ContractCredit Agreement • June 15th, 2011 • Copano Energy, L.L.C. • Natural gas transmission • New York
COPANO ENERGY, L.L.C. COPANO ENERGY FINANCE CORPORATION as Issuers, any Subsidiary Guarantors party hereto, and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of April 5, 2011 Debt SecuritiesIndenture • April 5th, 2011 • Copano Energy, L.L.C. • Natural gas transmission • New York
THIS INDENTURE dated as of April 5, 2011 is among Copano Energy, L.L.C., a Delaware limited liability company (the “Company”), Copano Energy Finance Corporation, a Delaware Corporation (“Finance Corp.,” and together with the Company, the “Issuers”), any Subsidiary Guarantors (as defined herein) party hereto, and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 2nd, 2005 • Copano Energy, L.L.C. • Natural gas transmission • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is effective as of August 24, 2005 by and between Copano Energy, L.L.C., a Delaware limited liability company (the “Company”), and (“Indemnitee”).
FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF COPANO ENERGY, L.L.C.Limited Liability Company Agreement • July 21st, 2010 • Copano Energy, L.L.C. • Natural gas transmission • Delaware
This FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF COPANO ENERGY, L.L.C., dated as of July 20, 2010 is entered into and effectuated by the Board of Directors of the Company pursuant to authority granted to it in Section 11.1 of the Third Amended and Restated Limited Liability Company Agreement of the Company dated April 30, 2007. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
CREDIT AGREEMENTCredit Agreement • August 15th, 2005 • Copano Energy, L.L.C. • Natural gas transmission • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of August 1, 2005, among COPANO ENERGY, L.L.C., a Delaware limited liability company (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.
EMPLOYMENT AGREEMENTEmployment Agreement • August 15th, 2005 • Copano Energy, L.L.C. • Natural gas transmission • Texas
This Employment Agreement (the “Agreement”) is entered into between Scissortail Energy, L.L.C., a Delaware limited liability company (“Employer”) and Bruce Roderick (“Employee”) on this 1st day of August 2005 (the “Commencement Date”).
VOTING AGREEMENTVoting Agreement • February 4th, 2013 • Copano Energy, L.L.C. • Natural gas transmission • Delaware
This VOTING AGREEMENT (this “Agreement”), is dated as of January 29, 2013, by and among Copano Energy, L.L.C., a Delaware limited liability company (the “Company”), Kinder Morgan Energy Partners, L.P., a Delaware limited partnership (“Parent”), Kinder Morgan G.P., Inc., a Delaware corporation and the general partner of Parent (“Parent GP” and, with Parent, the “Parent Parties”) and TPG Copenhagen, L.P. (the “Unitholder”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF COPANO ENERGY, L.L.C.Copano Energy, L.L.C. • December 15th, 2004 • Natural gas transmission • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF COPANO ENERGY, L.L.C., dated as of November 15, 2004 is entered into by Copano Partners, the CSFB Entities, the EnCap Entities, R. Bruce Northcutt and Matthew J. Assiff, 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:
AMENDED AND RESTATED GAS PROCESSING CONTRACT BETWEEN KINDER MORGAN TEXAS PIPELINE, L.P. AND COPANO PROCESSING, L.P. JANUARY 1, 2004Copano Energy, L.L.C. • November 4th, 2004 • Natural gas transmission
THIS AMENDED AND RESTATED GAS PROCESSING CONTRACT, made and entered into as of January 1, 2004 (the "Effective Date"), by and between KINDER MORGAN TEXAS PIPELINE, L.P. ("KMTP") and COPANO PROCESSING, L.P. ("COPANO").
EMPLOYMENT AGREEMENTEmployment Agreement • November 2nd, 2004 • Copano Energy, L.L.C. • Natural gas transmission • Texas
This Employment Agreement ("Agreement") is entered into effective the 1st day of October, 2004, by and between COPANO/OPERATIONS, INC., a Texas corporation (the "Company"), and JAMES J. GIBSON, III ("Employee").
