0001047469-04-030946 Sample Contracts

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF COPANO ENERGY, L.L.C.
Copano Energy, L.L.C. • October 12th, 2004 • Natural gas transmission • Delaware

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF COPANO ENERGY, L.L.C., dated as of [ ], 2004 is entered into by the Initial Members, together with any other Persons who hereafter become Members in Copano Energy, L.L.C. (the "Company") or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

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Employment Agreement
Employment Agreement • October 12th, 2004 • Copano Energy, L.L.C. • Natural gas transmission • Texas

pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Lender. Lender shall have the right, at any time after the failure of Pledgor to satisfy the Note in accordance with its terms (an "Event of Default") in its sole discretion and without notice to Pledgor, to transfer to or to register in the name of Lender or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights specified in Section 7(a) hereof. In addition, Lender shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations.

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 13, 2004 among COPANO PIPELINES GROUP, L.L.C., COPANO FIELD SERVICES/COPANO BAY, L.P., COPANO FIELD SERVICES/AGUA DULCE, L.P., COPANO FIELD SERVICES/SOUTH TEXAS, L.P., COPANO FIELD...
Credit Agreement • October 12th, 2004 • Copano Energy, L.L.C. • Natural gas transmission

THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 13, 2004, is by and among COPANO PIPELINES GROUP, L.L.C. ("CPG"), a Delaware limited liability company, COPANO FIELD SERVICES/COPANO BAY, L.P. ("CFS Copano Bay"), a Texas limited partnership acting by and through Copano Field Services, L.L.C., its General Partner, COPANO FIELD SERVICES/AGUA DULCE, L.P. ("CFS Agua Dulce"), a Texas limited partnership acting by and through Copano Field Services, L.L.C., its General Partner, COPANO FIELD SERVICES/SOUTH TEXAS, L.P. ("CFS South Texas"), a Texas limited partnership acting by and through Copano Field Services, L.L.C., its General Partner, COPANO FIELD SERVICES/UPPER GULF COAST, L.P. ("CFS Upper Gulf Coast"), a Texas limited partnership, acting by and through Copano Field Services, L.L.C., its General Partner, COPANO FIELD SERVICES/LIVE OAK, L.P. ("CFS Live Oak"), a Texas limited partnership acting by and through Copano Field Services, L.L.C., its General Partner, COPANO FIELD SE

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • October 12th, 2004 • Copano Energy, L.L.C. • Natural gas transmission • Texas
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • October 12th, 2004 • Copano Energy, L.L.C. • Natural gas transmission

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 15, 2004 (herein called this "Amendment"), by and among COPANO PIPELINES GROUP, L.L.C. ("CPG"), a Delaware limited liability company, COPANO FIELD SERVICES/COPANO BAY, L.P. ("CFS Copano Bay"), a Texas limited partnership acting by and through Copano Field Services, L.L.C., its General Partner, COPANO FIELD SERVICES/AGUA DULCE, L.P. ("CFS Agua Dulce"), a Texas limited partnership acting by and through Copano Field Services, L.L.C., its General Partner, COPANO FIELD SERVICES/SOUTH TEXAS, L.P. ("CFS South Texas"), a Texas limited partnership acting by and through Copano Field Services, L.L.C., its General Partner, COPANO FIELD SERVICES/UPPER GULF COAST, L.P. ("CFS Upper Gulf Coast"), a Texas limited partnership, acting by and through Copano Field Services, L.L.C., its General Partner, COPANO FIELD SERVICES/LIVE OAK, L.P. ("CFS Live Oak"), a Texas limited partnership acting by and through Copano Field Services

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