Exhibit 10.B


    EXHIBIT
      10.B

    


     

    FIRST
      AMENDMENT, CONSENT AND WAIVER AGREEMENT

     

    


    THIS
      FIRST
      AMENDMENT, CONSENT AND WAIVER AGREEMENT (herein called this “Amendment”)
      made as of the
      20th day of December, 2005 by and among EL PASO CORPORATION (“EPC”),
      a Delaware
      corporation, EL PASO PRODUCTION OIL & GAS USA, L.P. (“EPPG”),
      a Delaware
      limited partnership (individually, a “Borrower”
and
      collectively,
      the “Borrowers”),
FORTIS
      CAPITAL
      CORP.
      (“Fortis”),
      as
      administrative agent for the Lenders (in such capacity, the “Administrative
      Agent”),
      and the several
      banks, financial institutions and other entities from time to time parties
      to
      this Agreement (collectively, the “Lenders”).

     

    W
      I T N E S
      S E T H :

     

    WHEREAS,
      Borrowers
      and the Administrative Agent have entered into that certain Credit Agreement
      dated as of November 3, 2005, (as amended, supplemented, or restated to the
      date
      hereof, the “Credit
      Agreement”),
      for the
      purposes and consideration therein expressed, pursuant to which the Lenders
      became obligated to make loans to Borrowers and letters of credit as therein
      provided;

     

    WHEREAS,
      EPC has
      advised the Lenders that it has adopted a plan to restructure its production
      and
      pipeline operations (the “Restructuring
      Plan”),
      which includes
      the steps affecting EPPG set forth in Annex A to this Amendment (the
“Steps”);

     

    WHEREAS,
      pursuant
      to the Restructuring Plan:

     

    (a) Several
      Subsidiaries of EPC engaged in the production of oil and gas will merge into
      EPPG with EPPG as the surviving entity;

     

    (b) EPPG
      will change
      its name to “El Paso E&P Company,
      L.P.”
(“EPEP”);

     

    (c)  EPEP
      will assume
      the indebtedness of certain of the merged entities and become a Borrower under
      the Amended and Restated Credit Agreement dated as of October 19, 2005 (the
      “EPPHC
      Credit
      Agreement”)
      among El Paso
      Production Holding Company, El Paso Production Company, El Paso Energy Raton
      Corporation, and El Paso Production GOM Inc. as Borrowers, Fortis Capital Corp.
      as Administrative Agent, and the Lenders party to the EPPHC Credit Agreement;
      and

     

    (d)  EPEP
      will guaranty
      the obligations of El Paso Production Holding Company with respect to the 73⁄4%
      Senior Notes due 2013 (the “Senior
      Notes”)
      issued and
      outstanding pursuant to the Indenture dated as of May 23, 2003; 

     

    WHEREAS,
      in order
      to implement the Restructuring Plan the Borrowers have requested that the
      Lenders consent to the Steps and amend certain provisions of the Credit
      Agreement as set forth herein;

     

    NOW,
      THEREFORE, in
      consideration of the premises and the mutual covenants and agreements contained
      herein and in the Credit Agreement, in consideration of the loans which may
      hereafter be made by the Lenders to the Borrowers, and for other good and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto do hereby agree as follows:

     

    ARTICLE
      I 

    Definitions
      and References

     

    1.1.  Terms
      Defined in
      the Credit Agreement.
      Unless the
      context otherwise requires or unless otherwise expressly defined herein, the
      terms defined in the Credit Agreement shall have the same meanings whenever
      used
      in this Amendment.

     

    ARTICLE
      II

    Amendments

     

    2.1.  Definitions.
      The following
      definitions are hereby added to Section 1.1 of the Credit Agreement in
      appropriate alphabetical order:

     

    “EPPHC”
means
      El Paso
      Production Holding Company”.

     

    “EPPHC
      Credit
      Agreement”
means
      the Amended
      and Restated Credit Agreement dated as of October 19, 2005, among El Paso
      Production Holding Company, El Paso Production Company, El Paso Energy Raton
      Corporation and El Paso Production GOM, Inc., as borrowers, the lenders party
      thereto, and Fortis Capital Corp., as administrative agent for such
      lenders.

