Exhibit 1.2
FIRST AMENDMENT
TO
RESTATED DISTRIBUTION AGREEMENT
THIS FIRST AMENDMENT TO RESTATED DISTRIBUTION AGREEMENT
(the "Amendment") to that certain RESTATED DISTRIBUTION
AGREEMENT, dated as of October 5, 2000 (the "Distribution
Agreement"), is made and entered into as of the 13th day of
December, 2000, by and among El Paso Energy 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 $600,000,000 to $900,000,000, and to
revise the definition of "Prospectus" to include the Company's
prospectus supplement dated December 13, 2000.
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 deleting it in its entirety and replacing it as
follows:
"El Paso Energy 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 $900,000,000 (or the
equivalent thereof if any of the Notes are denominated
in one or more foreign currencies or foreign composite
currency units).";
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
December 14, 1999 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
December 13, 2000 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 ENERGY CORPORATION
By: /s/ C. Dana Rice
C. Dana Rice
Senior Vice President
and Treasurer
BANC OF AMERICA SECURITIES LLC
By: /s/ Lynn T. McConnell
Lynn T. McConnell
Managing Director
ABN AMRO INCORPORATED
By: /s/ Linda A. Dawson
Linda A. Dawson
Managing Director
CHASE SECURITIES INC.
By: /s/ Robert S. Gelnaw
Robert S. Gelnaw
