Exhibit 1.1
Enron Oil & Gas Company
Underwriting Agreement
November 13, 1996
Enron Oil & Gas Company
1400 Smith Street
Houston, Texas 77002
Ladies and Gentlemen:
J. P. Morgan Securities Inc., Goldman, Sachs & Co.,
Morgan Stanley & Co. Incorporated and Salomon Brothers Inc
(the "Underwriters") understand that Enron Oil & Gas
Company, a Delaware corporation (the "Company"), proposes to
issue and sell $150,000,000 aggregate principal amount of
6.70% Notes due November 15, 2006 (the "Purchased
Securities"), registered on Registration Statement
No. 333-09919. Subject to the terms and conditions set
forth herein or incorporated by reference herein and
referred to below, the Company hereby agrees to sell and the
Underwriters agree to purchase, severally and not jointly,
the principal amount of such Purchased Securities set forth
below opposite their names at a purchase price equal to
99.178% of the principal amount thereof, plus accrued
interest, if any, from November 18, 1996:
Name Principal
Amount
J. P. Morgan Securities Inc. $ 37,500,000
Goldman, Sachs & Co. $ 37,500,000
Morgan Stanley & Co. Incorporated $ 37,500,000
Salomon Brothers Inc $ 37,500,000
Total $150,000,000
The Underwriters will pay for such Purchased Securities
upon confirmation of delivery thereof at the offices of
Bracewell & Patterson, L.L.P., South Tower Pennzoil Place,
711 Louisiana Street, Suite 2900, Houston, Texas 77002-2781
at 9:00 a.m. (Houston time) on November 18, 1996.
The Purchased Securities shall have the following
terms:
Maturity: November 15, 2006
Interest Rate: 6.70% per annum
Redemption Provisions: None
Interest Payment Dates: May 15 and November 15 of each
year, commencing May 15, 1997
Sinking Fund: None
Date referred to in Section 6(1) of the Standard
Provisions: November 18, 1996
Purchase Price: 99.178% of the principal amount thereof
Listing: None
Other Items: References in the Standard Provisions
(i) to registration of the Purchased Securities in
such names and in such denominations as requested
by the Underwriters at least three full business
days prior to the Closing Date, shall refer to one
business day prior to the Closing Date, (ii) in
Section 7 to the Registration Statement, any
preliminary prospectus or the Prospectus, or any
amendment or supplement to any of the foregoing
shall include, without limitation, any
electronically transmitted copies thereof,
including, without limitation, any copies filed
with the Commission pursuant to EDGAR, (iii) to
Lewis P. Chandler, Jr., as Senior Vice President
and General Counsel of the Company, shall refer to
Barry Hunsaker, Jr., Senior Vice President and
General Counsel of the Company or to Vinson &
Elkins L.L.P., as counsel for the Company, (iv) to
settlement in next business day funds shall refer
to settlement in immediately available funds
pursuant to settlement procedures of The Depository
Trust Company, and (v) to Sullivan & Cromwell, as
counsel to the Underwriters, shall refer to
Bracewell & Patterson, L.L.P. In addition,
(i) Sections 7(a) and 7(b) of the Enron Oil & Gas
Company Debt Securities Underwriting Agreement
Standard Provisions dated September 1, 1991 is
hereby amended to read as set forth in Annex A
hereto, and (ii) the Company is making the
representations and warranties attached hereto as
Annex B.
All statements, requests, notices, communications and
agreements hereunder shall be in writing, and if to the
Underwriter shall be delivered or sent by mail, telex or
facsimile transmission to the Underwriters in care of J.P.
Morgan Securities Inc. at 60 Wall Street, 13th Floor, New
York, New York 10260, Attention: Karen Giles, Associate,
Facsimile No. (202) 648-5151; and if to the Company shall be
delivered or sent by mail, telex or facsimile transmission
to it at 1400 Smith Street, Houston, Texas 77002, Attention:
Walter Wilson, Senior Vice President and Chief Financial
Officer, Facsimile No. (713) 646-2113.
Unless otherwise provided herein, all the provisions
contained in the document entitled Enron Oil & Gas Company
Debt Securities Underwriting Agreement Standard Provisions
dated September 1, 1991, a copy of which was filed as an
exhibit to, or incorporated by reference into, Registration
Statement No. 333-09919, are hereby incorporated herein by
reference in their entirety and shall be deemed to be a part
of this Agreement to the same extent as if such provisions
had been set forth in full herein.
Please confirm your agreement by having an authorized
officer sign a copy of this Agreement in the space set forth
below and returning the signed copy to us, and in addition
have an authorized officer send us no later than 5:00 p.m.
(New York time) on November 13, 1996 by wire, telex,
facsimile transmission or other written means, the following
message:
We have entered into the Underwriting Agreement
dated November 13, 1996 relating to the Purchased
Securities referred to therein by signing a copy
of the Underwriting Agreement and returning the
same or depositing the same in the mail to you.
Very truly yours,
J. P. MORGAN SECURITIES INC.
GOLDMAN, SACHS & CO.
MORGAN STANLEY & CO. INCORPORATED
SALOMON BROTHERS, INC
By: J. P. MORGAN SECURITIES INC.
By: /s/ Raymond A. Schmitt
Name: Raymond A. Schmitt
Title: Vice President
Accepted:
ENRON OIL & GAS COMPANY
By: /s/ Cedric W. Burgher
Name: Cedric W. Burgher
Title: Treasurer