##### Table of Contents



UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    20549
  Form 10-Q
  (Mark One)þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
    THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    September 30, 2006oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File
    Number 333-106586
   El Paso
    Exploration & Production Company
 (Exact name of registrant as
    specified in its charter)
   Delaware

76-0659544(State or other jurisdiction of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)El Paso Building
    1001 Louisiana Street
    Houston, Texas

77002(Zip Code)(Address of principal executive
    offices)   Telephone Number:
    (713) 420-2600
 (Registrants telephone
    number, including area code)
  þ o
  Rule 12b-2
  Large
    accelerated filer o
    Accelerated
    filer o
    Non-accelerated
    filer þ  Rule 12b-2 o þ
      EL PASO EXPLORATION & PRODUCTION COMPANY MEETS THE
    CONDITIONS OF GENERAL INSTRUCTION H(1)(a) AND (b) TO
    FORM 10-Q
    AND IS THEREFORE FILING THIS REPORT WITH A REDUCED DISCLOSURE
    FORMAT AS PERMITTED BY SUCH INSTRUCTION.




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##### 



EL PASO
    EXPLORATION & PRODUCTION COMPANY
  TABLE OF CONTENTS
  Caption



PagePART I 
    Financial InformationItem 1.

Financial
    Statements


1Item 2.

Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


11Item 3.

Quantitative and
    Qualitative Disclosures About Market Risk


*Item 4.

Controls and
    Procedures


17PART II 
    Other InformationItem 1.

Legal
    Proceedings


18Item 1A.

Risk
    FactorsCautionary
    Statements for Purposes of the Safe Harbor
    Provisions of the Private Securities Litigation Reform Act of
    1995


18Item 2.

Unregistered Sales
    of Equity Securities and Use of Proceeds


*Item 3.

Defaults Upon
    Senior Securities


*Item 4.

Submission of
    Matters to a Vote of Security Holders


*Item 5.

Other
    Information


18Item 6.

Exhibits


19Signatures


20Sixth Supplemental IndentureWaiver and ConsentCertification of Principal Executive Officer Pursuant to Section 302Certification of Chief Financial Officer Pursuant to Section 302Certification of Principal Executive Officer Pursuant to Section 906Certification of Chief Financial Officer Pursuant to Section 906     *
    We have not included a response to this item in this document
    since no response is required pursuant to the reduced disclosure
    format permitted by General Instruction H to
    Form 10-Q.    /d

=

per day

MMBtu

=

Million British thermal unitsBbl

=

barrels

MMcf

=

Million cubic feetBcfe

=

billion cubic feet of natural gas
    equivalents

MMcfe

=

Million cubic feet of natural gas
    equivalentsMBbls

=

thousand barrels

NGL

=

Natural gas liquidsMcf

=

thousand cubic feet

TBtu

=

Trillion British thermal unitsMcfe

=

thousand cubic feet of natural gas
    equivalents     and/or
 i




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##### Table of Contents



PART I 
    FINANCIAL INFORMATION Item 1.  Financial
    Statements  EL PASO
    EXPLORATION & PRODUCTION COMPANY
  CONDENSED
    CONSOLIDATED STATEMENTS OF INCOME
 (In millions)
 (Unaudited)
  Quarter Ended


Nine Months EndedSeptember 30,


September 30,2006


2005


2006


2005Operating revenues

$
390


$
390


$
1,164


$
1,118Operating expensesOperation and maintenance


104



92



279



267Depreciation, depletion and
    amortization


164



149



469



447Cost of products and services


23



15



67



43Taxes, other than income taxes


22



23



62



48313



279



877



805Operating income


77



111



287



313Earnings from unconsolidated
    affiliates


2







10



Other income, net






2



2



5Affiliated interest expense


(1
)


(15
)


(4
)


(33
)Interest expense


(19
)


(26
)


(69
)


(64
)Income before income taxes


59



72



226



221Income taxes


(18
)


(21
)


(80
)


