##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
 
  Form 10-K/A
 
 
 Amendment No. 1
 
 þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31,
    2009ORo

TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition
    period from
              to   Commission file number:
    001-32329
  COPANO ENERGY, L.L.C.
 (Exact name of registrant as
    specified in its charter)
  Delaware

51-0411678(State of
    organization)

(I.R.S. Employer
    Identification No.)2727 Allen Parkway, Suite 1200

77019Houston, Texas

(Zip Code)(Address of principal executive
    offices)   (713) 621-9547
  (Registrants
    telephone number, including area code)
  None
  (Former
    name, former address and former fiscal year, if changed since
    last report)
  SECURITIES
    REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
  Title of Each Class

Name of Exchange on which RegisteredCommon Units Representing Limited

The NASDAQ Global Select MarketLiability Company Interests   SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE
    ACT:
  Title of
    Class
    None
  þ o
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated
    filer  þ

Non-accelerated
    filer  o

Accelerated
    filer  o

Smaller reporting
    company  o(Do not check if a smaller reporting company)   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE:
  Document

Parts Into Which IncorporatedPortions of the Proxy Statement for the Annual Meeting of
    Unitholders of Copano Energy, L.L.C. to be held May 11, 2010

Part III




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##### Table of Contents





EXPLANATORY
    NOTE
  10-K/A Form 10-K Rule 3-09 Regulation S-X, Form 10-K Rule 3-09(b)(1).
  Form 10-K/A Form 10-K Form 10-K/A Form 10-K Form 10-K/A Form 10-K Form 10-K/A Form 10-K Form 10-K/A Form 10-K. Form 10-K/A Form 10-K Form 10-K,
  Item 8.
    Financial
    Statements and Supplementary Data    Item 15.
    Exhibits
    and Financial Statement Schedules  (a)(1)
    and (2)  Financial Statements
  Form 10-K
  page F-1.
 
  (a)(3)  Exhibits
    Number

Description2
.1

Purchase Agreement dated as of August 31, 2007 among Copano
    Energy, L.L.C., Copano Energy/Rocky Mountains, L.L.C., and
    Cantera Resources Holdings LLC (incorporated by reference to
    Exhibit 2.1 to Current Report on Form 8-K filed October 25,
    2007).2
.2

Contribution Agreement dated as of April 5, 2007 by and among
    Cimmarron Gathering GP, LLC, Taos Gathering, LP and Cimmarron
    Transportation, L.L.C. and Copano Energy, L.L.C. (incorporated
    by reference to Exhibit 2.1 to Current Report on Form 8-K filed
    April 11, 2007).3
.1

Certificate of Formation of Copano Energy Holdings, L.L.C. (now
    Copano Energy, L.L.C.) (incorporated by reference to Exhibit 3.1
    to Registration Statement on Form S-1 filed July 30, 2004).3
.2

Certificate of Amendment to Certificate of Formation of Copano
    Energy Holdings, L.L.C. (now Copano Energy, L.L.C.)
    (incorporated by reference to Exhibit 3.2 to Registration
    Statement on Form S-1 filed July 30, 2004).3
.3

Third Amended and Restated Limited Liability Company Agreement
    of Copano Energy, L.L.C. (incorporated by reference to Exhibit
    3.1 to Current Report on Form 8-K filed April 30, 2007). 1




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##### Table of Contents



Number

Description3
.4

Amendment No. 1 to Third Amended and Restated Limited Liability
    Company Agreement of Copano Energy, L.L.C. (incorporated by
    reference to Exhibit 3.1 to Current Report on Form 8-K filed May
    4, 2007).3
.5

Amendment No. 2 to Third Amended and Restated Limited Liability
    Company Agreement of Copano Energy, L.L.C. dated October 19,
    2007 (incorporated by reference to Exhibit 3.1 to Current Report
    on Form 8-K filed October 25, 2007).3
.6

Amendment No. 3 to Third Amended and Restated Limited Liability
    Company Agreement of Copano Energy, L.L.C., dated October 19,
    2007 (incorporated by reference to Exhibit 3.2 to Current Report
    on Form 8-K filed October 25, 2007).4
.1

Indenture dated as of February 7, 2006, among Copano Energy,
    L.L.C., Copano Energy Finance Corporation, the Guarantors
    parties thereto and U.S. Bank National Association, as trustee
    (incorporated by reference to Exhibit 4.1 to Current Report on
    Form 8-K filed February 8, 2006).4
.2

