***Exhibit 10.40***FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT     THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as ofthe 19th day of October, 2007, by and among COPANO ENERGY, L.L.C. (“Borrower”), BANK OF AMERICA,N.A., as Administrative Agent, LC Issuer and Swing Line Lender, JPMORGAN CHASE BANK, N.A. andWACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents, FORTIS CAPITAL CORP. and MERRILLLYNCH CAPITAL, as Co-Documentation Agents, the Lenders party hereto and BANC OF AMERICA SECURITIESLLC, as Sole Lead Arranger and Sole Book Manager.W I T N E S S E T H:     WHEREAS, Borrower, Administrative Agent and the lenders named therein entered into thatcertain Amended and Restated Credit Agreement dated as of January 12, 2007 (the “OriginalAgreement”) for the purposes and consideration therein expressed; and     WHEREAS, Borrower, Administrative Agent and Lenders desire to amend the Original Agreement toincrease the Aggregate Commitments from $200,000,000 to $550,000,000, to extend the Maturity Dateto October 18, 2012, to provide financing for the Cantera Acquisition, including the refinancing ofcertain Indebtedness of Cantera, and for the other purposes described herein;     NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreementscontained herein and in the Original Agreement, and for other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree asfollows:ARTICLE I. — Definitions and References     § 1.1. Terms Defined in the Original Agreement. Unless the context otherwise requiresor unless otherwise expressly defined herein, the terms defined in the Original Agreement shallhave the same meanings whenever used in this Amendment.     § 1.2. Other Defined Terms. Unless the context otherwise requires, the followingterms when used in this Amendment shall have the meanings assigned to them in this § 1.2.     “Amendment” means this First Amendment to Credit Agreement.     “Credit Agreement” means the Original Agreement as amended hereby.     “New Lender” means each of the new Lenders identified on Schedule 2.01 attachedhereto.ARTICLE II. — Amendments     § 2.1. Definitions. Section 1.01 of the Original Agreement and the definitionstherein are hereby amended as follows:     The table in the definition of “Applicable Rate” shall read as follows:
 

 
**Applicable Rate**                       Eurodollar          Rate +*****  Pricing Consolidated Commitment Letters of Base RateLevel Leverage Ratio Fee***** Credit***** +*****    1 >5.00:1  0.375%  2.50%  1.50%    2 >4.50:1 but <5.00:1  0.375%  2.25%  1.25%    3 >4.00:1 but < 4.50:1  0.300%  2.00%  1.00%    4 >3.50:1 but < 4.00:1  0.250%  1.75%  0.75%    5 >3.00:1 but < 3.50:1  0.250%  1.50%  0.50%    6 <3.00:1  0.200%  1.25%  0.25%     The first sentence of the definition of “Base Rate” is amended by adding the following provisoat the end thereof: “; provided that, as to any Swing Line Loan, the Base Rate means, for any day,a rate per annum equal to the LIBOR Monthly Floating Base Rate”; and a new sentence is added at theend of such definition, to read as follows:  For purposes of this definition, “LIBOR Monthly Floating Base Rate” means, for anyday, the fluctuating rate of interest (rounded upwards, as necessary, to the nearest 1/100of 1%) equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), aspublished by Reuters (or other commercially available source providing quotations of BBALIBOR as designated by the Administrative Agent from time to time) at approximately 11:00a.m., London time, on such day, or if such day is not a Business Day, then the immediatelypreceding Business Day (or if not so reported, then as determined by the AdministrativeAgent from another recognized source or interbank quotation), for Dollar deposits with aterm of one month, as adjusted from time to time in the Administrative Agent’s solediscretion for changes in deposit insurance requirements and other regulatory costs.     New definitions of “Base Rate Committed Loan” and “Bighorn” are added in appropriatealphabetical order, to read as follows:     “Base Rate Committed Loan” means a Committed Loan that is a Base Rate Loan.     “Bighorn” means Bighorn Gas Gathering, L.L.C., a Delaware limited liabilitycompany.     The definition of “Borrowing” shall read as follows:     “Borrowing” means a Committed Borrowing or a Swing Line Borrowing, as thecontext may require.     New definitions of “Cantera:, “Cantera Acquisition”, “Cantera Acquisition Agreement”, “CanteraAcquisition Documents”, “Cantera Credit Facility”, “Cantera Equity Offering”,
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     “Cantera Gas Holdings”, “CMS Subordinated Note” and “CMS Subordinated Security Agreement” areadded in appropriate alphabetical order, to read as follows:     “Cantera” means Cantera Natural Gas, LLC, a Delaware limited liability company.     “Cantera Acquisition” means the acquisition by Copano Energy/Rocky Mountains,L.L.C., a wholly-owned Subsidiary of Borrower, of all of the Equity Interests in Canterapursuant to the Cantera Acquisition Agreement.     “Cantera Acquisition Agreement” means the Purchase Agreement dated as of August31, 2007 among Borrower, Copano Energy/Rocky Mountains, L.L.C., and Cantera ResourcesHoldings, LLC relating to the purchase and sale of 100% of the Equity Interests in Cantera.     “Cantera Acquisition Documents” means (a) the Cantera Acquisition Agreement,(b) documents evidencing the termination of the Cantera Credit Facility and the terminationand release of all Liens securing the Cantera Credit Facility, and (c) all other agreements,assignments, deeds, conveyances, certificates and other documents and instruments now orhereafter executed and delivered in connection with the Cantera Acquisition.     “Cantera Credit Facility” means that certain Fourth Amended and Restated CreditAgreement dated as of March 3, 2005 among Cantera, the lenders party thereto, and WellsFargo Bank, National Association, as administrative agent and issuing bank, as amended,refinanced as of the First Amendment Effective Date by proceeds of Loans hereunder.     “Cantera Equity Offering” means the issuance by Borrower of Equity Interests,the proceeds of which are to be used to finance the Cantera Acquisition.     “Cantera Gas Holdings” means Cantera Gas Holdings, LLC, a Delaware limitedliability company, and a wholly-owned Subsidiary of Cantera.     “CMS Subordinated Note” means that certain Amended and Restated Promissory Notedated February 27, 2004 made by Cantera Gas Holdings and payable to the order of CMS GasTransmission Company in the original principal amount of $50,000,000.     “CMS Subordinated Security Agreement” means that certain Security Agreementdated as of February 27, 2004 between Cantera Gas Holdings in favor of CMS Gas TransmissionCompany, pledging Cantera Gas Holdings’ Equity Interests (and interest, dividends anddistributions in respect thereof) in Bighorn and Fort Union.     The reference to “Loans” in clause (a) of the definition of “Commitment” shall refer insteadto “Committed Loans”; “and” immediately prior to clause (b) thereof shall be deleted, and “(b)purchase participations in L/C Obligations,” shall read “(b) purchase participations in L/CObligations, and (c) purchase participations in Swing Line Loans,”     New definitions of “Committed Borrowing”, “Committed Loan” and “Committed Loan Notice” areadded in appropriate alphabetical order, to read as follows:
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     “Committed Borrowing” means a borrowing consisting of simultaneous CommittedLoans of the same Type and, in the case of Eurodollar Rate Loans, having the same InterestPeriod made by each of the Lenders pursuant to Section 2.01.     “Committed Loan” has the meaning specified in Section 2.01.     “Committed Loan Notice” means a notice of (a) a Committed Borrowing, (b) aconversion of Committed Loans from one Type to the other, or (c) a continuation ofEurodollar Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall besubstantially in the form of Exhibit A.     The references to “Loans” and “participations in L/C Obligations” in clause (a) of thedefinition of “Defaulting Lender” shall refer instead to “Committed Loans” and “participations inL/C Obligations or participations in Swing Line Loans”, respectively.     The reference to “a Loan” in the definition of “Eurodollar Rate Loan” shall refer instead to“a Committed Loan”.     New definitions of “First Amendment Effective Date” and “Fort Union” are added in appropriatealphabetical order, to read as follows:     “First Amendment Effective Date” has the meaning given such term in thatcertain First Amendment to Credit Agreement dated October 19, 2007 among Borrower,Administrative Agent and the Lenders a party thereto, amending this Agreement.     “Fort Union” means Fort Union Gas Gathering, L.L.C., a Delaware limitedliability company.     The reference to “as to any Base Rate Loan” in clause (b) of the definition of “InterestPayment Date” shall refer instead to “as to any Base Rate Loan (including a Swing Line Loan)”.     The reference to “Borrowing” in the definition of “L/C Borrowing” shall refer instead to“Committed Borrowing”.     The definition of “Lender” shall include at the end thereof: “and, as the context requires,includes the Swing Line Lender”.     The reference to “$25,000,000” in the definition of “Letter of Credit Sublimit” shall referinstead to “$50,000,000”.     The definition of “Loan” shall read as follows:     “Loan” means an extension of credit by a Lender to the Borrower underArticle II in the form of a Committed Loan or a Swing Line Loan.     The definition of “Loan Notice” is deleted in its entirety.     The “and” immediately prior to clause (c) of the definition of “Material Contracts” isdeleted, clause (c) thereof is redesignated as clause (d), and a new clause (c) is added to read asfollows: “(c) the Cantera Acquisition Agreement, and”.
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     The definition of “Maturity Date” shall read as follows:     “Maturity Date” means October 18, 2012.     The two references to “Loans” in clause (i) of the definition of “Outstanding Amount” shallrefer instead to “Committed Loans and Swing Line Loans”     The definition of “Request for Credit Extension” shall read as follows:     “Request for Credit Extension” means (a) with respect to a Borrowing,conversion or continuation of Committed Loans, a Committed Loan Notice, (b) with respect toan L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a SwingLine Loan, a Swing Line Loan Notice.     The reference to “risk participation and funded participation in L/C Obligations” in thedefinition of “Required Lenders” shall refer instead to “risk participation and fundedparticipation in L/C Obligations and Swing Line Loans”.     The new definitions of “Swing Line Borrowing”, “Swing Line Lender”, “Swing Line Loan”, “SwingLine Loan Notice” and “Swing Line Sublimit” are hereby added in appropriate alphabetical order, toread as follows:     “Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant toSection 2.04.     “Swing Line Lender” means Bank of America in its capacity as provider of SwingLine Loans, or any successor swing line lender hereunder.     “Swing Line Loan” has the meaning specified in Section 2.04(a).     “Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant toSection 2.04(b), which, if in writing, shall be substantially in the form ofExhibit B.     “Swing Line Sublimit” means an amount equal to the lesser of (a) $50,000,000and (b) the Aggregate Commitments. The Swing Line Sublimit is part of, and not in additionto, the Aggregate Commitments.     The first reference to “Loan” in the definition of “Type” shall refer instead to “CommittedLoan”.     § 2.2. Committed Loans. Section 2.01 of the Original Agreement is hereby amended asfollows:     All references to “Loan”, “Loans” or “Borrowing” shall refer instead to “CommittedLoan”, “Committed Loans” or “Committed Borrowing”, respectively.     The reference to “such Lender’s Applicable Percentage of the Outstanding Amount of allL/C Obligations” in clause (ii) shall refer instead to “such Lender’s Applicable Percentageof the Outstanding Amount of all L/C Obligations, plus such Lender’s ApplicablePercentage of the Outstanding Amount of all Swing Line Loans”.