     

    “EPPHC
      Indenture”
means
      the
      Indenture dated as of May 23, 2003, between El Paso Production Holding Company
      and Wilmington Trust Company, as amended, relating to the issuance by El Paso
      Production Holding Company of its 73⁄4% Senior Notes due 2013.

     

    “ISDA
      Agreement”
means
      the ISDA
      Master Agreement dated January 1, 2001 between El Paso Merchant Energy, L.P.
      and
      El Paso Production Company.

     

    2.2.  Section
      7.1.
      Section 7.1(b) of
      the Credit is hereby amended to read as follows:

     

    “(b) For
      so long as
      EPPHC is required to file periodic reports with the SEC, furnish to the
      Administrative Agent and to each of the Lenders:

     

    (i) as
      soon as
      available, but in any event within one hundred twenty (120) days after the
      end
      of each fiscal year of EPPHC, a copy of EPPHC’s Form 10-K, as filed;
      and

     

    (ii) as
      soon as
      available, but in any event not later than sixty (60) days after the end of
      each
      of the first three quarterly fiscal periods of each fiscal year of EPPHC, a
      copy
      of EPPHC’s Form 10-Q, as filed.”

     

    2.3.  Section
      8.2.
      Section 8.2 of
      the Credit Agreement is hereby amended by (i) deleting the word “and” at the end
      of paragraph (g) thereof, (ii) deleting the period at the end of paragraph
      (h)
      thereof and replacing it with “; and”, and (iii) adding at the end thereof the
      following new paragraph:

     

    “(i) Debt
      arising under
      the EPPHC Credit Agreement and Debt arising under the ISDA Agreement.”


     

    2.4.  Section
      8.3.
      Section 8.3 of
      the Credit Agreement is hereby amended by (i) deleting the word “and” at the end
      of paragraph (o) thereof, (ii) deleting the period at the end of paragraph
      (p)
      thereof and replacing it with “; and” and (ii) adding at the end thereof the
      following new paragraph:

     

    “(q) Liens
      securing the
      obligations arising under the EPPHC Credit Agreement.”

     

    2.5.  Section
      8.4.
      Section 8.4 of
      the Credit Agreement is hereby amended by (i) deleting the word “and” at the end
      of clause (d) thereof, (ii) deleting the period at the end of such section
      and
      replacing it with the word “and” and (iii) adding the following new clause
      (f):

     

    “(f) Guarantee
      Obligations issued by EPPG with respect to obligations under the EPPHC Indenture
      and the EPPHC Credit Agreement.”

     

    2.6.  Section
      8.8.
      Section 8.8 of
      the Credit Agreement is hereby amended by (i) deleting the word “and” at the end
      of clause (g) thereof, (ii) deleting the period at the end of clause (h) thereof
      and replacing it with “; and” and (iii) adding the following new clause
      (i):

     

    “(i) Guarantee
      Obligations issued by EPPG with respect to obligations under the EPPHC Indenture
      and the EPPHC Credit Agreement.”

     

    2.7.  Section
      8.12.
      Section 8.12 is
      hereby amended by inserting after the phrase “other than this Agreement” the
      phrase “and the EPPHC Credit Agreement”.

     

    ARTICLE
      III.

    Consent
      and Waiver

     

    3.1.  Consent
      and
      Waiver.
      The
      Administrative Agent and the Lenders hereby consent to the Steps and each of
      the
      transactions contemplated by such Steps and hereby waive any and all Defaults
      and Events of Default that might arise on account of the implementation of
      such
      Restructuring Plan, including, but not limited to, possible violations of the
      following Sections of the Credit Agreement:

     

    (a)  Section
      8.2, to
      permit EPPG to incur and assume Debt under the EPPHC Credit
      Agreement;

     

    (b)  Section
      8.3, to
      permit EPPG to create and assume Liens on its properties in order to secure
      Debt
      under the EPPHC Credit Agreement, provided that no such Lien encumbers Borrowing
      Base Properties;

     

    (c)  Sections
      8.4 and
      8.8, to permit EPPG to guaranty the obligations of El Paso Production Holding
      Company under the Senior Notes;

     

    (d)  Section
      8.10, to
      permit the transfer of property to EPPG pursuant to the mergers referred to
      in
      the third Whereas clause hereof; and

     

    (e)  Section
      8.12, to
      permit EPPG to enter into negative pledge clauses under the EPPHC Credit
      Agreement.