(76
)Net income

$
41


$
51


$
146


$
145    1




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##### Table of Contents



EL PASO
    EXPLORATION & PRODUCTION COMPANY
  CONDENSED CONSOLIDATED BALANCE SHEETS
 (In millions, except share amounts)
 (Unaudited)
  September 30,


December 31,2006


2005ASSETSCurrent assetsCash and cash equivalents

$
85


$
46Accounts receivableCustomer, net of allowance of $9 in
    2006 and $10 in 2005


51



53Affiliates


280



355Other


136



81Deferred income taxes






221Assets from price risk management
    activities


137



Other


52



69Total current assets


741



825Property, plant and equipment, at
    costNatural gas and oil propertiesProved properties-full cost method


15,408



14,762Unevaluated costs excluded from
    amortization


340



384Other


159



14115,907



15,287Less accumulated depreciation,
    depletion and amortization


11,162



10,809Total property, plant and
    equipment, net


4,745



4,478Other assetsInvestments in unconsolidated
    affiliates


745



761Deferred income taxes






38Assets from price risk management
    activities


38



Other


40



30823



829Total assets

$
6,309


$
6,132LIABILITIES AND STOCKHOLDERS
    EQUITYCurrent liabilitiesAccounts payableTrade

$
82


$
97Affiliates


15



32Other


213



167Note payable to affiliate






125Liabilities from price risk
    management activities


97



621Asset retirement obligations


57



31Other


83



42Total current liabilities


547



1,115Long-term debt


1,325



1,700OtherLiabilities from price risk
    management activities


78



111Deferred income taxes


348



305Asset retirement obligations


148



158Other


52



53626



627Commitments and contingenciesStockholders equityCommon stock, par value $1 per
    share; 1,000 shares authorized and outstanding






Additional paid-in capital


3,911



3,410Accumulated deficit


(130
)


(276
)Accumulated other comprehensive
    income (loss)


30



(444
)Total stockholders equity


3,811



2,690Total liabilities and
    stockholders equity

$
6,309


$
6,132    2




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##### Table of Contents



EL PASO
    EXPLORATION & PRODUCTION COMPANY
  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In millions)
 (Unaudited)
  Nine MonthsEnded September 30,2006


2005Cash flows from operating
    activitiesNet income

$
146


$
145Adjustments to reconcile net
    income to net cash from operating activitiesDepreciation, depletion and
    amortization


469



447Deferred income tax expense


31



32Earnings from unconsolidated
    affiliates, adjusted for cash distributions


18



5Other non-cash items


3



Asset and liability changes


34



(154
)Net cash provided by operating
    activities


701



475Cash flows from investing
    activitiesCapital expenditures


(746
)


(645
)Net proceeds from the sale of
    assets


84



10Cash paid for acquisitions, net of
    cash acquired






(1,023
)Net cash used in investing
    activities


(662
)


(1,658
)Cash flows from financing
    activitiesRepayment of amounts borrowed
    under revolving credit facility


(500
)


Net proceeds from borrowings under
    revolving credit facility


125



495Dividends to parent






(137
)Contributions from parent


500



244Change in note payable with
    affiliate


(125
)


528Net cash provided by financing
    activities






1,130Change in cash and cash equivalents


39



(53
)Cash and cash equivalentsBeginning of period


46



127End of period

$
85


$
74    3




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##### Table of Contents



EL PASO
    EXPLORATION & PRODUCTION COMPANY
  CONDENSED
    CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 (In millions)
 (Unaudited)
  Quarter Ended


Nine Months EndedSeptember 30,


September 30,2006


2005


2006


2005Net income

$
41


$
51


$
146


$
145Net gains (losses) from cash flow
    hedging activities:Unrealized
    mark-to-market
    gains (losses) arising during period (net of income taxes of $54
    and $179 in 2006 and $201 and $302 in 2005)


96



(366
)


318



(540
)Reclassification adjustments for
    changes in initial value to settlement date (net of income taxes
    of $23 and $90 in 2006 and $43 and $88 in 2005)


41



71



156



147Other comprehensive income (loss)


137



(295
)