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     § 2.3. Borrowings, Conversions and Continuations of Committed Loans. Section 2.02 ofthe Original Agreement is hereby amended as follows:     All references to “Borrowing”, “Loan”, “Loans”, “Base Rate Loans” or “Loan Notice”shall refer instead to “Committed Borrowing”, “Committed Loan”, “Committed Loans”,“Committed Base Rate Loans” or “Committed Loan Notice”, respectively.     § 2.4. Letters of Credit. Section 2.03 of the Original Agreement is hereby amended asfollows:     Clause (y) of the proviso in the first sentence of Section 2.03(a)(i) shall read asfollows: “(y) the aggregate Outstanding Amount of the Committed Loans of any Lender,plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/CObligations, plus such Lender’s Applicable Percentage of the Outstanding Amount ofall Swing Line Loans shall not exceed such Lender’s Commitment, and”.     The references to “Borrowing” and “Loan Notice” in the fourth sentence of Section2.03(c)(i) shall refer instead to “Committed Borrowing” and “Committed Loan Notice”respectively.     The reference to “Base Rate Loan” in the first sentence of Section 2.03(c)(ii) shallrefer instead to “Base Rate Committed Loan”.     The reference to “Borrowing” in the first sentence of Section 2.03(c)(iii) shall referinstead to “Committed Borrowing”.     The reference to “Loan” in Section 2.03(c)(iv) shall refer instead to “Committed Loan”.     The two references to “Loans” and the reference to “Loan Notice” in the first sentenceof Section 2.03(c)(v) shall refer instead to “Committed Loans” and to “Committed LoanNotice” respectively.     § 2.5. Swing Line Loans. Section 2.04 of the Original Agreement is hereby amended inits entirety to read as follows:     **2.04 Swing Line Loans.**     (a) The Swing Line. Subject to the terms and conditions set forth herein, theSwing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth inthis Section 2.04, to make loans (each such loan, a “Swing Line Loan”) tothe Borrower from time to time on any Business Day during the Availability Period in anaggregate amount not to exceed at any time outstanding the amount of the Swing LineSublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with theApplicable Percentage of the Outstanding Amount of Committed Loans and L/C Obligations ofthe Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment;provided, however, that after giving effect to any Swing Line Loan, (i) theTotal Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregateOutstanding Amount of the Committed Loans of any Lender, plus such Lender’sApplicable Percentage of the Outstanding Amount of all L/C Obligations, plus
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such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loansshall not exceed such Lender’s Commitment, and provided, further, that theBorrower shall not use the proceeds of any Swing Line Loan to refinance any outstandingSwing Line Loan. Within the foregoing limits, and subject to the other terms and conditionshereof, the Borrower may borrow under this Section 2.04, prepay under Section2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be aBase Rate Loan. Immediately upon the making of a Swing Line Loan, each Lender shall bedeemed to, and hereby irrevocably and unconditionally agrees to, purchase from the SwingLine Lender a risk participation in such Swing Line Loan in an amount equal to the productof such Lender’s Applicable Percentage times the amount of such Swing Line Loan.     (b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon theBorrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, whichmay be given by telephone. Each such notice must be received by the Swing Line Lender andthe Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shallspecify (i) the amount to be borrowed, which shall be a minimum of $500,000, and (ii) therequested borrowing date, which shall be a Business Day. Each such telephonic notice mustbe confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of awritten Swing Line Loan Notice, appropriately completed and signed by a Responsible Officerof the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic SwingLine Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (bytelephone or in writing) that the Administrative Agent has also received such Swing LineLoan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (bytelephone or in writing) of the contents thereof. Unless the Swing Line Lender has receivednotice (by telephone or in writing) from the Administrative Agent (including at the requestof any Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A)directing the Swing Line Lender not to make such Swing Line Loan as a result of thelimitations set forth in the first proviso to the first sentence of Section 2.04(a),or (B) that one or more of the applicable conditions specified in Article IV is notthen satisfied, then, subject to the terms and conditions hereof, the Swing Line Lenderwill, not later than 3:00 p.m. on the borrowing date specified in such Swing Line LoanNotice, make the amount of its Swing Line Loan available to the Borrower at its office bycrediting the account of the Borrower on the books of the Swing Line Lender in immediatelyavailable funds.     (c) Refinancing of Swing Line Loans.     (i) The Swing Line Lender at any time in its sole and absolute discretion mayrequest, on behalf of the Borrower (which hereby irrevocably authorizes the SwingLine Lender to so request on its behalf), that each Lender make a Base RateCommitted Loan in an amount equal to such Lender’s Applicable Percentage of theamount of Swing Line Loans then outstanding. Such request shall be made in writing(which written request shall be deemed to be a Committed Loan Notice for purposeshereof) and in accordance with the requirements of Section 2.02, withoutregard to the minimum and multiples specified therein for the principal amount ofBase Rate Loans, but subject to the
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unutilized portion of the Aggregate Commitments and the conditions set forth inSection 4.02. The Swing Line Lender shall furnish the Borrower with a copyof the applicable Committed Loan Notice promptly after delivering such notice to theAdministrative Agent. Each Lender shall make an amount equal to its ApplicablePercentage of the amount specified in such Committed Loan Notice available to theAdministrative Agent in immediately available funds for the account of the SwingLine Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the dayspecified in such Committed Loan Notice, whereupon, subject to Section2.04(c)(ii), each Lender that so makes funds available shall be deemed to havemade a Base Rate Committed Loan to the Borrower in such amount. The AdministrativeAgent shall remit the funds so received to the Swing Line Lender.     (ii) If for any reason any Swing Line Loan cannot be refinanced by such aCommitted Borrowing in accordance with Section 2.04(c)(i), the request forBase Rate Committed Loans submitted by the Swing Line Lender as set forth hereinshall be deemed to be a request by the Swing Line Lender that each of the Lendersfund its risk participation in the relevant Swing Line Loan and each Lender’spayment to the Administrative Agent for the account of the Swing Line Lenderpursuant to Section 2.04(c)(i) shall be deemed payment in respect of suchparticipation.     (iii) If any Lender fails to make available to the Administrative Agent for theaccount of the Swing Line Lender any amount required to be paid by such Lenderpursuant to the foregoing provisions of this Section 2.04(c) by the timespecified in Section 2.04(c)(i), the Swing Line Lender shall be entitled torecover from such Lender (acting through the Administrative Agent), on demand, suchamount with interest thereon for the period from the date such payment is requiredto the date on which such payment is immediately available to the Swing Line Lenderat a rate per annum equal to the greater of the Federal Funds Rate and a ratedetermined by the Swing Line Lender in accordance with banking industry rules oninterbank compensation, plus any administrative, processing or similar feescustomarily charged by the Swing Line Lender in connection with the foregoing. Ifsuch Lender pays such amount (with interest and fees as aforesaid), the amount sopaid shall constitute such Lender’s Committed Loan included in the relevantCommitted Borrowing or funded participation in the relevant Swing Line Loan, as thecase may be. A certificate of the Swing Line Lender submitted to any Lender(through the Administrative Agent) with respect to any amounts owing under thisclause (iii) shall be conclusive absent manifest error.     (iv) Each Lender’s obligation to make Committed Loans or to purchase and fundrisk participations in Swing Line Loans pursuant to this Section 2.04(c)shall be absolute and unconditional and shall not be affected by any circumstance,including (A) any setoff, counterclaim, recoupment, defense or other right whichsuch Lender may have against the Swing Line Lender, the Borrower or any other Personfor any reason whatsoever, (B) the occurrence or continuance of a Default, or (C)any other occurrence, event or condition, whether or not similar to any of theforegoing; provided, however, that each Lender’s obligation to make
