0001047469-04-033053 Sample Contracts

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF COPANO ENERGY, L.L.C.
Limited Liability Company Agreement • November 4th, 2004 • Copano Energy, L.L.C. • Natural gas transmission • Delaware

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF COPANO ENERGY, L.L.C., dated as of November , 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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AMENDED AND RESTATED GAS PROCESSING CONTRACT BETWEEN KINDER MORGAN TEXAS PIPELINE, L.P. AND COPANO PROCESSING, L.P. JANUARY 1, 2004
Copano 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").

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 , 2004
Credit Agreement • November 4th, 2004 • Copano Energy, L.L.C. • Natural gas transmission • Texas

THIS CREDIT AGREEMENT is made and delivered to be effective as of November , 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:

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 4th, 2004 • Copano Energy, L.L.C. • Natural gas transmission

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 4, 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 Servi

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