474



(393
)Comprehensive income (loss)

$
178


$
(244
)

$
620


$
(248
)    4




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##### Table of Contents



EL PASO
    EXPLORATION & PRODUCTION COMPANY
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  1.
    Basis of
    Presentation and Summary of Significant Accounting
    Policies  Basis of
    Presentation
  Form 10-Q Form 10-Q Form 10-K, Form 10-K.
  Form 10-K.
    Significant
    Accounting Policies
  Form 10-K.
  New
    Accounting Pronouncements Issued But Not Yet Adopted
  Accounting for Uncertainty in Income Taxes. Accounting for
    Uncertainty in Income Taxes. Accounting for Income Taxes,
  Fair Value Measurements. Fair Value
    Measurements
 5




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##### Table of Contents



EL PASO
    EXPLORATION & PRODUCTION COMPANY
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Evaluation of Prior Period Misstatements in Current Financial
    Statements. Considering the Effects of Prior Year Misstatements When
    Quantifying Misstatements in Current Year Financial
    Statements.
  2.
    Acquisitions
    and Divestitures  Medicine Bow.
    Nine MonthsQuarter Ended


EndedSeptember 30,


September 30,2005


2005(In millions)Revenues

$
401


$
1,157Net income


51



155   GMT Energy Corp (GMT).
  Divestitures.
  3.
    Full Cost
    Ceiling Test     6




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##### Table of Contents



EL PASO
    EXPLORATION & PRODUCTION COMPANY
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    4.
    Debt and
    Credit Facilities    5.
    Commitments
    and Contingencies  Legal
    Proceedings and Other Contingencies
  Gas Measurement Cases. and/or In re: Natural Gas Royalties Qui Tam Litigation,
  Will Price, et al. v. Gas Pipelines and Their
    Predecessors, et al.,
  Reserve Revisions.
   7




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##### Table of Contents



EL PASO
    EXPLORATION & PRODUCTION COMPANY
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Environmental
    Matters
      Balance at January 1, 2006

$
5Additions/adjustments for
    remediation activities


2Payments for remediation activities


Balance at September 30, 2006

$
7   clean-up
  CERCLA Matters. clean-up
   8




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##### Table of Contents



EL PASO
    EXPLORATION & PRODUCTION COMPANY
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    Investments
    in and Earnings from Unconsolidated Affiliates and Related Party
    Transactions  Investments
    in Unconsolidated Affiliates
  Four Star.
  Quarters Ended


Nine Months EndedSeptember 30,


September 30,2006


2005


2006


2005(In millions)Operating results data:Operating revenues


40



13



121



13Operating expenses


17



5



47



5Net
    income(1)


15



5



50



5    (1)
    Our proportionate share does not reflect $13 million and
    $40 million of expense for the quarter and nine months
    ended September 30, 2006 and $5 million for the
    quarter and nine months ended September 30, 2005 recorded
    to amortize our investment in excess of the underlying equity in
    the net assets of Four Star.  Related
    Party Transactions
  Cash Management Program.
  Capital Contributions and Dividends.
  Other Affiliated Transactions.
  Quarter Ended


Nine Months EndedSeptember 30,


September 30,2006


2005


2006


2005(In millions)Operating revenues

$
215


$
153


$
641


$
629Operating expenses from affiliates


28



29



84



84Reimbursements of operating
    expenses charged to affiliates


1



3



14



11   
    El Paso.  El Paso bills us directly
    for certain general and administrative costs and allocates a
    portion of its general and administrative costs to us. This
    allocation is based on the estimated level of resources devoted
    to our operations and the relative size of our earnings before
    interest expense and income tax (EBIT), gross property and
    payroll. These expenses are primarily related to management,
    legal, financial, tax, consultative, 9