Rule 144A Global Note representing $224,500,000 principal amount
    of 8.125% Senior Notes due 2016 (incorporated by reference
    to Exhibit 4.2 to Current Report on Form 8-K filed February 8,
    2006).4
.3

Regulation S Global Note representing $500,000 principal amount
    of 8.125% Senior Notes due 2016 (incorporated by reference
    to Exhibit 4.3 to Current Report on Form 8-K filed February 8,
    2006).4
.4

Registration Rights Agreement dated as of May 1, 2007, by and
    among Copano Energy, L.L.C. and Cimmarron Gathering GP, LLC,
    Taos Gathering, LP and Cimmarron Transportation, LLC
    (incorporated by reference to Exhibit 4.1 to Current Report on
    Form 8-K filed May 4, 2007).4
.5

Registration Rights Agreement by and between Copano Energy,
    L.L.C. and Cantera Resources Holdings LLC, dated October 19,
    2007 (incorporated by reference to Exhibit 4.1 to Current Report
    on Form 8-K filed October 25, 2007).4
.6

Registration Rights Agreement by and among Copano Energy, L.L.C.
    and the Purchasers, dated October 19,2007 (incorporated by
    reference to Exhibit 4.2 to Current Report on Form 8-K filed
    October 25, 2007).4
.7

Indenture, dated May 16, 2008, among Copano Energy, L.L.C.,
    Copano Energy Finance Corporation, the Subsidiary Guarantors
    named therein and U.S. Bank National Association, as trustee
    (incorporated by reference to Exhibit 4.1 to Current Report on
    Form 8-K filed May 19, 2008).4
.8

Form of Global Note representing 7.75% Senior Notes due
    2018 (included in 144A/Regulation S Appendix to Exhibit 4.7
    above).4
.9

Registration Rights Agreement, dated May 16, 2008, among Copano
    Energy, L.L.C., Copano Energy Finance Corporation, the
    Subsidiary Guarantors named therein and the Initial Purchasers
    named therein (incorporated by reference to Exhibit 4.2 to
    Current Report on Form 8-K filed May 19, 2008).10
.1

Amended and Restated Copano Energy, L.L.C. Long-Term Incentive
    Plan (incorporated by reference to Exhibit 99.1 to Current
    Report on Form 8-K filed February 24, 2009).10
.2

Amendment to Amended and Restated Copano Energy, L.L.C.
    Long-Term Incentive Plan (incorporated by reference to Exhibit
    99.2 to Current Report on Form 8-K filed May 18, 2009).10
.3

Administrative and Operating Services Agreement effective
    January 1, 2010, among Copano/Operations, Inc. and CPNO
    Services, L.P. (incorporate by reference to Exhibit 10.3 to
    Annual Report on Form 10-K filed March 1, 2010).10
.4

Employment Agreement between Copano/Operations, Inc., R. Bruce
    Northcutt and the Copano Controlling Entities, dated April 9,
    2003 (incorporated by reference to Exhibit 10.8 to Amendment No.
    2 to Registration Statement on Form S-1/A filed October 12,
    2004).10
.5

First Amendment to Employment Agreement between
    Copano/Operations, Inc., R. Bruce Northcutt and the Copano
    Controlling Entities, dated July 30, 2004 (incorporated by
    reference to Exhibit 10.9 to Amendment No. 2 to Registration
    Statement on Form S-1/A filed October 12, 2004).10
.6

Assignment and Assumption Agreement between Copano/Operations,
    Inc. and CPNO Services, L.P. effective January 1, 2005 with
    respect to Employment Agreement between Copano/Operations, Inc.,
    R. Bruce Northcutt and the Copano Controlling Entities, as
    amended (incorporated by reference to Exhibit 10.10 to Annual
    Report on Form 10-K filed March 31, 2005).10
.7

Second Amendment to Employment Agreement between CPNO Services,
    L.P., R. Bruce Northcutt and the Copano Controlling Entities,
    effective March 1, 2005 (incorporated by reference to Exhibit
    10.10 to Current Report on Form 8-K filed March 31, 2005). 2




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##### Table of Contents



Number

Description10
.8

Third Amendment to Employment Agreement between CPNO Services,
    L.P., R. Bruce Northcutt and the Copano Controlling Entities,
    effective November 18, 2008 (incorporated by reference to
    Exhibit 99.2 to Annual Report on Form 10-K filed November 25,
    2008).10
.9

