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”).
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.
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.
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among SCISSORTAIL ENERGY, LLC HAMILTON SCISSORTAIL LLC, SCISSORTAIL HOLDINGS, LLC, JAY A. PRECOURT, FREDERIC C. HAMILTON, COPANO ENERGY, L.L.C. and COPANO ENERGY/ROCKY MOUNTAINS AND MID- CONTINENT, L.L.C....Membership Interest Purchase Agreement • August 15th, 2005 • Copano Energy, L.L.C. • Natural gas transmission • Delaware
This Membership Interest Purchase Agreement (this “Agreement”) is entered into as of June 20, 2005, by and among ScissorTail Energy, LLC, a Delaware limited liability company (the “Company”), Hamilton ScissorTail LLC, a Colorado limited liability company (“Hamilton LLC”) and ScissorTail Holdings, LLC, a Delaware limited liability company (“Holdings LLC”) together with Hamilton LLC the “Sellers” and each a “Seller”), Jay A. Precourt, Frederic C. Hamilton, Copano Energy, L.L.C., a Delaware limited liability company (“Buyer Parent”), and Copano Energy/Rocky Mountains and Mid-Continent, L.L.C., a Delaware limited liability company (“Buyer”). Each of the Company, Buyer Parent, Buyer and Sellers as a group are referred in this Agreement as a “Party” and collectively as the “Parties.” Jay A. Precourt joins as a signatory to this Agreement solely and exclusively with respect to the covenants set forth in §6(f), (i) and (j) and for no other purpose, and Frederic C. Hamilton joins as a signatory
CLASS B UNIT AND COMMON UNIT PURCHASE AGREEMENT BY AND AMONG COPANO ENERGY, L.L.C. AND KAYNE ANDERSON MLP INVESTMENT COMPANY RCH ENERGY MLP FUND LP RCH ENERGY MLP FUND-A LPClass B Unit and Common Unit Purchase Agreement • August 15th, 2005 • Copano Energy, L.L.C. • Natural gas transmission • Delaware
CLASS B UNIT AND COMMON UNIT PURCHASE AGREEMENT, dated as of June 17, 2005 (this “Agreement”), by and among COPANO ENERGY, L.L.C., a Delaware limited liability company (“Copano”), and each of KAYNE ANDERSON MLP INVESTMENT COMPANY (“KAMIC”), RCH ENERGY MLP FUND LP (“RCH”), RCH ENERGY MLP FUND-A LP (“RCH-A”), TORTOISE ENERGY INFRASTRUCTURE CORPORATION (“TEIFC”), TORTOISE ENERGY CAPITAL CORPORATION (“TECC”), GOLDMAN, SACHS & CO., on behalf of Principal Strategies Group (“Goldman”), ENERGY INCOME AND GROWTH FUND (“EIGF”), FIDUCIARY/CLAYMORE MLP OPPORTUNITY FUND (“FCMOF”), ALERIAN OPPORTUNITY PARTNERS LP (“AOP”), ALERIAN CAPITAL PARTNERS LP (“ACP”), STROME HEDGECAP, LP (“SH”), STROME ALPHA, LP (“SA”) AND STROME FAMILY FOUNDATION (“SFF”) (each of KAMIC, RCH, RCH-A, TEIFC, TECC, EIGF FCMOF, AOP, ACP and SH, SA and SFF a “Purchaser” and collectively, the “Purchasers”).
UNITHOLDER VOTING AGREEMENTUnitholder Voting Agreement • August 15th, 2005 • Copano Energy, L.L.C. • Natural gas transmission • Delaware
THIS VOTING AGREEMENT (the “Agreement”) dated as of August 1, 2005 by and among Copano Partners Trust, a Delaware statutory trust (“Copano Partners Trust”), MBP III AIV, L.P., MBP III Onapoc Holdings LLC (and together with MBP III AIV, L.P., the “CSFB Entities”), R. Bruce Northcutt, an individual residing in Spring, Texas (“Mr. Northcutt”) and Matthew J. Assiff, an individual residing in Houston, Texas (“Mr. Assiff”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG COPANO ENERGY, L.L.C. AND KAYNE ANDERSON MLP INVESTMENT COMPANY RCH ENERGY MLP FUND LP RCH ENERGY MLP FUND-A LP TORTOISE ENERGY INFRASTRUCTURE CORPORATION TORTOISE ENERGY CAPITAL CORPORATION GOLDMAN, SACHS &...Registration Rights Agreement • August 15th, 2005 • Copano Energy, L.L.C. • Natural gas transmission • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of August 1, 2005, by and among Copano Energy, L.L.C., a Delaware limited liability company (“Copano”), and KAYNE ANDERSON MLP INVESTMENT COMPANY (“KAMIC”), RCH ENERGY MLP FUND LP (“RCH”), RCH ENERGY MLP FUND-A LP (“RCH-A”), GOLDMAN, SACHS & CO., on behalf of Principal Strategies Group (“Goldman”), TORTOISE ENERGY INFRASTRUCTURE CORPORATION (“TEIFC”), TORTOISE ENERGY CAPITAL CORPORATION (“TECC”), ENERGY INCOME AND GROWTH FUND (“EIGF”), FIDUCIARY/CLAYMORE MLP OPPORTUNITY FUND (“FCMOF”), ALERIAN OPPORTUNITY PARTNERS LP (“AOP”), ALERIAN CAPITAL PARTNERS LP (“ACP”), STROME MLP FUND, L.P. (“SMF”), STROME ALPHA, LP (“SA”) AND STROME FAMILY FOUNDATION (“SFF”) (each of KAMIC, RCH, RCH-A, TEIFC, TECC, EIGF, FCMOF, AOP, ACP, SMF, SA and SFF a “Purchaser” and collectively, the “Purchasers”).
Copano Energy Long-Term Incentive Plan ScissorTail Energy, L.L.C. Grant of Restricted UnitsCopano Energy, L.L.C. • August 15th, 2005 • Natural gas transmission • Texas