COPANO ENERGY, L.L.C. 6,000,000 COMMON UNITS REPRESENTING LIMITED LIABILITY COMPANY INTERESTS UNDERWRITING AGREEMENT October 19, 2012Underwriting Agreement • October 24th, 2012 • Copano Energy, L.L.C. • Natural gas transmission • New York
Copano Energy, L.L.C., a Delaware limited liability company (the “Company”), proposes to issue and sell to the several underwriters named in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), the number of common units representing limited liability company interests in the Company set forth in Schedule 1 hereto (the “Firm Units”). The Company also proposes to issue and sell to the several Underwriters not more than 900,000 additional common units (the “Additional Units”) if and to the extent that the Representatives shall have determined to exercise, on behalf of the Underwriters, the right to purchase such Additional Units granted to the Underwriters in Section 2 hereof. The Firm Units and the Additional Units are hereinafter collectively referred to as the “Units.” The common units representing limited liability company interests in the Company to be outstanding after giving effect to the sales contemplated hereby are hereinaf
AGREEMENT AND PLAN OF MERGER Dated as of January 29, 2013 among KINDER MORGAN ENERGY PARTNERS, L.P., KINDER MORGAN G.P., INC., JAVELINA MERGER SUB LLC, and COPANO ENERGY, L.L.C.Agreement and Plan of Merger • February 4th, 2013 • Copano Energy, L.L.C. • Natural gas transmission • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of January 29, 2013 (this “Agreement”), is by and among Copano Energy, L.L.C., a Delaware limited liability company (the “Company”), Kinder Morgan Energy Partners, L.P., a Delaware limited partnership (“Parent”), Kinder Morgan G.P., Inc., a Delaware corporation and the general partner of Parent (“Parent GP”), and Javelina Merger Sub LLC, a Delaware limited liability company and a direct, wholly owned Subsidiary of Parent (“Merger Sub” and, with Parent and Parent GP, the “Parent Entities”). Certain terms used in this Agreement are defined in Section 8.11.
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF COPANO ENERGY, L.L.C.Limited Liability Company Agreement • April 30th, 2007 • Copano Energy, L.L.C. • Natural gas transmission • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF COPANO ENERGY, L.L.C., dated as of April 30, 2007 is entered into and effectuated by the Board of Directors of the Company pursuant to authority granted to it in Section 11.1 of the Second Amended and Restated Limited Liability Company Agreement of the Company dated November 15, 2004. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 9th, 2006 • Copano Energy, L.L.C. • Natural gas transmission • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of the 20th day of September, 2006, by and among COPANO ENERGY, L.L.C. (“Borrower”), BANK OF AMERICA, N.A., as Administrative Agent, and the Lenders party hereto.
COPANO ENERGY, L.L.C. DEFERRED COMPENSATION PLAN PARTICIPATION AGREEMENTParticipation Agreement • December 22nd, 2008 • Copano Energy, L.L.C. • Natural gas transmission
This Participation Agreement (“Participation Agreement”) is made this _____ day of December, 2008, by and between Copano Energy, L.L.C. (the “Company”) and _________________ (the “Participant”).