Employment Agreement between CPNO Services, L.P. and John A.
    Raber dated as of August 1, 2005 (incorporated by reference to
    Exhibit 10.32 to Quarterly Report on Form 10-Q filed August 15,
    2005).10
.10

First Amendment to Employment Agreement between CPNO Services,
    L.P. and John A. Raber effective November 19, 2008 (incorporated
    by reference to Exhibit 99.3 to Current Report on Form 8-K filed
    November 25, 2008).10
.11

Employment Agreement between ScissorTail Energy, L.L.C. and
    Sharon Robinson dated as of August 1, 2005 (incorporated by
    reference to Exhibit 10.34 to Quarterly Report on Form 10-Q
    filed August 15, 2005).10
.12

First Amendment to Employment Agreement between ScissorTail
    Energy, L.L.C. and Sharon Robinson dated as of December 31, 2008
    (incorporated by reference to Exhibit 10.15 to Annual Report on
    Form 10-K
    filed February 27, 2009).10
.13

Retirement, Release and Consulting Services Agreement, dated May
    15, 2008, between Copano Energy, L.L.C. and Ronald W. Bopp
    (incorporated by reference to Exhibit 10.5 to Quarterly Report
    on Form 10-Q filed August 8, 2008).10
.14

2004 Form of Restricted Unit Grant (Directors) (incorporated by
    reference to Exhibit 10.1 to Current Report on Form 8-K filed
    December 15, 2004).10
.15

2004 Form of Unit Option Grant (incorporated by reference to
    Exhibit 10.17 to Quarterly Report on Form 10-Q filed December
    21, 2004).10
.16

2005 Form of Restricted Unit Grant (Employees) (incorporated by
    reference to Exhibit 4.4 to Registration Statement on Form S-8
    filed February 11, 2005).10
.17

2005 Form of Unit Option Grant (incorporated by reference to
    Exhibit 4.5 to Registration Statement on Form S-8 filed February
    11, 2005).10
.18

Form of Unit Option Grant (ScissorTail Energy, LLC Officers)
    (incorporated by reference to Exhibit 10.37 to Quarterly Report
    on Form 10-Q filed August 15, 2005).10
.19

Form of Restricted Unit Grant (ScissorTail Energy, LLC Officers)
    (incorporated by reference to Exhibit 10.38 to Quarterly Report
    on Form 10-Q filed August 15, 2005).10
.20

2006 Form of Restricted Unit Grant (Directors) (incorporated by
    reference to Exhibit 10.3 to Current Report on Form 8-K filed
    May 30, 2006).10
.21

2006 Form of Unit Option Grant (Employees) (incorporated by
    reference to Exhibit 10.2 to Current Report on Form 8-K filed
    May 30, 2006).10
.22

2006 Form of Restricted Unit Grant (Employees) (incorporated by
    reference to Exhibit 10.4 to Current Report on Form 8-K filed
    May 30, 2006).10
.23

November 2006 Form of Restricted Unit Grant (Directors)
    (incorporated by reference to Exhibit 10.1 to Current Report on
    Form 8-K filed November 20, 2006).10
.24

2007 Form of Phantom Unit Grant (incorporated by reference to
    Exhibit 10.1 to Current Report on Form 8-K filed June 18, 2007).10
.25

2008 Form of Phantom Unit Grant (Employees) (incorporated by
    reference to Exhibit 10.1 to Current Report on Form 8-K filed
    June 6, 2008).10
.26

2008 Form of Performance Based Phantom Unit Grant (Employees)
    (incorporated by reference to Exhibit 10.2 to Current Report on
    Form 8-K filed June 6, 2008).10
.27

2008 Form of Long-Term Retention Award Grant (Employees)
    (incorporated by reference to Exhibit 10.3 to Current Report on
    Form 8-K filed June 6, 2008).10
.28

2008 Form of Phantom Unit Grant (Employee Bonus Awards)
    (incorporated by reference to Exhibit 99.2 to Current Report on
    Form 8-K filed November 12, 2008).10
.29

2008 Form of Restricted Unit Grant (Directors) (incorporated by
    reference to Exhibit 99.4 to Current Report on Form 8-K filed
    November 25 2008).10
.30

Form of Unit Appreciation Right Award Agreement (incorporated by
    reference to Exhibit 99.1 to Current Report on Form 8-K filed
    May 18, 2009). 3




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##### Table of Contents



Number

Description10
.31

Form of Unit Appreciation Right Award Agreement (incorporated by
    reference to Exhibit 99.1 to Current Report on Form 8-K filed
    August 18, 2009).10
.32