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##### Table of Contents



EL PASO
    EXPLORATION & PRODUCTION COMPANY
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  administrative and other services, including employee benefits,
    annual incentive bonuses, rent, insurance and information
    technology.    
    El Paso Marketing, L.P.  We sell our
    natural gas primarily to El Paso Marketing, L.P. at spot
    market prices. At September 30, 2006 and December 31,
    2005, substantially all of our affiliated accounts receivable
    related to sales of natural gas to El Paso Marketing, L.P.
    We are also a party to a master hedging contract with
    El Paso Marketing, L.P. whereby we hedge a portion of our
    natural gas production with El Paso Marketing, L.P. Realized
    gains and losses on these hedges are included in our operating
    revenues.
    El Paso Pipelines.  We contract for
    services with El Pasos regulated interstate pipelines
    that provide transportation and related services for our natural
    gas production. At September 30, 2006 and December 31,
    2005, we had contractual deposits of $6 million with
    El Pasos regulated interstate pipelines.  Taxes.
 10




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-Q. Form 10-K Form 10-Q.
    Overview
      Significant
    Developments Since December 31, 2005
  
    Realized commodity prices.  During the first
    half of 2006, we benefited from a strong commodity pricing
    environment. However, during the third quarter, natural gas
    prices decreased from those experienced during the first half of
    the year.
    Drilling Results/ Average Daily
    Production.  Our average daily production through
    September 30, 2006, was approximately 693 MMcfe/d
    (excluding 67 MMcfe/d from our equity investment in Four
    Star). Our production levels have grown in each of the first
    three quarters of this year, as well as from the third quarter
    of 2005. However, our average daily production was lower than
    originally expected primarily due to events in our Gulf of
    Mexico and Onshore regions as further discussed below. Our
    drilling and production results by region were as follows during
    the first nine months of 2006:  Onshore. year-to-date
  Gulf of Mexico and south Louisiana.
 11




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##### Table of Contents



Texas Gulf Coast.
  
    Cash Operating Costs.  In the third quarter of
    2006, cash operating costs increased to $1.90/MMcfe from
    $1.81/MMcfe in the second quarter of 2006. Our operating cost
    increases were primarily a result of inflation in the cost of
    fuel, power, and other services, and increases in subsurface
    maintenance in certain Onshore fields and unrecoverable
    hurricane repair costs, among other items. We do not expect a
    significant amount of unrecoverable costs related to the
    hurricanes in the fourth quarter.  Outlook
    for 2006
    
    Average daily production volumes for the year of approximately
    700 MMcfe/d to 710 MMcfe/d, which excludes
    approximately 65 MMcfe/d from our equity interest in Four
    Star. Average daily production volumes for the year are lower
    than originally anticipated due to slower than expected recovery
    of lost hurricane volumes, production delays in the Gulf of
    Mexico, and tightness in the supply of rigs and other services
    onshore;
    Capital expenditures for the year between $1 billion and
    $1.1 billion including accrued capital expenditures;
    Average cash operating costs which include production costs,
    general and administrative expenses and other expenses of
    approximately $1.82/Mcfe to $1.87/Mcfe for the year; and
    A unit of production depletion rate between $2.50 and $2.60/Mcfe
    in the fourth quarter of 2006 compared with $2.37/Mcfe in the
    third quarter of 2006 due to higher finding development costs
    and the effects of low quarter end prices on reserves.  Price
    Risk Management Activities
    Fixed Price








BasisSwaps(1)


Floors(1)


Ceilings(1)


Swaps(1)(2)Volumes


Price


Volumes


Price


Volumes


Price


VolumeNatural Gas2006


21


$
3.33



















242007


5


$
3.56



130


$
8.00



130


$
16.02



1102008


5


$
3.42



















2009-2012


16


$
3.74



















     (1)
    Volumes presented are TBtu for natural gas. Prices presented are
    per MMBtu of natural gas.(2)
    Our basis swaps effectively lock-in locational price
    differences on a portion of our natural gas production in Texas
    and Oklahoma.  marked-to-market
 12




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##### Table of Contents



Results
    of Operations
  Overview
      Nine MonthsEndedSeptember 30,2006


2005(In millions)Operating revenues

$
1,164


$
1,118Operating expenses


(877
)


