**EXHIBIT 10.A****WAIVER AND CONSENT**     THIS WAIVER AND CONSENT (herein called this “Waiver and Consent”) dated as ofSeptember 29, 2006, is among EL PASO EXPLORATION & PRODUCTION COMPANY (formerly El Paso ProductionHolding Company), EL PASO E&P COMPANY, L.P. (formerly El Paso Production Oil & Gas USA, L.P.)(individually, a “Borrower” and collectively, the “Borrowers”), and FORTIS CAPITALCORP. (“Fortis”), as administrative agent (the “Administrative “Agent”) for theLenders party to the Credit Agreement (as defined below).**W I T N E S S E T H :**     WHEREAS, El Paso Production Holding Company, El Paso Production Company, El Paso Energy RatonCorporation, El Paso Production GOM Inc. (collectively, the “Original Borrowers”), theAdministrative Agent and the Lenders entered into that certain Amended and Restated CreditAgreement dated as of October 19, 2005 (the “Credit Agreement”), for the purposes andconsideration therein expressed, pursuant to which the Lenders became obligated to make loans andissue letters of credit to the Borrowers as therein provided;     WHEREAS, pursuant to a reorganization plan implemented by El Paso Corporation on or aboutDecember 31, 2005, (i) the outstanding equity interests of El Paso Production Oil & Gas Company, ElPaso Production Oil & Gas Holdings, Inc., El Paso Production Resale Company, El Paso Production Oil& Gas USA, L.P., El Paso Energy Oil Transmission, L.L.C. and El Paso Production Oil & GasGathering, L.P. were transferred, directly or indirectly, to El Paso Production Holding Company,(ii) El Paso Production GOM Inc. and El Paso Energy Raton Corporation merged into El PasoProduction Oil & Gas USA, L.P., which thereby became a Borrower under the Credit Agreement, (iii)the name of El Paso Production Holding Company was changed to El Paso Exploration & ProductionCompany, (iv) the name of El Paso Production Oil & Gas USA, L.P. was changed to El Paso E&PCompany, L.P. and (v) the names of certain of the Guarantors were changed;     WHEREAS, pursuant to a reorganization plan implemented by El Paso Corporation on or about June30, 2006, (i) Medicine Bow Energy Corporation merged into El Paso Exploration & Production Company,(ii) Medicine Bow Operating Company merged into El Paso E&P Company, L.P., (iii) El Paso ProductionCompany merged into El Paso E&P Company, L.P., and (iv) El Paso Production Oil & Gas Companychanged its name to El Paso Exploration & Production Management, Inc.;     WHEREAS, in connection with a proposed reorganization to be implemented on or about October 1,2006, under which El Paso Exploration & Production Company would acquire the international oil andgas business of El Paso Corporation, the Borrowers have requested that the Administrative Agent andthe Lenders waive the requirement under the Credit Agreement that the New Domestic Subsidiaries (asdefined below) guarantee the obligations of the Borrowers under the Credit Agreement; and
 

 
     WHEREAS, the Administrative Agent and the Lenders are willing to grant such waiver on theterms and subject to the conditions set forth herein;     NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreementscontained herein and in the Credit Agreement, in consideration of the loans and letters of creditthat may hereafter be made or issued by the Lenders to the Borrowers, and for other good andvaluable consideration, the receipt and sufficiency of which are hereby acknowledged, the partieshereby agree as follows:     1. Terms Defined in the Credit Agreement. Unless the context otherwise requires orunless otherwise expressly defined herein, the terms defined in the Credit Agreement have the samemeanings whenever used in this Waiver and Consent.     2. Waiver and Consent. The Lenders hereby consent to the following actions and agreethat the taking of such actions shall not constitute a Default or an Event of Default:     (a) Notwithstanding Section 7.9(a) of the Credit Agreement, each of El Paso Brazil,L.L.C., Potiguar I, L.L.C., Potiguar II, L.L.C., Potiguar 4A LLC, and Potiguar 4B LLC (the“New Domestic Subsidiaries”) shall not be required to guarantee the obligations ofthe Borrowers upon becoming a Domestic Restricted Subsidiary; and     (b) Notwithstanding Sections 7.4 and 8.5 of the Credit Agreement, each New DomesticSubsidiary shall be permitted to take such action as is necessary (such as a merger or atransfer of assets followed by a liquidation) in order to convert from a Delaware limitedliability company to a foreign entity or to transfer its assets to a foreign entity.     3. Effective Date. This Waiver and Consent shall become effective (the “EffectiveDate”) when the Administrative Agent shall have received:     (a) A counterpart of this Waiver and Consent executed and delivered by theBorrowers;     (b) A certificate of a duly authorized officer of each Borrower to the effectthat all of the representations and warranties set forth in Section 4 hereof aretrue and correct at and as of the time of such effectiveness and that there existsno Default or Event of Default under the Credit Agreement; and     (c) A confirmation of guaranty from the Guarantors.     4. Representations and Warranties of Borrowers. In order to induce the Lenders toenter into this Waiver and Consent, each of the Borrowers represents and warrants to the Lendersthat:     (a) The representations and warranties contained in Section 5 of the CreditAgreement are true and correct at and as of the time of the effectiveness hereof.
2