Copano Energy, L.L.C. Management Incentive Compensation Plan
    (incorporated by reference to Exhibit 99.1 to Current Report on
    Form 8-K filed November 12, 2008).10
.33

2009 Administrative Guidelines for the Copano Energy, L.L.C.
    Management Incentive Compensation Plan (incorporated by
    reference to Exhibit 10.1 to Current Report on Form 8-K filed
    February 24, 2009).10
.34

Copano Energy, L.L.C. Deferred Compensation Plan dated December
    16, 2008 (incorporated by reference to Exhibit 99.1 to Current
    Report on Form 8-K filed December 19, 2008).10
.35

Form of Deferred Compensation Plan Participation Agreement
    (incorporated by reference to Exhibit 99.2 to Current Report on
    Form 8-K filed December 19, 2008).10
.36

Form of Deferred Compensation Plan Chief Executive Officer
    Participation Agreement (incorporated by reference to Exhibit
    99.3 to Current Report on Form 8-K filed December 19, 2008).10
.37

Form of Indemnification Agreement (incorporated by reference to
    Exhibit 10.1 to Current Report on Form 8-K filed November 2,
    2005).10
.38

Copano Energy, L.L.C. Change in Control Severance Plan
    (incorporated by reference to Exhibit 10.1 to Current Report on
    Form 8-K filed December 18, 2007).10
.39

Lease Agreement dated as of October 17, 2000, between Plow
    Realty Company of Texas and Texas Gas Plants, L.P. (incorporated
    by reference to Exhibit 10.13 to Amendment No. 2 to Registration
    Statement on Form S-1/A filed October 12, 2004).10
.40

Lease Agreement dated as of December 3, 1964, between The Plow
    Realty Company of Texas and Shell Oil Company (incorporated by
    reference to Exhibit 10.14 to Amendment No. 2 to Registration
    Statement on Form S-1/A filed October 12, 2004).10
.41

Lease Agreement dated as of January 1, 1944, between The Plow
    Realty Company of Texas and Shell Oil Company, Incorporated
    (incorporated by reference to Exhibit 10.15 to Amendment No. 2
    to Registration Statement on Form S-1/A filed October 12, 2004).10
.42

Amended and Restated Gas Processing Contract entered into as of
    February 1, 2006, between Kinder Morgan Texas Pipeline, L.P. and
    Copano Processing, L.P. (incorporated by reference to Exhibit
    10.1 to Quarterly Report on Form 10-Q filed May 10, 2006).10
.43

Amended and Restated Credit Agreement dated as of January 12,
    2007, among Copano Energy, L.L.C., as the Borrower, Bank of
    America, N.A., as Administrative Agent and L/C Issuer, JPMorgan
    Chase Bank, N.A. and Wachovia Bank, National Association, as
    Co-Syndication Agents and The Other Lenders Party thereto and
    Banc of America Securities LLC, as Sole Lead Arranger and Sole
    Book Manager (incorporated by reference to Exhibit 10.1 to
    Current Report on Form 8-K filed January 19, 2007).10
.44

First Amendment to Amended and Restated Credit Agreement, dated
    October 19, 2007. (incorporated by reference to Exhibit 10.40 to
    Annual Report on Form 10-K filed February 29, 2008).10
.45

Purchase Agreement, dated May 13, 2008, among Copano Energy,
    L.L.C., Copano Energy Finance Corporation, the Subsidiary
    Guarantors named therein and the Initial Purchasers named
    therein (incorporated by reference to Exhibit 10.1 to Current
    Report on Form 8-K filed May 19, 2008).21
.1

List of Subsidiaries (incorporated by reference to Exhibit 21.1
    to Automatic Shelf Registration Statement on Form S-3ASR filed
    November 3, 2009).23
.1*

Consent of Deloitte & Touche LLP.31
.1*

Sarbanes-Oxley Section 302 certification of Principal Executive
    Officer.31
.2*

Sarbanes-Oxley Section 302 certification of Principal Financial
    Officer.32
.1*

Sarbanes-Oxley Section 906 certification of Principal Executive
    Officer.32
.2*

Sarbanes-Oxley Section 906 certification of Principal Financial
    Officer.  
    *
    
    Filed herewith.
    
