UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report:
July 19, 2006
EL
PASO CORPORATION
(Exact
name of Registrant as specified in its charter)
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Delaware
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1-14365
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76-0568816
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(State
or
other jurisdiction of
incorporation
or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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El
Paso Building
1001
Louisiana Street
Houston,
Texas 77002
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (713) 420-2600
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry into a Material Definitive Agreement.
On
July 19,
2006, El Paso Corporation entered into a five-year, $500,000,000 Revolving
Credit Facility (the “Credit
Agreement”)
with Deutsche
Bank AG New York Branch, as initial lender and issuing bank. The
obligations of El Paso under the Credit Agreement are unsecured and are not
guaranteed by any of El Paso’s subsidiaries or affiliates. Under the Credit
Agreement, El Paso can request letters of credit to be issued or revolving
loans to be made by the lender(s) up to a maximum of $500 million.
El Paso will pay the lender customary fees for letters of credit, a
semi-annual fixed rate facility fee of 2.341% per annum and interest on
revolving loans at a floating rate based on LIBOR. After the occurrence of
an
Event of Default (as defined below) or certain other events, however, the
interest rate on revolving loans will convert from a floating rate to a fixed
rate of 5.409% per annum.
The
Credit
Agreement includes certain covenants of El Paso, including, without
limitation, covenants that limit the ability of El Paso and specified
restricted subsidiaries (1) to create liens (other than specified permitted
liens), (2) to enter into sale-leaseback transactions or to dispose of all,
or substantially all, of its assets as an entirety or (3) to consolidate or
merge with or into other companies.
Any
loans and
reimbursement obligations are required to be repaid on the earlier of
July 15, 2011 and the date that all such borrowings and reimbursement
obligations are accelerated as a result of an “Event of Default” under the
Credit Agreement. Upon such an acceleration, El Paso is also required to
deposit
cash equal to the undrawn letters of credit and to pay accrued interest,
fees
and other amounts. Events of Default under the Credit Agreement
include:
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El
Paso’s
failure to pay (i) any loan or reimbursement obligation when due
or
(ii) interest or other amounts (other than principal amounts) due on
any loan or reimbursement obligation due under the Credit Agreement
within
30 days after it becomes due;
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El
Paso’s
failure to comply with any of the terms, covenants or warranties
under the
Credit Agreement for 60 days after El Paso receives notice of such
failure to comply; and
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Certain
bankruptcy-related events.
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If
El Paso
voluntarily elects to terminate the lender’s commitment under the Credit
Agreement, then El Paso will be required to repay outstanding loans, cash
collateralize all undrawn letters of credit and pay certain breakage
costs.
The
foregoing
description of the Credit Agreement is qualified in its entirety by reference
to
the Credit Agreement, a copy of which is filed as Exhibit 10.A to this
report.
Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
See
description
above in Item 1.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
Number
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Description
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10.A
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Credit Agreement dated as of July 19, 2006 among El Paso Corporation, as Borrower, Deutsche Bank AG New York Branch, as Initial Lender, Issuing Bank, Administrative Agent and Collateral Agent. | |
SIGNATURES
Pursuant
to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto
duly
authorized.
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EL
PASO CORPORATION
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By:
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/s/
John R. Sult
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John
R. Sult
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Senior
Vice President and Controller
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(Principal
Accounting Officer)
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Dated: July
19, 2006
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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10.A
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Credit
Agreement dated as of July 19, 2006 among El Paso Corporation,
as
Borrower, Deutsche Bank AG New York Branch, as Initial Lender,
Issuing
Bank, Administrative Agent and Collateral
Agent.
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