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Committed Loans pursuant to this Section 2.04(c) is subject to theconditions set forth in Section 4.02. No such funding of riskparticipations shall relieve or otherwise impair the obligation of the Borrower torepay Swing Line Loans, together with interest as provided herein.     (d) Repayment of Participations.     (i) At any time after any Lender has purchased and funded a risk participationin a Swing Line Loan, if the Swing Line Lender receives any payment on account ofsuch Swing Line Loan, the Swing Line Lender will distribute to such Lender itsApplicable Percentage thereof in the same funds as those received by the Swing LineLender.     (ii) If any payment received by the Swing Line Lender in respect of principalor interest on any Swing Line Loan is required to be returned by the Swing LineLender under any of the circumstances described in Section 10.05 (includingpursuant to any settlement entered into by the Swing Line Lender in its discretion),each Lender shall pay to the Swing Line Lender its Applicable Percentage thereof ondemand of the Administrative Agent, plus interest thereon from the date of suchdemand to the date such amount is returned, at a rate per annum equal to the FederalFunds Rate. The Administrative Agent will make such demand upon the request of theSwing Line Lender. The obligations of the Lenders under this clause shall survivethe payment in full of the Obligations and the termination of this Agreement.     (e) Interest for Account of Swing Line Lender. The Swing Line Lender shall beresponsible for invoicing the Borrower for interest on the Swing Line Loans. Until eachLender funds its Base Rate Committed Loan or risk participation pursuant to this Section2.04 to refinance such Lender’s Applicable Percentage of any Swing Line Loan, interestin respect of such Applicable Percentage shall be solely for the account of the Swing LineLender.     (f) Payments Directly to Swing Line Lender. The Borrower shall make allpayments of principal and interest in respect of the Swing Line Loans directly to the SwingLine Lender.     § 2.6. Prepayments. Section 2.05 of the Original Agreement is hereby amended asfollows:     The reference to “Loans” and two references to “Base Rate Loans” in the first sentenceof Section 2.05(a) shall refer instead to “Committed Loans” and to “Base Rate CommittedLoans” respectively, and the references to “Loans” in the second sentence and last sentenceof Section 2.05(a) shall refer instead to “Committed Loans”.     Section 2.05(b) shall read as follows:     (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to theAdministrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loansin whole or in part without premium or penalty; provided that (i) such notice
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must be received by the Swing Line Lender and the Administrative Agent not later than1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimumprincipal amount of $500,000. Each such notice shall specify the date and amount of suchprepayment. If such notice is given by the Borrower, the Borrower shall make suchprepayment and the payment amount specified in such notice shall be due and payable on thedate specified therein.     Original Sections 2.05(b), (c) and (d) of the Original Agreement are redesignatedSections 2.05(c), (d) and (e), respectively.     The reference to “Section 2.05(b)” in original Section 2.05(b) shall refer instead to“Section 2.05(c)”; the reference to “Section 2.05(d)” in original Section 2.05(c) shallrefer instead to “Section 2.05(e)”; and the reference to Section 2.05(c) in original Section2.05(d) shall refer instead to “Section 2.05(d).     § 2.7. Termination or Reduction of Commitments. The reference to “the Letter ofCredit Sublimit” in clause (iv) of Section 2.06 of the Original Agreement is hereby amended torefer instead to “the Letter of Credit Sublimit or the Swing Line Sublimit”.     § 2.8. Repayment of Loans. Section 2.07 of the Original Agreement is hereby amendedin its entirety to read as follows:**     2.07 Repayment of Loans.**     (a) The Borrower shall repay to the Lenders on the Maturity Date the aggregateprincipal amount of Committed Loans outstanding on such date.     (b) The Borrower shall repay each Swing Line Loan on the earlier to occur of (i) thedate ten Business Days after such Loan is made and (ii) the Maturity Date.     § 2.9. Interest. The reference to “Base Rate Loan” in Section 2.08(a)(ii) of theOriginal Agreement is hereby amended to refer instead to “Base Rate Committed Loan” and suchSection 2.08(a)(ii) is further amended by deleting “and” immediately prior to clause (ii) thereofand adding the following at the end thereof: “; and (iii) each Swing Line Loan shall bear intereston the outstanding principal amount thereof from the applicable borrowing date at a rate per annumequal to the Base Rate plus the Applicable Rate.”     § 2.10. Fees. The reference to “Outstanding Amount of Loans” in clause (i) of Section2.09(a) of the Original Agreement is hereby amended to refer instead to “Outstanding Amount ofCommitted Loans”.     § 2.11. Payments Generally. All references to “Borrowing” and “Loan” in Section2.12(b)(i) and Section 2.12(d) of the Original Agreement are hereby amended to refer instead to“Committed Borrowing” and “Committed Loan” respectively, and the reference to “participations inLetters of Credit” in the first sentence of Section 2.12(d) of the Original Agreement is herebyamended to refer instead to “participations in Letters of Credit and Swing Line Loans”.     § 2.12. Sharing of Payments by Lenders. Section 2.13 of the Original Agreement ishereby amended as follows:
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     All references to “Loans” shall refer instead to “Committed Loans”.     The reference to “participations in L/C Obligations” in the first sentence shall referinstead to “participations in L/C Obligations or in Swing Line Loans”.     The first reference to “subparticipations in L/C Obligations” in clause (b) shall referinstead to “subparticipations in L/C Obligations and Swing Line Loans”, and the reference insubclause (ii) of such clause (b) shall refer to “subparticipations in L/C Obligations orSwing Line Loans”.     § 2.13. Increase in Commitments. The reference to “and the L/C Issuer” in the secondsentence of Section 2.14(c) of the Original Agreement is hereby amended to refer instead to “, theL/C Issuer and the Swing Line Lender”, and the references to “Loans” in the last sentence ofSection 2.14(e) of the Original Agreement is hereby amended to refer instead to “Committed Loans”.     § 2.14. Illegality. The reference to “Base Rate Loans” in the first sentence ofSection 3.02 of the Original Agreement is hereby amended to refer instead to “Base Rate CommittedLoans”.     § 2.15. Inability to Determine Rates. The reference to “Borrowing” in the lastsentence of Section 3.03 of the Original Agreement is hereby amended to refer instead to “CommittedBorrowing”.     § 2.16. Conditions to All Credit Extensions. All references to “Loan Notice” and“Loans” in Section 4.02 of the Original Agreement shall refer instead to “Committed Loan Notice”and “Committed Loans” respectively, and the reference to “the L/C Issuer” in Section 4.02(e) of theOriginal Agreement is hereby amended to refer instead to “the L/C Issuer or the Swing Line Lender”.     § 2.17. Liens. Sections 7.01(j), (k) and (l) of the Original Agreement are herebyredesignated as Section 7.01(k), (l) and (m) respectively, and a new section 7.01(j) is herebyadded immediately following Section 7.01(i), to read as follows:     (j) (A) Liens on Cantera Gas Holdings’ Equity Interests in Fort Union (and on interest,dividends or distributions in respect thereof) securing Indebtedness of Fort Union, and (B)subordinate Liens on Cantera Gas Holdings’ Equity Interests in each of Bighorn and FortUnion (and on interest, dividends or distributions in respect thereof) under the CMSSubordinated Security Agreement securing the subordinate Indebtedness under the CMSSubordinated Note; provided, that pursuant to the terms set forth in the CMSSubordinated Security Agreement, such subordinate Liens shall at all times be subordinate toany and all Liens thereon securing the Obligations.     § 2.18. Investments. Section 7.02(f) of the Original Agreement is hereby amended toin its entirety to read as follows:     (f) Investments in Unrestricted Subsidiaries, Bighorn and Fort Union (net of anydistributions received by the Borrower and Restricted Subsidiaries with respect to suchInvestments), provided that (i) the aggregate amount of all such Investments made
