El Paso Corporation Medium Term Notes Terms Agreement with J.P. Morgan, ABN AMRO, and Banc of America (July 25, 2001)

Summary

El Paso Corporation has entered into an agreement with J.P. Morgan Securities Inc., ABN AMRO Incorporated, and Banc of America Securities LLC to issue and sell $700 million in 7.80% Medium Term Notes due August 1, 2031. The agents will purchase the notes at a specified price and resell them to the public. The agreement outlines the purchase terms, payment method, delivery details, and required closing documents. This contract is governed by the terms of a prior Distribution Agreement and is binding upon acceptance by all parties.

EX-1.1 3 h89372ex1-1.txt TERMS AGREEMENT 1 EXHIBIT 1.1 EL PASO CORPORATION Medium Term Notes TERMS AGREEMENT July 25, 2001 J.P. Morgan Securities Inc. 270 Park Avenue New York, New York 10017-2070 ABN AMRO Incorporated 1325 Avenue of the Americas, 10th Floor New York, New York 10019 Banc of America Securities LLC NC1-007-07-01 Bank of America Corporate Center 100 North Tryon Street Charlotte, North Carolina 28255 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 J.P. Morgan 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 2 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. 3 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/ John Hopper ------------------------------------ Name: John Hopper ----------------------------------- Title: Vice President ---------------------------------- Accepted: J.P. MORGAN SECURITIES INC. By: /s/ Robert Gelnaw ---------------------------------- Name: Robert Gelnaw -------------------------------- Title: Vice President ------------------------------- ABN AMRO INCORPORATED By: /s/ David Wood ---------------------------------- Name: David Wood -------------------------------- Title: Managing Director ------------------------------- BANC OF AMERICA SECURITIES LLC By: /s/ Sammy Hicks ---------------------------------- Name: Sammy Hicks -------------------------------- Title: Associate ------------------------------- 4 Schedule Title of Purchased Securities: 7.80% MEDIUM TERM NOTES Aggregate Principal Amount: US$700,000,000 Price to the Public: 99.232% Agents Discount or Commission: 0.875% Method of, and Specified Funds for, Payment of Purchase Price: BY WIRE TRANSFER TO A BANK ACCOUNT SPECIFIED BY THE COMPANY IN IMMEDIATELY AVAILABLE FUNDS Senior Indenture: INDENTURE, DATED AS OF MAY 10, 1999, AS AMENDED AND SUPPLEMENTED, BETWEEN THE COMPANY AND THE CHASE MANHATTAN BANK, AS TRUSTEE Time of Delivery: JULY 30, 2001 Closing Location for Delivery of Securities: OFFICES OF COUNSEL TO THE AGENTS: LOCKE LIDDELL & SAPP LLP 600 TRAVIS, SUITE 3500 HOUSTON, TEXAS 77002 Maturity Date: AUGUST 1, 2031 Interest Rate: 7.80% 5 Interest Payment Dates: FEBRUARY 1 AND AUGUST 1, COMMENCING FEBRUARY 1, 2002 CUSIP No.: 28368E AD 8 Documents to be Delivered: THE FOLLOWING DOCUMENTS REFERRED TO IN THE DISTRIBUTION AGREEMENT SHALL BE DELIVERED AS A CONDITION TO THE CLOSING: (1) THE OPINION OF COUNSEL TO THE AGENTS REFERRED TO IN SECTION 5(b). (2) THE OPINION OF COUNSEL TO THE COMPANY REFERRED TO IN SECTION 5(c). (3) THE OFFICERS' CERTIFICATE REFERRED TO IN SECTION 5(d). (4) THE ACCOUNTANTS' LETTER REFERRED TO IN SECTION 5(e). Other: THE NOTES ARE BEING PURCHASED IN THE AMOUNTS INDICATED BY THE UNDERWRITERS LISTED BELOW, INDIVIDUALLY AS PRINCIPAL. J.P. MORGAN SECURITIES INC. US$ 420,000,000 ABN AMRO INCORPORATED US$ 140,000,000 BANC OF AMERICA SECURITIES LLC US$ 140,000,000