CREDIT AGREEMENT among COPANO HOUSTON CENTRAL, L.L.C. COPANO PROCESSING, L.P., AND COPANO NGL SERVICES, L.P. and COMERICA BANK Dated as of November 15, 2004Credit Agreement • December 15th, 2004 • Copano Energy, L.L.C. • Natural gas transmission • Texas
THIS CREDIT AGREEMENT is made and delivered to be effective as of November 15, 2004, by and between COPANO HOUSTON CENTRAL, L.L.C. ("CHC"), COPANO PROCESSING, L.P., and COPANO NGL SERVICES, L.P. (herein collectively referred to with all successors, assigns and/or personal representatives as the "Borrower"), and COMERICA BANK (herein referred to with its successors and assigns as the "Bank"). For and in consideration of the mutual promises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and Bank agree as follows:
COPANO ENERGY, L.L.C. COPANO ENERGY FINANCE CORPORATION AND THE GUARANTORS NAMED ON THE SIGNATURE PAGE HEREOF 8.125% SENIOR NOTES DUE 2016 INDENTURE Dated as of February 7, 2006 U.S. BANK NATIONAL ASSOCIATION, As TrusteeIndenture • February 8th, 2006 • Copano Energy, L.L.C. • Natural gas transmission • New York
This Indenture, dated as of February 7, 2006 is among Copano Energy, L.L.C., a Delaware limited liability company (the “Company”), Copano Energy Finance Corporation, a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), the guarantors listed on the signature page hereof (each, a “Guarantor” and, collectively, the “Guarantors”) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
BRIDGE LOAN AGREEMENTBridge Loan Agreement • August 15th, 2005 • Copano Energy, L.L.C. • Natural gas transmission • New York
This BRIDGE LOAN AGREEMENT (“Agreement”) is entered into as of August 1, 2005, among COPANO ENERGY, L.L.C., a Delaware limited liability company (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANC OF AMERICA BRIDGE LLC, as Administrative Agent.
5,000,000 Common Units COPANO ENERGY, L.L.C. Representing Limited Liability Company Interests UNDERWRITING AGREEMENTUnderwriting Agreement • October 26th, 2004 • Copano Energy, L.L.C. • Natural gas transmission • New York
RBC Capital Markets Corporation KeyBanc Capital Markets, a Division of McDonald Investments Inc. Sanders Morris Harris Inc. c/o RBC Capital Markets Corporation 60 South Sixth Street Minneapolis, MN 55402
RETIREMENT, RELEASE AND CONSULTING SERVICES AGREEMENTRetirement, Release and Consulting Services Agreement • July 30th, 2010 • Copano Energy, L.L.C. • Natural gas transmission • Texas
WHEREAS, Raber desires to retire and therefore resign his employment and any and all positions he has held with CPNO and Copano Energy, L.L.C. (“Copano”) and certain of its subsidiaries and to terminate his employment with CPNO effective August 2, 2010;
REGISTRATION RIGHTS AGREEMENT by and among Copano Energy, L.L.C. Copano Energy Finance Corporation The Guarantors Listed on Schedule A and Banc of America Securities LLC Credit Suisse Securities (USA) LLC Goldman, Sachs & Co. Lehman Brothers Inc....Registration Rights Agreement • February 8th, 2006 • Copano Energy, L.L.C. • Natural gas transmission • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 7, 2006, by and among Copano Energy, L.L.C., a Delaware limited liability company (the “Company”), Copano Energy Finance Corporation, a Delaware corporation (“FinCo”) (the Company and FinCo are referred to collectively as the “Issuers”), the guarantors listed on Schedule A hereto (collectively, the “Guarantors”), and Banc of America Securities LLC, Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., Lehman Brothers Inc., Comerica Securities, Inc., Fortis Securities LLC, KeyBanc Capital Markets, a Division of McDonald Investments Inc., Piper Jaffray & Co., RBC Capital Markets Corporation and Sanders Morris Harris Inc. (collectively, the “Initial Purchasers”), who have agreed to purchase the Issuers’ 81/8% Senior Notes due 2016 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial N
LEASE AGREEMENTLease Agreement • September 27th, 2004 • Copano Energy, L.L.C. • Natural gas transmission
THIS AGREEMENT entered into as of the 17th day of October, 2000, between PLOW REALTY COMPANY OF TEXAS, a Texas corporation, herein called "Lessor" and TEXAS GAS PLANTS, L. P., a Delaware limited partnership, herein called "Lessee";
COPANO ENERGY, L.L.C., COPANO ENERGY FINANCE CORPORATION, KINDER MORGAN ENERGY PARTNERS, L.P. THE GUARANTORS NAMED ON THE SIGNATURE PAGES HEREOF, AND as TrusteeFifth Supplemental Indenture • May 1st, 2013 • Copano Energy, L.L.C. • Natural gas transmission
THIS FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 1, 2013, is by and among Copano Energy, L.L.C., a Delaware limited liability company (the “Company”), Copano Energy Finance Corporation, a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), Kinder Morgan Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), the Guarantors (as defined in the Indenture referred to herein), and U.S. Bank National Association, as trustee (the “Trustee”).