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after the First Amendment Effective Date shall not at any time exceed $35,000,000, and(ii) after giving effect to any such Investment, the Borrower has at least $10,000,000 inunused availability under the Commitments;     § 2.19. Indebtedness. The reference to “Section 2.05(d) in Section 7.03(e) of theOriginal Agreement is hereby amended to refer instead to “Section 2.05(e)”, the “and” at the end ofSection 7.03(i) of the Original Agreement is hereby deleted, Section 7.03(j) is hereby redesignatedas Section 7.03(l), and new Sections 7.03(j) and (k) are hereby added immediately following Section7.03(i), to read as follows:     (j) subordinate Indebtedness under the CMS Subordinated Note; provided, theObligations shall at all times constitute “Senior Indebtedness” thereunder, and suchIndebtedness under the CMS Subordinated Note shall be subordinate to the Obligationspursuant to the terms set forth therein;     (k) for the avoidance of doubt, the Amended and Restated Sponsor Guarantee, dated as ofApril 30, 2007, made by Cantera in favor of Bank of America, N.A., as administrative agentfor the lenders under that certain Amended and Restated Credit Agreement of even datetherewith among Fort Union, such administrative agent and such lenders, as amended,guaranteeing the performance by Cantera of its obligations under a gas gathering agreementwith Fort Union specified therein; and     § 2.20. Consolidated Interest Coverage Ratio. Section 7.20(a) of the OriginalAgreement is hereby amended in its entirety to read as follows:     (a) Consolidated Interest Coverage Ratio. Permit the Consolidated InterestCoverage Ratio as of the end of any fiscal quarter of the Borrower to be less than 2.50 to1.00.     § 2.21. Bighorn. Article VII of the Original Agreement is hereby amended by adding anew Section 7.21 at the end thereof, to read as follows:     7.21 **Bighorn.**Support, consent to, approve or vote its Equity Interests in Bighorn infavor of, or otherwise cause any of the following:     (a) the creation, incurrence or assumption by Bighorn of any Indebtedness, other thanIndebtedness in respect of capital leases and purchase money obligations of Bighorn (andwithin the limitations set forth in Section 7.01(i)(ii)); provided that theaggregate amount of all such Indebtedness at any one time outstanding shall not exceed$2,500,000;     (b) the creation, incurrence or assumption by Bighorn of any Liens upon any of itsproperty, assets or revenues, whether now owned or hereafter acquired, other than Liens ofthe type described in Section 7.01(c), (d), (e), (f), (g), (i) (solely with respect tocapital leases and purchase money obligations permitted pursuant to Section 7.21(a) aboveand within the limitations set forth in Section 7.01(i)(i)), (j), (k) or (l); or
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     (c) the entrance by Bighorn into any Contractual Obligation that limits the ability ofBighorn to make Restricted Payments to Cantera and its other members, or to otherwisetransfer property of Bighorn to Cantera and such other members;in each case except as would, in the reasonable judgment of Borrower, constitute a violationof (i) applicable Laws; (ii) Cantera Gas Holdings’ obligations under the Limited LiabilityCompany Agreement of Bighorn, as amended through the First Amendment Effective Date; or(iii) any fiduciary duty owed by Cantera Gas Holdings to Bighorn or its members.     § 2.22. Events of Default. Section 8.01(k) of the Original Agreement is herebyamended by replacing the “.” at the end thereof with “; or” and adding a new Section 8.01(l)following thereafter, to read as follows:     (l) (1) either Bighorn or Fort Union shall for any reason be unable to make dividendsor other distributions with respect to the Equity Interest of the Borrower or any Guarantortherein, whether due to any Law, Governmental Authority, Contractual Obligation,Organizational Document or other restriction or prohibition applicable thereto or otherwise,and (2) Borrower shall, within thirty (30) days thereafter (or, within five (5) daysthereafter, if such inability results from Bighorn or Fort Union instituting or consentingto the institution of any proceeding under any Debtor Relief Law or makes an assignment forthe benefit of creditors; or applies for or consents to the appointment of any receiver,trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or forall or any material part of its property), fail to deliver to Administrative Agent andRequired Lenders a certificate from a Responsible Officer of the Borrower attaching proforma financial statements in form and substance satisfactory to Administrative Agent andRequired Lenders, showing the financial covenants contained in Section 7.20 aresatisfied on a *pro forma*basis as of the date of the most recent Compliance Certificatedelivered pursuant to Section 6.02(b) hereof, after giving effect to such inability to makedividends or other distributions.     § 2.23. Resignation of Administrative Agent. The first three references to “L/CIssuer” in the second paragraph of Section 9.06 of the Original Agreement are hereby amended torefer instead to “L/C Issuer and Swing Line Lender”.     § 2.24. Amendments, Etc.. Clauses (ii), (iii), (iv) and (v) of the proviso at the endof Section 10.01 of the Original Agreement are hereby redesignated clauses (iii), (iv), (v) and(vi), and a new clause (ii) is hereby added immediately following clause (i) thereof, to read asfollows:(ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing LineLender in addition to the Lenders required above, affect the rights or duties of the SwingLine Lender under this Agreement;     § 2.25. Notices. The reference to “or the L/C Issuer” in Section 10.02(a)(i) of theOriginal Agreement is hereby amended to refer instead to “the L/C Issuer or the Swing Line Lender”;the references to “and the L/C Issuer” in Section 10.02(d) of the Original Agreement are herebyamended to refer instead to “, the L/C Issuer and the Swing Line Lender”; and the reference to“Loan Notices” in the parenthetical in the first sentence of Section 10.02(e) of the
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Original Agreement is hereby amended to refer instead to “Committed Loan Notices and SwingLine Notices”.     § 2.26. Expenses; Indemnity; Damage Waiver. The reference to “and the L/C Issuer” inSection 10.04(f) of the Original Agreement is hereby amended to refer instead to “, the L/C Issuerand the Swing Line Lender”.     § 2.27. Successors and Assigns. Section 10.06 of the Original Agreement is herebyamended as follows:     The reference to “participations in L/C Obligations” in Section 10.06(b) shall referinstead to “participations in L/C Obligations and in Swing Line Loans”.     The following is added at the end of Section 10.06(b)(ii): “, except that this clause(ii) shall not apply to the Swing Line Lender’s rights and obligations in respect of SwingLine Loans”.     The reference to “the L/C Issuer” in Section 10.06(b)(iii) shall refer instead to “theL/C Issuer and the Swing Line Lender”.     The reference to “participations in L/C Obligations” in the third parenthetical in thefirst sentence of Section 10.06(d) shall refer instead to “participations in L/C Obligationsand/or Swing Line Loans”.     The references to “Loan” in Section 10.06(h) shall refer instead to “Committed Loan”.     The reference to “upon 30 days’ notice to the Borrower and the Lenders, resign as L/CIssuer” in the first sentence of Section 10.06(i) shall refer instead to “(i) upon 30 days’notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’notice to the Borrower, resign as Swing Line Lender”.     The references to “L/C Issuer” in the second sentence of Section 10.06(i) shall referinstead to “L/C Issuer or Swing Line Lender” and the references to “Base Rate Loans” shallrefer instead to “Base Rate Committed Loans”.     The following new sentence is added immediately following the second sentence ofSection 10.06(i): “If Bank of America resigns as Swing Line Lender, it shall retain all therights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans madeby it and outstanding as of the effective date of such resignation, including the right torequire the Lenders to make Base Rate Committed Loans or fund risk participations inoutstanding Swing Line Loans pursuant to Section 2.04(c).”     The first reference to “L/C Issuer” in the last sentence of Section 10.06(i) shallrefer instead to “L/C Issuer and/or Swing Line Lender”.     The reference to “retiring L/C Issuer” in Section 10.06(i)(a) shall refer instead to“retiring L/C Issuer or Swing Line Lender, as the case may be”.
