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 ”).

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 7¾% 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:

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.

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 7¾% 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 cl