0001307966-10-000012 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 22nd, 2010 • Copano Energy, L.L.C. • Natural gas transmission • Delaware

This REGISTRATION RIGHTS AGREEMENT, dated as of July 21, 2010 (this “Agreement”), is entered into by and between COPANO ENERGY, L.L.C., a Delaware limited liability company (“Copano”), and TPG Copenhagen, L.P., a Delaware limited partnership (the “Purchaser”).

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AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF COPANO ENERGY, L.L.C.
Limited Liability Company Agreement • July 22nd, 2010 • Copano Energy, L.L.C. • Natural gas transmission • Delaware

THIS AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF COPANO ENERGY, L.L.C. (this “Amendment”), dated as of July 21, 2010, is entered into and effectuated by the Board of Directors (the “Board”) of Copano Energy, L.L.C. (the “Company”) pursuant to authority granted to it in Sections 5.6 and 11.1 of the Fourth Amended and Restated Limited Liability Company Agreement of Copano Energy, L.L.C., dated as of July 20, 2010, as amended (as so amended, the “Limited Liability Company Agreement”). Capitalized terms used but not defined herein are used as defined in the Limited Liability Company Agreement.

SERIES A CONVERTIBLE PREFERRED UNIT PURCHASE AGREEMENT among COPANO ENERGY, L.L.C. and TPG COPENHAGEN, L.P. dated as of July 21, 2010
Series a Convertible Preferred Unit Purchase Agreement • July 22nd, 2010 • Copano Energy, L.L.C. • Natural gas transmission • Delaware
DIRECTOR DESIGNATION AGREEMENT
Director Designation Agreement • July 22nd, 2010 • Copano Energy, L.L.C. • Natural gas transmission • Delaware

This DIRECTOR DESIGNATION AGREEMENT, dated as of July 21, 2010 (this “Agreement”), is entered into by and between COPANO ENERGY, L.L.C., a Delaware limited liability company (“Copano”), and TPG Copenhagen, L.P., a Delaware limited partnership (the “Purchaser”).

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • July 22nd, 2010 • Copano Energy, L.L.C. • Natural gas transmission • New York

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of the 21st day of July, 2010, by and among COPANO ENERGY, L.L.C. (“Borrower”), BANK OF AMERICA, N.A., as Administrative Agent, LC Issuer and Swing Line Lender, and the Lenders party hereto.

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