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EXHIBIT 10.A




WAIVER AND CONSENT




     THIS WAIVER AND CONSENT (herein called this “Waiver and Consent”) dated as of
September 29, 2006, is among EL PASO EXPLORATION & PRODUCTION COMPANY (formerly El Paso Production
Holding 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 CAPITAL
CORP. (“Fortis”), as administrative agent (the “Administrative “Agent”) for the
Lenders 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 Raton
Corporation, El Paso Production GOM Inc. (collectively, the “Original Borrowers”), the
Administrative Agent and the Lenders entered into that certain Amended and Restated Credit
Agreement dated as of October 19, 2005 (the “Credit Agreement”), for the purposes and
consideration therein expressed, pursuant to which the Lenders became obligated to make loans and
issue letters of credit to the Borrowers as therein provided;



     WHEREAS, pursuant to a reorganization plan implemented by El Paso Corporation on or about
December 31, 2005, (i) the outstanding equity interests of El Paso Production Oil & Gas Company, El
Paso 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 & Gas
Gathering, 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 Paso
Production 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 & Production
Company, (iv) the name of El Paso Production Oil & Gas USA, L.P. was changed to El Paso E&P
Company, 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 June
30, 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 Production
Company merged into El Paso E&P Company, L.P., and (iv) El Paso Production Oil & Gas Company
changed 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 and
gas business of El Paso Corporation, the Borrowers have requested that the Administrative Agent and
the Lenders waive the requirement under the Credit Agreement that the New Domestic Subsidiaries (as
defined 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 the
terms and subject to the conditions 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 and letters of credit
that may hereafter be made or issued by the Lenders to the Borrowers, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereby agree as follows:



     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 have the same
meanings whenever used in this Waiver and Consent.



     2. Waiver and Consent. The Lenders hereby consent to the following actions and agree
that 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 of
the Borrowers upon becoming a Domestic Restricted Subsidiary; and




     (b) Notwithstanding Sections 7.4 and 8.5 of the Credit Agreement, each New Domestic
Subsidiary shall be permitted to take such action as is necessary (such as a merger or a
transfer of assets followed by a liquidation) in order to convert from a Delaware limited
liability 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 “Effective
Date”) when the Administrative Agent shall have received:




     (a) A counterpart of this Waiver and Consent executed and delivered by the
Borrowers;




     (b) A certificate of a duly authorized officer of each Borrower to the effect
that all of the representations and warranties set forth in Section 4 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; and




     (c) A confirmation of guaranty from the Guarantors.



     4. Representations and Warranties of Borrowers. In order to induce the Lenders to
enter into this Waiver and Consent, each of the Borrowers represents and warrants to the 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.



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




     (c) The execution and delivery by such Borrower of this Waiver and Consent, the
performance by such 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 such Borrower, or of any material agreement,
judgment, license, order or permit applicable to or binding upon such Borrower, or
result in the creation of any lien, charge or encumbrance upon any assets or
properties of such 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 such
Borrower of this Waiver and Consent or to consummate the transactions contemplated
hereby.




     (d) When duly executed and delivered, each of this Waiver and Consent and the
Credit Agreement will be a legal and binding instrument and agreement of such
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.



     5. Ratification of Agreements. The Credit Agreement is hereby ratified and confirmed
in 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 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.



     6. Survival of Agreements. All representations, warranties, covenants and agreements
of the Borrowers herein shall survive the execution and delivery of this Waiver and Consent 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 any Borrower hereunder or under the Credit
Agreement to the Lenders shall be deemed to constitute representations and warranties by, or
agreements and covenants of, such Borrower under this Waiver and Consent and under the Credit
Agreement.



     7. Loan Documents. This Waiver and Consent is a Loan Document, and all provisions in
the Credit Agreement pertaining to Loan Documents apply hereto.



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     8. Governing Law. This Waiver and Consent 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.



     9. Counterparts. This Waiver and Consent 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 Waiver and Consent.



     10. Effect of Waiver and Consent. Except as expressly waived or agreed herein, all
covenants, obligations and agreements of the Borrowers contained in the Credit Agreement shall
remain in full force and effect in accordance with their terms. Without limitation of the
foregoing, the waivers, consents and agreements set forth herein are limited precisely to the
extent set forth herein and shall not be deemed to (a) be a consent or agreement to, or waiver or
modification of, any other term or condition of the Credit Agreement or any other documents
referred to therein, or (b) except as expressly set forth herein, prejudice any right or rights
that the Lenders may now have or may have in the future under or in connection with the Credit
Agreement or any of the documents referred to therein. Except as expressly modified hereby, the
terms and provisions of the Credit Agreement and any other documents or instruments executed in
connection with any of the foregoing are and shall remain in full force and effect, and the same
are hereby ratified and confirmed by the Borrowers in all respects. The granting of the waivers
and consents set forth herein does not and should not be construed to be an assurance or promise
that the waivers or consents will be granted in the future whether for matters herein stated or on
other unrelated matters.



     11. THIS WAIVER AND CONSENT 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.



[The Remainder of this Page Intentionally Left Blank]




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     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

general partner	 	 






	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Dane E. Whitehead	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Dane E. Whitehead	 	 
	 

	 	 	 	Title:
	 	President and Chief Financial Officer	 	 






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	 	 	FORTIS CAPITAL CORP.,

as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Deidre Sanborn	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Deidre Sanborn	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Darrell Holley	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Darrell Holley	 	 
	 

	 	Title:
	 	Managing Director	 	 







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