTIFICATE REFERRED TO IN SECTION 5(d).
(4) THE ACCOUNTANTS' LETTER REFERRED TO IN SECTION 5(e).
Other:
THE NOTES ARE BEING PURCHASED IN THE AMOUNTS INDICATED BY THE
UNDERWRITERS LISTED BELOW, INDIVIDUALLY AS PRINCIPAL.
X.X. XXXXXX SECURITIES INC. US$ 420,000,000
ABN AMRO INCORPORATED US$ 140,000,000
BANC OF AMERICA SECURITIES LLC US$ 140,000,000
