## ***Exhibit 10.10***

 

## ***Assignment and AssumptionAgreement***

 

 

This Assignment and Assumption Agreement (this *“Agreement”*)is entered as of this 1st day of January, 2005 (the “Effective Date”), by andbetween Copano/Operations, Inc., a Texas corporation (*“Assignor”*),and CPNO Services, L.P., a Delaware limited partnership (*“Assignee”*).  Assignor and Assignee are sometimesindividually referred to herein as a *“Party”* orcollectively as the *“Parties”*.

 

Assignoris a party to that certain Employment Agreement dated April 9, 2003, betweenAssignor, the Copano Controlling Entities (as defined therein) and R. BruceNorthcutt, as amended by that certain First Amendment to Employment Agreementdated July 30, 2004 (the “*EmploymentAgreement*”);

 

Pursuant to Section 13 of the Employment Agreement, Assignor desires toassign to Assignee Assignor’s rights (the *“Assigned Rights”*)and obligations (the *“Assigned Obligations”*)under the Employment Agreement relating to periods on and after the EffectiveDate as set forth below; and

 

Assignee desires to assume the Assigned Rights and AssignedObligations, on and after the Effective Date;

 

**NOW, THEREFORE,**in considerationof the above recitals and the mutual covenants and agreements set forth below,the Parties covenant and agree as follows:

 

1.             *Assignment*.  Assignorhereby sells, conveys, transfers, delivers and assigns to Assignee, andAssignee hereby accepts, all of Assignor’s right, title and interest in and tothe Employment Agreement, whether accrued, absolute or contingent, from andafter the Effective Date, together with the Assigned Rights and the AssignedObligations related thereto.

 

2.             *Assumption*.  Assigneehereby assumes and agrees to pay, perform and discharge the AssignedObligations when due.

 

3.             *Miscellaneous*.

 

(a)           *Successors and Assigns*. This Agreement shall be binding upon, and inure to the benefit of, theParties and their respective successors and assigns.

 

(b)           *Governing Law*.  ThisAgreement shall be governed by and construed in accordance with the domesticlaws of the State of Texas without giving effect to any choice or conflict oflaw provision or rule (whether of the State of Texas or any other jurisdiction)that would cause the application of the laws of any jurisdiction other than theState of Texas.

 

(c)           *Counterparts.* ThisAgreement may be executed in one or more counterparts, each of which shall bedeemed an original but all of which together will constitute one and the sameinstrument.

 

**IN WITNESS WHEREOF,** the Partieshave executed this Agreement as of the date first above written.

 

 
|   | “ASSIGNOR”    |
|--------|-------------------------|
|   |                    |
|   |                    |
|   | COPANO/OPERATIONS, INC. |
|   |                    |   |
|   |                    |   |
|   | By:                     | /s/ John R. Eckel, Jr. |
|   |                    | John R. Eckel, Jr.,  Chairman and Chief |
|   |                    | Executive Officer |

 

----

 
|                   | “ASSIGNEE” |
|------------------------|----------------------|
|                   |                 |
|                   | CPNO SERVICES, L.P.  |
|                   | By:                  | CPNO Services GP, L.L.C.,  its General Partner |
|                   |                 |   |
|                   |                 |   |
|                   | By:                  | /s/ John R. Eckel, Jr. |   |
|                   |                 | John R. Eckel, Jr.,  Chairman and Chief |
|                   |                 | Executive Officer |
|                   |                 |   |
|                   |                 |   |
| Acknowledged by:       |                 |   |
|                   |                 |   |
|                   |                 |   |
| /s/ R. Bruce Northcutt |                 |   |
| R. Bruce Northcutt     |                 |   |

 

----