EXHIBIT 1.1
EL PASO CORPORATION
Medium Term Notes
TERMS AGREEMENT
January 8, ▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ Securities LLC
NC1-007-07-01
Bank of America Corporate Center
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
ABN AMRO Incorporated
1325 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
BNP Paribas Securities Corp.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Credit Lyonnais Securities (USA) Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇.▇. ▇▇▇▇▇▇ Securities Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
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, as amended by the First Amendment to
Distribution Agreement, dated January 7, 2002, and the Second Amendment to
Distribution Agreement, dated January 8, 2002 (the "Distribution Agreement"),
between the Company on the one hand and Banc of America Securities LLC, ABN AMRO
Incorporated, BNP Paribas Securities Corp., Credit Lyonnais Securities (USA)
Inc. and ▇.▇. ▇▇▇▇▇▇ 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.
[THE REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK]
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/ ▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
Title: Vice President
-----------------------------------
Accepted:
BANC OF AMERICA SECURITIES LLC
By: /s/ ▇▇▇▇ ▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
-----------------------------
Title: Principal
----------------------------
ABN AMRO INCORPORATED
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
Title: Managing Director
----------------------------
BNP PARIBAS SECURITIES CORP.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------
Title: Authorized Signatory
----------------------------
CREDIT LYONNAIS SECURITIES (USA) INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
Title: Managing Director
----------------------------
▇.▇. ▇▇▇▇▇▇ SECURITIES INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------
Title: Vice President
----------------------------
Schedule
Title of Purchased Securities:
7.750% MEDIUM TERM NOTES
Aggregate Principal Amount:
US $1,100,000,000
Price to the Public:
99.170%
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 ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ BANK, AS TRUSTEE
Time of Delivery:
JANUARY 11, 2002
Closing Location for Delivery of Securities:
OFFICES OF COUNSEL TO THE AGENTS:
▇▇▇▇▇ LIDDELL & ▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Maturity Date:
JANUARY 15, 2032
Interest Rate:
7.750%
Interest Payment Dates:
JULY 15 AND JANUARY 15, COMMENCING JULY 15, 2002
CUSIP No.:
28368E AE 6
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 US $550,000,000
ABN AMRO INCORPORATED US $137,500,000
BNP PARIBAS SECURITIES CORP. US $137,500,000
CREDIT LYONNAIS SECURITIES (USA) INC. US $137,500,000
▇.▇. ▇▇▇▇▇▇ SECURITIES INC. US $137,500,000