    Portions of this exhibit have been omitted pursuant to a request
    for confidential treatment.  (b)
    Exhibits   4




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##### Table of Contents



SIGNATURES
 
      By:
    /s/  Lari
    Paradee 
    
 5




---



##### 



INDEX TO
    FINANCIAL STATEMENTS
   
 PageBighorn Gas Gathering, L.L.C. Financial StatementsIndependent Auditors Report


F-2Balance Sheets as of December 31, 2009 and
    2008 (restated)


F-3Statements of Operations for the years ended
    December 31, 2009 and 2008 (restated) and for the period
    from October 1, 2007 through December 31, 2007
    (restated)


F-4Statements of Cash Flows for the years ended
    December 31, 2009 and 2008 (restated) and for the period
    from October 1, 2007 through December 31, 2007
    (restated)


F-5Statements of Members Equity for the years
    ended December 31, 2009 and 2008 (restated) and for the
    period from October 1, 2007 through December 31, 2007
    (restated)


F-6Notes to Financial Statements


F-7Fort Union Gas Gathering, L.L.C. Financial StatementsIndependent Auditors Report


F-15Balance Sheets as of December 31, 2009 and
    2008


F-16Statements of Operations for the years ended
    December 31, 2009 and 2008 and for the period from
    October 1, 2007 through December 31, 2007
    (unaudited)


F-17Statements of Cash Flows for the years ended
    December 31, 2009 and 2008 and for the period from
    October 1, 2007 through December 31, 2007
    (unaudited)


F-18Statements of Members Equity for the years
    ended December 31, 2009 and 2008 and for the period from
    October 1, 2007 through December 31, 2007
    (unaudited)


F-19Notes to Financial Statements


F-20EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2   
 F-1




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##### Table of Contents



INDEPENDENT
    AUDITORS REPORT            
    
 F-2




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##### Table of Contents



BIGHORN
    GAS GATHERING, L.L.C.
  BALANCE SHEETS
  December 31,2009


2008(As Restated,see Note 7)ASSETSCurrent assets:Cash and cash equivalents

$
4,248,715


$
6,761,393Accounts receivable, net:Trade


2,738,774



4,291,359Related parties


70,474



44,810Prepaid expenses


3,843



200,498Total current assets


7,061,806



11,298,060Property and equipment, net


90,606,623



90,982,512Other assets, net


2,063,381



1,998,851Total assets

$
99,731,810


$
104,279,423LIABILITIES AND MEMBERS EQUITYCurrent liabilities:Accounts payable:Trade

$
880,651


$
872,976Related parties


490,206



2,108,853Accrued liabilities


226,882



523,927Total current liabilities


1,597,739



3,505,756Asset retirement obligations


238,088



216,444Commitments and contingencies (Notes 4 and 6)Members equity


97,895,983



100,557,223Total liabilities and members equity

$
99,731,810


$
104,279,423    
 F-3




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##### Table of Contents



BIGHORN
    GAS GATHERING, L.L.C.
  STATEMENTS OF OPERATIONS
  Period fromOctober 1, 2007throughYear Ended December 31,


December 31,2009


2008


2007(As Restated,


(As Restated,see Note 7)


see Note 7)Gathering fee revenue

$
34,420,933


$
35,005,868


$
7,857,116Expenses:Operating and
    maintenance(1)


12,018,704



12,935,232



2,609,538General and administrative


1,959,307



452,896



81,836Depreciation, amortization and abandonment


6,210,800



5,358,264



1,192,473Total expenses


20,188,811



18,746,392



3,883,847Operating income


14,232,122



16,259,476



3,973,269Other income:Interest income


2,889



77,984



24,367Other income (expense)


6,066







(309
)Total other income


8,955



77,984



24,058Net income

$
14,241,077


$
16,337,460


$
3,997,327   (1)
    
    Exclusive of depreciation, amortization and abandonment shown
    separately below.   
 F-4




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##### Table of Contents



BIGHORN
    GAS GATHERING, L.L.C.
  STATEMENTS OF CASH FLOWS
  Period fromOctober 1, 2007throughYear Ended December 31,


December 31,2009


2008


2007(As Restated,


(As Restated,see Note 7)


see Note 7)Cash flows from operating activities:Net income

$
14,241,077


$
16,337,460


$
3,997,327Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation, amortization and abandonment


6,210,800



5,358,264



1,192,473Accretion expense


21,644



19,677



4,472Provision for doubtful accounts


1,418,008







Changes in assets and liabilities:Accounts receivable


108,913



(1,038,052
)


219,453Prepaid expenses and other


196,655



(83,541
)


53,232Accounts payable


(1,546,997
)


1,435,400



(521,613
)Accrued liabilities


(371,301
)