 
     (b) Such Borrower is authorized to execute and deliver this Waiver and Consentand such Borrower is and will continue to be duly authorized to borrow and toperform its obligations under the Credit Agreement. Such Borrower has duly takenall action necessary to authorize the execution and delivery of this Waiver andConsent and to authorize the performance of the obligations of such Borrowerhereunder.     (c) The execution and delivery by such Borrower of this Waiver and Consent, theperformance by such Borrower of its obligations hereunder and the consummation ofthe transactions contemplated hereby do not and will not conflict with anyprovisions of law, statute, rule or regulation or of the certificate ofincorporation and bylaws or certificate of limited partnership and agreement oflimited partnership, as applicable, of such Borrower, or of any material agreement,judgment, license, order or permit applicable to or binding upon such Borrower, orresult in the creation of any lien, charge or encumbrance upon any assets orproperties of such Borrower. Except for those which have been duly obtained, noconsent, approval, authorization or order of any court or governmental authority orthird party is required in connection with the execution and delivery by suchBorrower of this Waiver and Consent or to consummate the transactions contemplatedhereby.     (d) When duly executed and delivered, each of this Waiver and Consent and theCredit Agreement will be a legal and binding instrument and agreement of suchBorrower, enforceable in accordance with their terms, except as limited bybankruptcy, insolvency and similar laws applying to creditors’ rights generally andby principles of equity applying to creditors’ rights generally.     5. Ratification of Agreements. The Credit Agreement is hereby ratified and confirmedin all respects. The execution, delivery and effectiveness of this Waiver and Consent shall not,except as expressly provided herein, operate as a waiver of any right, power or remedy of theLenders under the Credit Agreement or any other Loan Document nor constitute a waiver of anyprovision of the Credit Agreement or any other Loan Document.     6. Survival of Agreements. All representations, warranties, covenants and agreementsof the Borrowers herein shall survive the execution and delivery of this Waiver and Consent and theperformance hereof, and shall further survive until all of the Obligations are paid in full. Allrepresentations, warranties, acknowledgements and agreements contained in Section 5 of the CreditAgreement are hereby reconfirmed on and as of the date hereof. All statements and agreementscontained in any certificate or instrument delivered by any Borrower hereunder or under the CreditAgreement to the Lenders shall be deemed to constitute representations and warranties by, oragreements and covenants of, such Borrower under this Waiver and Consent and under the CreditAgreement.     7. Loan Documents. This Waiver and Consent is a Loan Document, and all provisions inthe Credit Agreement pertaining to Loan Documents apply hereto.
3

 
     8. Governing Law. This Waiver and Consent shall be governed by and construed inaccordance with the laws of the State of New York and any applicable laws of the United States ofAmerica in all respects, including construction, validity and performance.     9. Counterparts. This Waiver and Consent may be separately executed in counterpartsand by the different parties hereto in separate counterparts, each of which when so executed shallbe deemed to constitute one and the same Waiver and Consent.     10. Effect of Waiver and Consent. Except as expressly waived or agreed herein, allcovenants, obligations and agreements of the Borrowers contained in the Credit Agreement shallremain in full force and effect in accordance with their terms. Without limitation of theforegoing, the waivers, consents and agreements set forth herein are limited precisely to theextent set forth herein and shall not be deemed to (a) be a consent or agreement to, or waiver ormodification of, any other term or condition of the Credit Agreement or any other documentsreferred to therein, or (b) except as expressly set forth herein, prejudice any right or rightsthat the Lenders may now have or may have in the future under or in connection with the CreditAgreement or any of the documents referred to therein. Except as expressly modified hereby, theterms and provisions of the Credit Agreement and any other documents or instruments executed inconnection with any of the foregoing are and shall remain in full force and effect, and the sameare hereby ratified and confirmed by the Borrowers in all respects. The granting of the waiversand consents set forth herein does not and should not be construed to be an assurance or promisethat the waivers or consents will be granted in the future whether for matters herein stated or onother unrelated matters.     11. THIS WAIVER AND CONSENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEENTHE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORALAGREEMENT OF THE PARTIES.***[The Remainder of this Page Intentionally Left Blank]***
4

 
     IN WITNESS WHEREOF, this Waiver and Consent is executed as of the date first above written.         **EL PASO EXPLORATION & PRODUCTION COMPANY**           By: /s/ Dane E. Whitehead           Name: Dane E. Whitehead    Title: President and Chief Financial Officer           **EL PASO E&P COMPANY, L.P.**           By: El Paso Production Oil & Gas Company, its