Second Amendment to Distribution Agreement among El Paso Corporation and Agents (including BNP Paribas and Credit Lyonnais)

Summary

This amendment updates the existing Distribution Agreement between El Paso Corporation and its agents to add BNP Paribas Securities Corp. and Credit Lyonnais Securities (USA) Inc. as new agents. All other terms of the original agreement remain unchanged. The amendment is effective as of January 8, 2002, and is executed by all parties involved.

EX-1.4 5 h93397ex1-4.txt 2ND AMENDMENT TO DISTRIBUTION AGREEMENT EXHIBIT 1.4 SECOND AMENDMENT TO DISTRIBUTION AGREEMENT THIS SECOND AMENDMENT TO DISTRIBUTION AGREEMENT (the "Amendment") to that certain DISTRIBUTION AGREEMENT, dated as of July 24, 2001(the "Distribution Agreement"), as amended by that certain FIRST AMENDMENT TO DISTRIBUTION AGREEMENT, dated as of January 7, 2002 (the "First Amendment to Distribution Agreement"), is made and entered into as of the 8th day of January, 2002, by and among El Paso Corporation, a Delaware corporation (the "Company"), and the Agents named herein (the "Agents"). WHEREAS, the Company and the Agents desire to amend the Distribution Agreement to provide that BNP Paribas Securities Corp. and Credit Lyonnais Securities (USA) Inc. shall each be an "Agent" as defined in the introductory paragraph of the Distribution Agreement. 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 parties to and addressees of the Distribution Agreement are hereby amended to include: BNP Paribas Securities Corp. 787 Seventh Avenue New York, NY 10019 Credit Lyonnais Securities (USA) Inc. 1301 Avenue of the Americas New York, NY 10019 2. 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 3. Except as specifically amended hereby and by the First Amendment to Distribution Agreement, the Distribution Agreement shall remain in full force and effect. [THE REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK] IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. EL PASO CORPORATION By: /s/ John Hopper -------------------------------------- John Hopper, Vice President BANC OF AMERICA SECURITIES LLC By: /s/ Lily Chang -------------------------------------- Lily Chang, Principal ABN AMRO INCORPORATED By: /s/ Linda A. Dawson -------------------------------------- Linda A. Dawson BNP PARIBAS SECURITIES CORP. By: /s/ Christine Smith Howard -------------------------------------- Christine Smith Howard, Authorized Signatory CREDIT LYONNAIS SECURITIES (USA) INC. By: /s/ David C. Travis -------------------------------------- David C. Travis, Managing Director J.P. MORGAN SECURITIES INC. By: /s/ Maria Sramek -------------------------------------- Maria Sramek, Vice President