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     § 2.28. Schedules. Schedules 2.01, 5.13, 7.01, 7.03 7.11 and 10.02 to the OriginalAgreement are hereby amended in their entirety to read as set forth on such Schedules attachedhereto.     § 2.29. Exhibits. Exhibits A and B to the Original Agreement are hereby amended intheir entirety to read as set forth on Exhibits A and B attached hereto.     § 2.30. New Lenders. Upon its execution and as of the First Amendment Effective Date,each New Lender shall be a party to the Credit Agreement and shall have the rights and obligationsof a Lender thereunder.     § 2.31. Reallocation of Existing Commitments, Committed Loans and L/C Obligations. Inconnection herewith, contemporaneously with the effectiveness hereof, Lenders hereby acknowledgeand agree that they shall sell, assign, transfer and convey to other Lenders, and/or purchase andaccept from other Lenders, a portion of the outstanding aggregate Commitments, Committed Loans andL/C Obligations immediately prior to the effectiveness hereof (and if any such sale, assignment,transfer or conveyance includes the assignment of any Eurodollar Rate Loan on a day other than thelast day of the Interest Period therefor, Borrower agrees that it shall pay any amounts requestedby an affected Lender pursuant to Section 3.05 of the Credit Agreement), such that (i) eachLender’s Commitment shall equal the Commitment amount set forth opposite such Lender’s name onSchedule 2.01 attached hereto, and (ii) the Outstanding Amount of each Lender’s CommittedLoans and L/C Obligations shall equal such Lender’s Applicable Percentage (as set forth inSchedule 2.01 attached hereto) of the Total Outstandings. Borrower, Administrative Agentand each Lender a party hereto hereby (x) consents to all reallocations and assignments of theCommitments, Committed Loans and L/C Obligations effected pursuant to the foregoing, (y)acknowledges and agrees that such reallocations and assignments shall be deemed effective as ifsuch reallocations and assignments were evidenced by Assignments and Assumptions among Lendersdelivered pursuant to Section 10.06(b) of the Credit Agreement, and (z) agrees thatLenders shall make full cash settlement of such reallocations and assignments through theAdministrative Agent, as the Administrative Agent may direct or approve, such that after givingeffect to such settlement, each Lender’s Commitment and Outstanding Amount of Committed Loans andL/C Obligations shall be as set forth above.     § 2.32. Consolidated EBITDA Pro Forma Adjustment — Restated WIC Agreements. CanteraGas Holdings is a party to that certain Firm Transportation Service Agreement Rate Schedule FTdated September 1, 1999, amended and restated as of April 1, 2007, between Cantera Gas Holdings andWyoming Interstate Company, Ltd. and that certain Firm Transportation Service Agreement RateSchedule FT dated December 1, 2001, amended and restated as of April 1, 2007, between Cantera GasHoldings and Wyoming Interstate Company, Ltd. (collectively, the “WIC Agreements”).Required Lenders hereby agree that for the four-fiscal quarter periods ending September 30, 2007and December 31, 2007, Consolidated EBITDA shall be calculated, in a manner satisfactory to theAdministrative Agent in its reasonable discretion, after giving pro forma effect to the WICAgreements as restated, as if such WIC Agreements were restated and effective on the first day ofeach such period.     § 2.33. Designation of Unrestricted Subsidiary. Borrower hereby designates DBGG, LLCas an Unrestricted Subsidiary and hereby represents and warrants that (i) prior, and after givingeffect, to such designation, no Default exists and (ii) such designation is deemed to be an
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Investment in an Unrestricted Subsidiary in an amount equal to the fair market value as of thedate of such designation of the Borrower’s direct and indirect ownership interest in suchSubsidiary and such Investment is permitted to be made as of the date hereof under Section 7.02(f)of the Credit Agreement.     § 2.34. Contingent Payments under CMS Subordinated Note. Required Lenders herebyconsent to the making by Cantera Gas Holdings of the contingent payments due under the CMSSubordinated Note on the “2008 Payment Date” and “2009 Payment Date” (as defined therein) in thefirst fiscal quarter of each of 2008 and 2009, and agree that such payments shall be deemed to berepayments of Indebtedness (as opposed to an expense or charge against income for the period whenmade); provided, the amounts of each such contingent payment shall be calculated and paidas set forth in the CMS Subordinated Note as in effect on the date hereof, estimated as of the datehereof to be approximately $16,000,000 in the aggregate.     § 2.35. Investment in Bighorn and Fort Union. Required Lenders hereby consent toCantera’s initial Investments in Bighorn and Fort Union as of the First Amendment Effective Date inconnection with the consummation of the Cantera Acquisition.ARTICLE III. — Conditions of Effectiveness     § 3.1. Effective Date. This Amendment shall become effective as of the first date allthe conditions precedent in this Section 3.1 are satisfied or waived in accordance with Section10.01 of the Credit Agreement (the “First Amendment Effective Date”)     (a) The Administrative Agent’s receipt of the following, each of which shall beoriginals or telecopies (followed promptly by originals) unless otherwise specified, eachproperly executed by a Responsible Officer of the signing Loan Party, each dated the FirstAmendment Effective Date (or, in the case of certificates of governmental officials, arecent date before the First Amendment Effective Date) and each in form and substancesatisfactory to the Administrative Agent and each of the Lenders:     (i) executed counterparts of this Amendment and the attached Consent ofGuarantors, sufficient in number for distribution to the Administrative Agent, eachLender and the Borrower;     (ii) a Note executed by the Borrower in favor of each Lender requesting a Note;     (iii) a Guaranty Supplement and a Pledge Agreement Supplement, executed byCantera and its Subsidiaries, including Cantera Gas Holdings, pledging, among otherthings, its ownership interests in Bighorn, and amendments to the SecurityDocuments, each in form and substance satisfactory to the Administrative Agent;     (iv) such certificates of resolutions or other action, incumbency certificatesand/or other certificates of Responsible Officers of each Loan Party as theAdministrative Agent may require evidencing the identity, authority and capacity ofeach Responsible Officer thereof authorized to act as a Responsible