     

    3.2.  Additional
      Consents.
      The
      Administrative Agent and the Lenders further consent to the
      following:

     

    (a)  The
      change of
      EPPG’s name to “El Paso E&P Company, L.P.;”

     

    (b)  The
      substitution of
“El Paso E&P Company, L.P.” for “El Paso Production Oil & Gas USA,
      L.P.,” and the substitution of “EPEP” for “EPPG” in each instance where the
      latter names appear in the Credit Agreement; and

     

    (c)  The
      deletion of all
      references to “CGP” or “El Paso CGP Company” in the Credit
      Agreement.

     

    ARTICLE
      IV 

    Conditions
      of Effectiveness

     

    4.1.  Effective
      Date.
      This Amendment
      shall become effective (the “Effective
      Date”)
      when Lenders
      shall have received, at Agent’s office:

     

    (a)  A
      counterpart of
      this Amendment executed and delivered by Borrowers; and

     

    (b)  A
      confirmation of
      guaranty from MBOW Four Star Corporation;

     

    (c)  Pro
      forma financial
      statements showing EPPG’s financial results for the 12-month period ended
      September 30, 2005, assuming that the Steps had been implemented on October
      1,
      2004; 

     

    (d)  A
      certificate of a
      duly authorized officer of each Borrower to the effect that all of the
      representations and warranties set forth in Article VI hereof are true and
      correct at and as of the time of such effectiveness and that there exists no
      Default or Event of Default under the Credit Agreement; 

     

    (e)  Payment
      of all fees
      and expenses due and owing on the Effective Date; and 

     

    (f)  Consummation
      of
      item 2 of the Steps.

     

    ARTICLE
      V

    Covenants

     

    5.1.  Covenants.
      EPC shall furnish
      to the Administrative Agent:

     

    (a)  Promptly
      after the
      implementation of each Step, evidence of the implementation of such Step in
      a
      manner consistent with Annex A hereto;

     

    (b)  Promptly
      after each
      merger pursuant to the Steps of any Borrower or Guarantor under the EPPHC Credit
      Agreement, a certificate of merger in recordable form for each such Borrower
      or
      Guarantor. The Administrative Agent is hereby authorized to record such
      certificates of merger, as appropriate, in each jurisdiction in which a Mortgage
      has been recorded; and

     

    (c)  Promptly
      after the
      change of name of EPPG pursuant to the Restructuring Plan, a promissory note
      issued by EPEP payable to the order of the Administrative Agent and each
      Lender.

     

    ARTICLE
      VI

    Representations
      and Warranties

     

    6.1.  Representations
      and Warranties of Borrowers.
      In order to
      induce the Lenders to enter into this Amendment, each of the Borrowers
      represents and warrants to Lenders that:

     

    (a)  The
      representations
      and warranties contained in Section 5 of the Credit Agreement are true and
      correct at and as of the time of the effectiveness hereof, except for the
      noncompliance with the terms of the Credit Agreement as described
      above.

     

    (b)  Borrower
      is
      authorized to execute and deliver this Amendment and Borrower is and will
      continue to be duly authorized to borrow and to perform its obligations under
      the Credit Agreement. Borrower has duly taken all action necessary to authorize
      the execution and delivery of this Amendment and to authorize the performance
      of
      the obligations of Borrower hereunder.