(805
)Operating income


287



313Earnings from unconsolidated
    affiliates


10



Other income, net


2



5EBIT


299



318Affiliated interest expense


(4
)


(33
)Interest expense


(69
)


(64
)Income taxes


(80
)


(76
)Net income

$
146


$
145  13




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##### Table of Contents



Operating
    Results and Variance Analysis
    2006


2005(In millions, except volumes andprices)Operating revenues:Natural gas

$
839


$
825Oil, condensate and NGL


317



267Other


8



26Total operating revenues


1,164



1,118Operating expenses:Depreciation, depletion and
    amortization


469



447Production
    costs(1)


229



182General and administrative expenses


107



122Cost of products and services


67



43Other


5



11Total operating expenses


877



805Operating income


287



313Other income,
    net(2)


12



5EBIT

$
299


$
318   Percent2006


2005


VarianceConsolidated volumes, prices
    and costs per unit:Natural gasVolumes (MMcf)


156,562



157,380



(1
)%Average realized prices including
    hedges ($/Mcf)

$
5.36


$
5.24



2
%Average realized prices excluding
    hedges ($/Mcf)

$
6.94


$
6.91




%Average transportation costs
    ($/Mcf)

$
0.24


$
0.19



26
%Oil, condensate and NGL Volumes
    (MBbls)


5,460



6,010



(9
)%Average realized prices ($/Bbl)

$
57.96


$
44.37



31
%Average transportation costs
    ($/Bbl)

$
0.94


$
0.69



36
%Total equivalent volumes MMcfe


189,322



193,440



(2
)%MMcfe/d


693



709



(2
)%Production costs ($/Mcfe)Average lease operating costs

$
0.91


$
0.73



25
%Average production taxes


0.30



0.21



43
%Total production
    costs(1)

$
1.21


$
0.94



29
%Average general and administrative
    expenses ($/Mcfe)

$
0.57


$
0.63



(10
)%Unit of production depletion cost
    ($/Mcfe)

$
2.35


$
2.16



9
%Unconsolidated affiliate
    volumes (Four Star)Natural Gas (MMcf)


13,342



1,605Oil, condensate and NGL (MBbls)


847



92Total equivalent volumesMMcfe


18,424



2,156MMcfe/d


67



8     (1)
    Production costs include lease operating costs and production
    related taxes (including ad valorem and severance taxes).(2)
    Includes equity earnings for our investment in Four Star
    acquired in connection with our acquisition of Medicine Bow in
    the third quarter of 2005.  14




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##### Table of Contents



VarianceOperating


OperatingRevenue


Expense


Other


EBITFavorable/(Unfavorable)(In millions)Natural Gas RevenueHigher realized prices in 2006

$
5


$



$



$
5Impact of hedges


15











15Lower volumes in 2006


(6
)










(6
)Oil, Condensate and NGL
    RevenueHigher realized prices in 2006


74











74Lower volumes in 2006


(24
)










(24
)Depreciation, Depletion and
    Amortization ExpenseHigher depletion rate in 2006






(36
)






(36
)Lower production volumes in 2006






9







9Production CostsHigher lease operating costs in
    2006






(30
)






(30
)Higher production taxes in 2006






(17
)






(17
)General and administrative
    expenses






15







15Earnings from unconsolidated
    affiliates(1)










10



10OtherChange in fair value of basis swaps


(40
)










(40
)Other


22



(13
)


(3
)


6Total Variances

$
46


$
(72
)

$
7


$
(19
)     (1)
    We acquired Four Star in August 2005 in conjunction with our
    Medicine Bow acquisition.  Operating Revenues.
    Depreciation, depletion and amortization
    expense.
  Production costs.
  General and administrative expenses.
  Other.
 15




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##### Table of Contents



Affiliated
    Interest Expense
    Interest
    Expense
    Income
    Taxes
  Nine Months EndedSeptember 30,2006


2005(In millions,except for rates)Income taxes

$
80


$
76Effective tax rate


35
%


34
%   year-to-date
  Liquidity
      Commitments
    and Contingencies
   16




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##### Table of Contents



Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk  Form 10-Q.
  Item 4.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
      Changes
    in Internal Control Over Financial Reporting
   17




