EXHIBIT 1.3
FIRST AMENDMENT
TO
DISTRIBUTION AGREEMENT
THIS FIRST AMENDMENT TO DISTRIBUTION AGREEMENT (the "Amendment") to
that certain DISTRIBUTION AGREEMENT, dated as of July 24, 2001 (the
"Distribution Agreement"), is made and entered into as of the 7th day of
January, 2002, by and among El Paso Corporation, a Delaware corporation (the
"Company"), and the Agents named in the Distribution Agreement (the "Agents").
WHEREAS, the Company and the Agents desire to amend the Distribution
Agreement to increase the aggregate initial offering price of the Company's
Medium Term Notes (the "Notes") to be offered thereunder from $900,000,000 to
$1,620,000,000, of which $700,000,000 has been previously issued by the Company,
and to revise the definition of "Prospectus" to include the Company's prospectus
supplement dated January 7, 2002.
NOW, THEREFORE, in consideration of the mutual benefits to be derived
and the promises contained herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and intending to
be legally bound hereby, the Company and the Agents agree as follows:
1. The first sentence of the Distribution Agreement is hereby
amended by and deleting it in its entirety and replacing it as follows:
"El Paso Corporation, a Delaware corporation (the
"Company"), confirms its agreement with each of you
(each an "Agent" and collectively the "Agents") with
respect to the issue and sale by the Company of its
Medium Term Notes (the "Notes") having an aggregate
initial offering price of up to $1,620,000,000 (or
the equivalent thereof if any of the Notes are
denominated in one or more foreign currencies or
foreign composite currency units) plus any additional
amounts as may be issued pursuant to a Registration
Statement filed under Rule 462(b) of the Securities
Act.";
2. Section 1(a) of the Distribution Agreement is hereby
amended by deleting the clause "the base prospectus relating to the
Notes constituting a part of such registration statement as
supplemented by that certain prospectus supplement, dated as of July
24, 2001 relating to the Notes, including in each case any documents
incorporated by reference therein as of such filing, being hereinafter
called the "Prospectus;" and replacing such clause with the following:
"the base prospectus relating to the Notes
constituting a part of such registration statement as
supplemented by that certain prospectus supplement,
dated as of January 7, 2002 relating to the Notes,
including in
each case any documents incorporated by reference
therein as of such filing, being hereinafter called
the "Prospectus;"
3. This Amendment may be executed in any number of
counterparts, and each such counterpart hereof shall be deemed to be an
original instrument, but all such counterparts together shall
constitute but one agreement; and
4. Except as specifically amended hereby, the Distribution
Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.
EL PASO CORPORATION
By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx, Vice President
BANC OF AMERICA SECURITIES LLC
By: /s/ Xxxx Xxxxx
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Xxxx Xxxxx, Principal
ABN AMRO INCORPORATED
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
X.X. XXXXXX SECURITIES INC.
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx, Vice President
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