     

    (c)  The
      execution and
      delivery by Borrower of this Amendment, the performance by Borrower of its
      obligations hereunder and the consummation of the transactions contemplated
      hereby do not and will not conflict with any provisions of law, statute, rule
      or
      regulation or of the certificate of incorporation and bylaws or certificate
      of
      limited partnership and agreement of limited partnership, as applicable, of
      Borrower, or of any material agreement, judgment, license, order or permit
      applicable to or binding upon Borrower, or result in the creation of any lien,
      charge or encumbrance upon any assets or properties of Borrower. Except for
      those which have been duly obtained, no consent, approval, authorization or
      order of any court or governmental authority or third party is required in
      connection with the execution and delivery by Borrower of this Amendment or
      to
      consummate the transactions contemplated hereby.

     

    (d)  When
      duly executed
      and delivered, each of this Amendment and the Credit Agreement will be a legal
      and binding instrument and agreement of Borrower, enforceable in accordance
      with
      their terms, except as limited by bankruptcy, insolvency and similar laws
      applying to creditors’ rights generally and by principles of equity applying to
      creditors’ rights generally. 

     

    ARTICLE
      VII 

    Miscellaneous

     

    7.1.  Ratification
      of
      Agreements.
      The Credit
      Agreement is hereby ratified and confirmed in all respects. The execution,
      delivery and effectiveness of this Amendment shall not, except as expressly
      provided herein, operate as a waiver of any right, power or remedy of the
      Lenders under the Credit Agreement or any other Loan Document nor constitute
      a
      waiver of any provision of the Credit Agreement or any other Loan Document.
      

     

    7.2.  Survival
      of
      Agreements.
      All
      representations, warranties, covenants and agreements of Borrower herein shall
      survive the execution and delivery of this Amendment and the performance hereof,
      and shall further survive until all of the Obligations are paid in full. All
      representations, warranties, acknowledgements and agreements contained in
      Section 5 of the Credit Agreement are hereby reconfirmed on and as of the date
      hereof. All statements and agreements contained in any certificate or instrument
      delivered by Borrower hereunder or under the Credit Agreement to Lenders shall
      be deemed to constitute representations and warranties by, or agreements and
      covenants of, Borrower under this Amendment and under the Credit
      Agreement.

     

    7.3.  Loan
      Documents.
      This Amendment is
      a Loan Document, and all provisions in the Credit Agreement pertaining to Loan
      Documents apply hereto.

     

    7.4.  Governing
      Law.
      This Amendment
      shall be governed by and construed in accordance with the laws of the State
      of
      New York and any applicable laws of the United States of America in all
      respects, including construction, validity and performance.

     

    7.5.  Counterparts.
      This Amendment
      may be separately executed in counterparts and by the different parties hereto
      in separate counterparts, each of which when so executed shall be deemed to
      constitute one and the same Amendment.

     

    THIS
      AMENDMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN
      THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
      OR SUBSEQUENT ORAL AGREEMENT OF THE PARTIES.

     

    


     

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        Consent
&
          Waiver Agreement-EPC

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      this Amendment is executed as of the date first above written.

     

    EL
      PASO CORPORATION

    


    


    By:       
      /s/ John J.
      Hopper              
 

    Name: 
      John J.
      Hopper

    Title:
   
Vice
      President and Treasurer

    


    


    EL
      PASO PRODUCTION OIL & GAS USA, L.P.

    


    
      	 	
              By:

            	
              El
                Paso
                Production Oil & Gas Company,

            


    

    
      	 	
              Its:

            	
              General
                Partner

            


    

    


    


    By:      
      /s/ Gene T. Waguespack    

    Name:
      Gene T.
      Waguespack

    Title:   
      Senior Vice President, Chief Financial Officer, Treasurer and
      Controller

    




    


    FORTIS
      CAPITAL
      CORP.,

    as
      Administrative Agent, Arranger, Bookrunner, Issuing Lender and as a
      Lender

    


    


    By:    /s/
      Deirdre
      Sanborn                   


    Name:    
      Deirdre Sanborn

    Title:       
      Senior Vice President

    


    


    By:         
      /s/ Darrell Holly       
                   


    Name:    
      Darrell Holley

    Title:       
      Managing Director