COPANO ENERGY, L.L.C., COPANO ENERGY FINANCE CORPORATION, THE GUARANTORS NAMED ON THE SIGNATURE PAGES HEREOF, AND as Trustee Fourth Supplemental Indenture Dated as of April 11, 2013 to Indenture Dated as of April 5, 2011Fourth Supplemental Indenture • April 17th, 2013 • Copano Energy, L.L.C. • Natural gas transmission • New York
THIS FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 11, 2013, is by and among Copano Energy, L.L.C., a Delaware limited liability company (the “Company”), Copano Energy Finance Corporation, a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), the Guarantors (as defined in the Indenture referred to herein), and U.S. Bank National Association, as trustee (the “Trustee”).
Copano Energy, L.L.C. Long-Term Incentive Plan Grant of Phantom Units With DERsCopano Energy, L.L.C. • June 18th, 2007 • Natural gas transmission • Texas
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2005 • Copano Energy, L.L.C. • Natural gas transmission • Texas
This Second Amendment to Employment Agreement (“Second Amendment”) is entered into between CPNO Services, L.P., a Texas limited partnership (“Employer”), R. Bruce Northcutt (“Employee”), and the entities set forth on Exhibit A hereto (the “Copano Controlling Entities”) effective as of this 1st day of March, 2005 (the “Effective Date”). Capitalized terms used in this Second Amendment that are not otherwise defined herein shall have the meanings set forth in the Employment Agreement.
COPANO ENERGY, L.L.C. 2,500,000 Common Units Representing Limited Liability Company Interests UNDERWRITING AGREEMENT November 30, 2006Underwriting Agreement • December 1st, 2006 • Copano Energy, L.L.C. • Natural gas transmission • New York
In addition, such counsel shall state that he has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants of the Company and representatives of the Underwriters at which the contents of the Pre-Pricing Prospectus, the Prospectus and any Permitted Free Writing Prospectuses and related matters were discussed, and although such counsel did not independently verify, is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Pre-Pricing Prospectus, the Prospectus or any Permitted Free Writing Prospectus, on the basis of the foregoing, no facts have come to the attention of such counsel which lead him to believe that (i) the Registration Statement, at the Effective Time and as the time this Agreement is executed, contained an untrue statement of a material fact or omitted to state a material fact required t
STAKEHOLDERS' AGREEMENTStakeholders' Agreement • July 30th, 2004 • Copano Energy, L.L.C. • Delaware
This STAKEHOLDERS' AGREEMENT (this "Agreement") is dated as of July 30, 2004, and is made by and among Copano Energy, L.L.C., a Delaware limited liability company (formerly Copano Energy Holdings, L.L.C.) ("Copano Energy"), Copano Partners, L.P., a Delaware limited partnership ("Copano Partners"), R. Bruce Northcutt, an individual residing in Spring, Texas ("Mr. Northcutt"), Matthew J. Assiff, an individual residing in Houston, Texas ("Mr. Assiff"), EnCap Energy Capital Fund III, L.P., a Texas limited partnership ("EnCap III"), EnCap Energy Acquisition III-B, Inc., a Texas corporation ("EnCap III-B"), BOCP Energy Partners, L.P., a Texas limited partnership ("EnCap BOCP") (EnCap III, EnCap III-B and EnCap BOCP shall be referred to collectively as the "EnCap Entities"), CEH Holdco, Inc., a Delaware corporation ("CSFB-Holdco"), CEH Holdco II, Inc., a Delaware corporation ("CSFB-Holdco II"), DLJ Merchant Banking Partners III, L.P., a Delaware limited partnership ("DLJMB"), DLJ Offshore Par
FIRST AMENDMENT TO ADMINISTRATIVE AND OPERATING SERVICES AGREEMENTAdministrative and Operating Services Agreement • November 9th, 2007 • Copano Energy, L.L.C. • Natural gas transmission • Texas
This First Amendment to Administrative and Operating Services Agreement (“First Amendment”) is entered into among Copano/Operations, Inc., a Texas corporation (“Copano Operations”), Copano Energy, L.L.C., a Delaware limited liability company (“Copano Energy”), and the additional entities listed on the signature pages hereto (the “Copano Operating Subsidiaries”), effective as of this 1st day of July, 2007 (the “Effective Date”). Copano Energy and the Copano Operating Subsidiaries are sometimes collectively referred to in this Agreement as the “Copano Companies.” Capitalized terms used in this First Amendment that are not otherwise defined herein shall have the meanings set forth in the Services Agreement (as defined herein).
REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN COPANO ENERGY, L.L.C. AND CANTERA RESOURCES HOLDINGS LLCRegistration Rights Agreement • October 25th, 2007 • Copano Energy, L.L.C. • Natural gas transmission • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 19, 2007, by and among Copano Energy, L.L.C., a Delaware limited liability company (“Copano”), and Cantera Resources Holdings, LLC, a Delaware limited liability company (“CRH”).
FIRST AMENDMENT TO ADMINISTRATIVE AND OPERATING SERVICES AGREEMENTAdministrative and Operating Services Agreement • February 25th, 2011 • Copano Energy, L.L.C. • Natural gas transmission • Texas
This First Amendment to Administrative and Operating Services Agreement (“First Amendment”) is entered into between Copano/Operations, Inc., a Texas corporation (“Copano Operations”) and CPNO Services, L.P. (“CPNO Services”), a Texas limited partnership. Capitalized terms used in this First Amendment that are not otherwise defined herein shall have the meanings set forth in the Services Agreement (as defined herein).
THIRD AMENDED AND RESTATED GAS PROCESSING CONTRACT BETWEEN KINDER MORGAN TEXAS PIPELINE LLC AND COPANO PROCESSING, L.P. June 1, 2010Gas Processing Contract • August 6th, 2010 • Copano Energy, L.L.C. • Natural gas transmission • Texas
THIS THIRD AMENDED AND RESTATED GAS PROCESSING CONTRACT (this “Contract”) is made and entered into as of June 1, 2010 (the “Effective Date”), by and between KINDER MORGAN TEXAS PIPELINE LLC (“KMTP”) and COPANO PROCESSING, L.P. (“COPANO”). KMTP and COPANO may be referred to in this Contract individually as a “Party” and collectively as the “Parties”.
Copano Energy, L.L.C. Copano Energy Finance Corporation and The Guarantors Listed on Schedule APurchase Agreement • February 8th, 2006 • Copano Energy, L.L.C. • Natural gas transmission • New York
BANC OF AMERICA SECURITIES LLC CREDIT SUISSE SECURITIES (USA) LLC GOLDMAN, SACHS & CO. LEHMAN BROTHERS INC. COMERICA SECURITIES, INC. FORTIS SECURITIES LLC KEYBANC CAPITAL MARKETS, A DIVISION OF MCDONALD INVESTMENTS INC. PIPER JAFFRAY & CO. RBC CAPITAL MARKETS CORPORATION SANDERS MORRIS HARRIS INC. As Initial Purchasers c/o Banc of America Securities LLC 9 West 57th Street New York, New York 10019
Employment AgreementEmployment 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.
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF COPANO ENERGY, L.L.C.Limited Liability Company Agreement • August 15th, 2005 • Copano Energy, L.L.C. • Natural gas transmission • Delaware
THIS AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF COPANO ENERGY, L.L.C. (this “Amendment”), dated as of August 1, 2005, 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 Second Amended and Restated Limited Liability Company Agreement of Copano Energy, L.L.C., dated as of November 15, 2004, (the “Limited Liability Company Agreement”). Capitalized terms used but not defined herein are used as defined in the Limited Liability Company Agreement.