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Officer in connection with this Amendment and the other Loan Documents to whichsuch Loan Party is a party;     (v) such documents and certifications as the Administrative Agent mayreasonably require to evidence that each Loan Party is duly organized or formed, andthat each of the Borrower and each Guarantor is validly existing, in good standingand qualified to engage in business in each jurisdiction required by Section5.01 of the Credit Agreement;     (vi) favorable opinions of Vinson & Elkins LLP, counsel to the Loan Parties,addressed to the Administrative Agent and each Lender, in form and substancesubstantially as set forth in the opinions delivered in connection with the ClosingDate, and with respect to such other matters concerning the Loan Parties and theLoan Documents as the Required Lenders may reasonably request, including withoutlimitation the authorization, execution, delivery and enforceability of the CanteraAcquisition Agreement, and favorable opinions of Dubberstein Heinen & Morris PC,special Oklahoma counsel to the Administrative Agent, addressed to theAdministrative Agent and each Lender;     (vii) a certificate of a Responsible Officer of the Borrower either (A)attaching copies of all consents, licenses and approvals required in connection withthe execution, delivery and performance by any Loan Party and the validity againstany such Loan Party of the Loan Documents to which it is a party, and such consents,licenses and approvals shall be in full force and effect, or (B) stating that nosuch consents, licenses or approvals are so required;     (viii) Cantera’s audited annual financial statements as of December 31, 2006,Cantera’s unaudited quarterly financial statements as of June 30, 2007, and the *proforma*consolidated balance sheet of the Borrower and the Restricted Subsidiaries asof June 30, 2007 after giving effect to the Cantera Acquisition, the Cantera EquityOffering, this Amendment and the Credit Extension to be made on the First AmendmentEffective Date;     (ix) a certificate signed by a Responsible Officer of the Borrower certifyingthat (A) the conditions specified in this Section 3.1 and Section 4.02(b) of theCredit Agreement have been satisfied; (B) there has been no event or circumstancesince December 31, 2006 that has had or could be reasonably expected to have, eitherindividually or in the aggregate, a Material Adverse Effect; (C) after giving effectto the Credit Extension requested on the First Amendment Effective Date, theAggregate Commitments will exceed the Total Outstandings by an amount of at leastequal to $70,000,000; and (D) contemporaneously with the making of such CreditExtension, the Borrower is receiving gross proceeds of at least $250,000,000 fromthe Cantera Equity Offering;     (x) evidence that all insurance required to be maintained pursuant to the LoanDocuments has been obtained and is in effect;
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     (xi) documents, in form and substance reasonably satisfactory to AdministrativeAgent, confirming the refinancing and termination of the Cantera Credit Facility andtermination of any and all Liens securing the Cantera Credit Facility;     (xii) a certificate from a Responsible Officer of the Borrower, insubstantially the form of Exhibit I to the Credit Agreement, attesting tothe Solvency of each Loan Party before and after giving effect to the transactionscontemplated by this Amendment and the Cantera Acquisition Documents;     (xiii) a certificate from a Responsible Officer of the Borrower (A) attachingforecasts, in form reasonably satisfactory to the Administrative Agent, of incomestatements for the two-fiscal quarter period ending December 31, 2007 and for eachof the fiscal years ending December 31, 2008 through December 31, 2011, (B)certifying that the consolidated pro forma balance sheet delivered pursuant toSection 3.1(a)(viii) above and such forecasts were prepared in good faith on thebasis of assumptions that were fair in light of then existing conditions (subject tothe proviso that it is understood that such pro forma consolidated balance sheet andforecasts are necessarily based upon professional opinions, estimates or projectionsand that the Borrower does not warrant that such opinions, estimates or projectionswill ultimately prove to have been accurate), (C) certifying that the pro formaconsolidated balance sheet of the Borrower and its Restricted Subsidiaries as atJune 30, 2007 fairly presents in all material respects the consolidated pro formafinancial condition of the Borrower and its Restricted Subsidiaries (after givingeffect to the Cantera Acquisition and Borrower’s acquisition of Cimmarron Gathering,LP on May 1, 2007 (the “Cimmarron Acquisition”)) as at such date, and (D)certifying (prior to giving effect to the Cantera Acquisition and the CimmarronAcquisition) as to matters that would be required by Section 302 of Sarbanes-Oxley;     (xv) a copy of each Cantera Acquisition Document, the CMS Subordinated Note andthe CMS Subordinated Security Agreement, together with a certificate from aResponsible Officer of the Borrower certifying that (A) such copies are accurate andcomplete and represent the complete understanding and agreement of the partiesthereto, (B) no material right or obligation of any party thereto has been modified,amended or waived, except as otherwise disclosed in such certificate, (C) theBorrower has obtained all approvals (if any) required pursuant to theHart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, or the waitingperiod with respect thereto has expired, and (D) subject only to the funding of aBorrowing to be made under the Credit Agreement, the Cantera Acquisition has beenconsummated on the terms set forth in such Cantera Acquisition Documents;     (xvi) a certificate from a Responsible Officer of the Borrower certifying thatno default or event of default has occurred and is continuing under that certainIndenture dated as of February 7, 2006 among Borrower, Copano Energy FinanceCorporation, the guarantors named therein, and U.S. Bank National Association, asTrustee, no default or event of default shall occur as a result of this Amendment orthe consummation of the Cantera Acquisition, and
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     (xvii) such other assurances, certificates, documents, consents or opinions asthe Administrative Agent, the L/C Issuer, or the Required Lenders reasonably mayrequire.     (b) The Cantera Acquisition shall have been contemporaneously completed pursuant to theterms of the Cantera Acquisition Documents, including without limitation the issuance of$112,500,000 of Borrower’s Class D Units on the terms and conditions set forth therein, andas a result thereof, Copano Energy/Rocky Mountains, L.L.C. shall have directly or indirectlyacquired good title to all of the Equity Interests contemplated to be transferred by theCantera Acquisition Documents, free and clear of all liens except Liens permitted underSection 7.01.     (c) The Cantera Equity Offering shall have been contemporaneously consummated upon theterms and conditions set forth in the Cantera Equity Offering documents.     (d) Any fees required to be paid by the Borrower to the Administrative Agent and theLenders on or before the Closing Date shall have been paid.Without limiting the generality of the provisions of Section 9.04 of the Credit Agreement,for purposes of determining compliance with the conditions specified in this Section 3.1,each Lender that has signed this Amendment shall be deemed to have consented to, approved oraccepted or to be satisfied with, each document or other matter required thereunder to be consentedto or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shallhave received notice from such Lender prior to the First Amendment Effective Date specifying itsobjection thereto.ARTICLE IV. — Representations and Warranties     § 4.1. Representations and Warranties of Borrower. In order to induce AdministrativeAgent and Lenders to enter into this Amendment, Borrower represents and warrants to AdministrativeAgent and each Lender that:     (a) Immediately prior to and after giving effect to the Cantera Acquisition, therepresentations and warranties of the Borrower and each other Loan Party contained in ArticleV of the Credit Agreement or any other Loan Document are true and correct in all materialrespects on and as of the First Amendment Effective Date, except to the extent that suchrepresentations and warranties specifically refer to an earlier date, in which case they are trueand correct as of such earlier date, and except that for purposes of this Section 4.1(a), therepresentations and warranties contained in subsections (a) and (b) of Section 5.05 of theCredit Agreement are deemed to refer to the most recent statements furnished pursuant to clauses(a) and (b), respectively, of Section 6.01 of the Credit Agreement.     (b) No Default exists or will result herefrom.     (c) No Material Adverse Effect has occurred, and no event or circumstance has occurred thatcould reasonably be expected to cause a Material Adverse Effect, relating to the consolidatedfinancial condition or business of the Loan Parties since the date of the date of the
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most recent financial statements delivered pursuant to Section 4.01(a)(viii) orSection 6.01 of the Credit Agreement, as applicable.     (d) Each Loan Party is Solvent.     (e) The execution, delivery and performance by each Loan Party of this Amendment and theCantera Acquisition Documents has been duly authorized by all necessary corporate or otherorganizational action, and do not and will not (a) contravene the terms of any of such Person’sOrganization Documents; (b) conflict with or result in any breach or contravention of, or thecreation of any Lien under, or require any payment to be made under (i) any material ContractualObligation to which such Person is a party or affecting such Person or the properties of suchPerson or any of its Restricted Subsidiaries or (ii) any order, injunction, writ or decree of anyGovernmental Authority or any arbitral award to which such Person or its property is subject; or(c) violate any Law.     (f) Except as obtained prior to the date hereof, no approval, consent, exemption,authorization, or other action by, or notice to, or filing with, any Governmental Authority or anyother Person is necessary or required in connection with the execution, delivery or performance by,or enforcement against, any Loan Party of this Amendment or the Cantera Acquisition Documents.There are no actions, suits, investigations, proceedings, claims or disputes pending or, to theknowledge of the Borrower after due and diligent investigation, threatened or contemplated, at law,in equity, in arbitration or before any Governmental Authority, by or against the Borrower or anyof its Restricted Subsidiaries or against any of their properties or revenues that purport toaffect or pertain to the Cantera Acquisition or any Cantera Acquisition Document.     (g) This Amendment has been duly executed and delivered by each Loan Party that is partyhereto. This Amendment constitutes a legal, valid and binding obligation of such Loan Party,enforceable against each Loan Party that is party hereto in accordance with its terms, subject toapplicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting creditors’rights generally and subject to general principles of equity, regardless of whether considered in aproceeding in equity or at Law.     (h) On the First Amendment Effective Date, each of the representations and warranties made byany party in the Cantera Acquisition Documents is true and correct in all material respects, otherthan with respect to those matters of which a Responsible Officer has obtained knowledge thereoffollowing August 31, 2007, which the Borrower reasonably believes do not result in an aggregatediminution in value of the assets and properties acquired pursuant to the Cantera Acquisition; andnone of such parties has failed to perform any material obligation or covenant required by theCantera Acquisition Documents to be performed or complied with by it on or before the FirstAmendment Effective Date. Simultaneously with the making of the Loans on the First AmendmentEffective Date, the Cantera Acquisition will have been consummated in compliance with the materialterms and conditions of the Cantera Acquisition Documents and all conditions precedent to suchconsummation will be fully satisfied or waived.ARTICLE V. — Miscellaneous     § 5.1. Ratification of Agreements. The Original Agreement, as hereby amended, ishereby ratified and confirmed in all respects. The Loan Documents, as they may be amended or
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affected by this Amendment, are hereby ratified and confirmed in all respects by Borrower andeach Loan Party that is party hereto. Any reference to the Credit Agreement in any Loan Documentshall be deemed to refer to this Amendment also. The execution, delivery and effectiveness ofthis Amendment shall not, except as expressly provided herein, operate as a waiver of any right,power or remedy of Administrative Agent or any Lender under the Credit Agreement or any other LoanDocument nor constitute a waiver of any provision of the Credit Agreement or any other LoanDocument.     § 5.2. Ratification of Security Documents. Each Loan Party, Administrative Agent, andLenders each acknowledge and agree that any and all indebtedness, liabilities or obligations,arising under or in connection with the Loans, Letters of Credit or the Notes, are Obligations andare secured indebtedness under, are guarantied by, and are secured by, each and every SecurityDocument. Each Loan Party hereby re-pledges, re-grants and re-assigns a security interest in andlien on every asset of such Loan Party described as Collateral in any Security Document.     § 5.3. Survival of Agreements. All representations, warranties, covenants andagreements of Loan Parties shall survive the execution and delivery of this Amendment and theperformance hereof, including without limitation the making or granting of each Loan, and shallfurther survive until all of the Obligations under the Credit Agreement are paid in full. Allstatements and agreements contained in any certificate or instrument delivered by any Loan Partyhereunder or under the Credit Agreement to Administrative Agent or any Lender shall be deemed toconstitute representations and warranties by, or agreements and covenants of, Borrower under thisAmendment and under the Credit Agreement.     § 5.4. Loan Documents. This Amendment is a Loan Document, and all provisions in theCredit Agreement pertaining to Loan Documents apply hereto.     **§****5.5.****GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED INACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.**     § 5.6. Counterparts. This Amendment may be separately executed in counterparts and bythe different parties hereto in separate counterparts, each of which when so executed shall bedeemed to constitute one and the same Amendment. Delivery of an executed signature page byfacsimile transmission shall be effective as delivery of a manual executed counterpart.[*Remainder of Page Intentionally Left Blank, Signature Pages Follow]*
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     IN WITNESS WHEREOF, this Amendment is executed as of the date first above written.      **COPANO ENERGY, L.L.C.**,