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##### Table of Contents



PART II 
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings  Form 10-K Form 10-Q
 Item 1A.  Risk
    Factors CAUTIONARY
    STATEMENTS FOR PURPOSES OF THE SAFE HARBOR
    PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
    1995    Form 10-K.
  Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds  Form 10-Q.
  Item 3.
    Defaults
    Upon Senior Securities  Form 10-Q.
  Item 4.
    Submission
    of Matters to a Vote of Security Holders  Form 10-Q.
  Item 5.
    Other
    Information   18




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##### Table of Contents



Item 6.
    Exhibits    ExhibitNumber

Description*4
.A

Sixth Supplemental Indenture,
    dated as of October 1, 2006, among El Paso
    Exploration & Production Company, MBOW Four Star
    Corporation, El Paso Exploration & Production
    Management, Inc., El Paso E&P Holdings, Inc.,
    El Paso E&P Company, L.P., El Paso Production
    Resale Company, El Paso Energy Oil Transmission, L.L.C.,
    El Paso Production Oil & Gas Gathering, L.P.,
    El Paso E&P International Holding Company, El Paso
    Preferred Holdings Company, and El Paso E&P Finance
    Company, L.L.C., as Subsidiary Guarantors, and Wilmington Trust
    Company, as Trustee.*10
.A

Waiver and Consent dated as of
    September 29, 2006, among El Paso
    Exploration & Production Company, El Paso E&P
    Company, L.P. (individually, a Borrower and
    collectively, the Borrowers), and Fortis Capital
    Corp., as administrative agent for the Lenders party to that
    certain Amended and Restated Credit Agreement dated as of
    October 19, 2005.*31
.A

Certification of Principal
    Executive Officer pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.*31
.B

Certification of Chief Financial
    Officer pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.*32
.A

Certification of Principal
    Executive Officer Section 906 of the Sarbanes-Oxley Act of
    2002.*32
.B

Certification of Chief Financial
    Officer Section 906 of the Sarbanes-Oxley Act of 2002.   Undertaking
  Regulation S-K,
 19




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##### Table of Contents



SIGNATURES    EL PASO EXPLORATION &
    PRODUCTION COMPANYDate: November 6, 2006

By: /s/  Dane
    E. WhiteheadDane E. WhiteheadPresident and Chief Financial Officer
    (Principal Executive Officer and
    Principal Financial Officer)  20




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##### Table of Contents



EL PASO
    EXPLORATION & PRODUCTION COMPANY
  EXHIBIT INDEX
    ExhibitNumber

Description*4
.A

Sixth Supplemental Indenture,
    dated as of October 1, 2006, among El Paso
    Exploration & Production Company, MBOW Four Star
    Corporation, El Paso Exploration & Production
    Management, Inc., El Paso E&P Holdings, Inc.,
    El Paso E&P Company, L.P., El Paso Production
    Resale Company, El Paso Energy Oil Transmission, L.L.C.,
    El Paso Production Oil & Gas Gathering, L.P.,
    El Paso E&P International Holding Company, El Paso
    Preferred Holdings Company, and El Paso E&P Finance
    Company, L.L.C., as Subsidiary Guarantor, and Wilmington Trust
    Company, as Trustee.*10
.A

Waiver and Consent dated as of
    September 29, 2006, among El Paso
    Exploration & Production Company, El Paso E&P
    Company, L.P. (individually, a Borrower and
    collectively, the Borrowers), and Fortis Capital
    Corp., as administrative agent for the Lenders party to that
    certain Amended and Restated Credit Agreement dated as of
    October 19, 2005.*31
.A

Certification of Principal
    Executive Officer pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.*31
.B

Certification of Chief Financial
    Officer pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.*32
.A

Certification of Principal
    Executive Officer Section 906 of the Sarbanes-Oxley Act of
    2002.*32
.B

Certification of Chief Financial
    Officer Section 906 of the Sarbanes-Oxley Act of 2002.  21