356,022



81,150Net cash provided by operating activities


20,278,799



22,385,230



5,026,494Cash flows from investing activities:Additions to property and equipment


(5,597,786
)


(5,383,494
)


(4,117,405
)Additions to intangible assets


(291,374
)


(147,850
)


Net cash used in investing activities


(5,889,160
)


(5,531,344
)


(4,117,405
)Cash flows from financing activities:Priority distributions to members


(1,431,833
)


(1,901,500
)


(583,932
)Distributions to members


(21,200,000
)


(18,700,000
)


(4,000,000
)Equity contributions from members


5,729,516



6,848,711



2,896,501Net cash used in financing activities


(16,902,317
)


(13,752,789
)


(1,687,431
)Net (decrease) increase in cash and cash equivalents


(2,512,678
)


3,101,097



(778,342
)Cash and cash equivalents, beginning of period


6,761,393



3,660,296



4,438,638Cash and cash equivalents, end of year

$
4,248,715


$
6,761,393


$
3,660,296Supplemental disclosure to the Statements of Cash
    Flows  Accrued capital expenditures

$
173,517


$
163,236


$
374,294    
 F-5




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##### Table of Contents



BIGHORN
    GAS GATHERING, L.L.C.
  STATEMENTS OF MEMBERS EQUITY
  Common Member InterestsCopano





CrestonePipelines/Rocky


Crestone Energy


GatheringMountains, LLC


Ventures, L.L.C.


Services, L.L.C.


TotalBalance at October 1, 2007 (As restated, see
    Note 7)

$
48,787,955


$
37,308,431


$
9,566,270


$
95,662,656Contributions


2,814,057



65,618



16,826



2,896,501Allocation of 2007 contributions


(1,336,841
)


1,064,016



272,825



Distributions


(2,623,932
)


(1,560,000
)


(400,000
)


(4,583,932
)Net income


2,324,763



1,331,226



341,338



3,997,327Balance at December 31, 2007 (As restated, see
    Note 7)


49,966,002



38,209,291



9,797,259



97,972,552Contributions


6,586,200



209,325



53,186



6,848,711Allocation of 2008 contributions


(3,093,358
)


2,461,678



631,680



Distributions


(11,438,500
)


(7,293,000
)


(1,870,000
)


(20,601,500
)Net income


9,263,840



5,630,023



1,443,597



16,337,460Balance at December 31, 2008 (As restated, see
    Note 7)


51,284,184



39,217,317



10,055,722



100,557,223Contributions


2,707,044



2,417,979



604,493



5,729,516Allocation of 2009 contributions


215,009



(183,467
)


(31,542
)


Distributions


(12,243,833
)


(8,268,000
)


(2,120,000
)


(22,631,833
)Net income


7,964,547



4,995,606



1,280,924



14,241,077Balance at December 31, 2009

$
49,926,951


$
38,179,435


$
9,789,597


$
97,895,983    
 F-6




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##### Table of Contents



BIGHORN
    GAS GATHERING, L.L.C.
  NOTES
    TO FINANCIAL STATEMENTS
  Note 1 
    Organization
    and Basis of Presentation    Copano Pipelines/Rocky Mountains, LLC (Copano)


51
%Crestone Energy Ventures, L.L.C. (Crestone Energy)


39Crestone Gathering Services, L.L.C. (Crestone
    Gathering)


10100
%     catch-up
         
 F-7




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##### Table of Contents



BIGHORN
    GAS GATHERING, L.L.C.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   Note 1 
    Organization
    and Basis of Presentation (Continued)    Note 2 
    Summary
    of Significant Accounting Policies  Use of
    Estimates
    Gas
    Gathering Operations
    Cash
    and Cash Equivalents
    Imbalances
    Property
    and Equipment
   
 F-8




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##### Table of Contents



BIGHORN
    GAS GATHERING, L.L.C.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   Note 2 
    Summary
    of Significant Accounting Policies (Continued)    December 31,Useful Lives


2009


2008Vehicles


3 years


$
1,108,673


$
1,108,673Computer and communication equipment


5 years



545,966



554,816Construction in progress


N/A



93,749



2,224,436Gathering lines and related equipment


4-30 years



121,552,679



115,413,558123,301,067



119,301,483Less accumulated depreciation






(32,694,444
)


(28,318,971
)Property and equipment, net





$
90,606,623


$
90,982,512     Other
    Assets
    December 31,2009


2008Rights-of-way, at cost

$
2,986,178


$
2,973,436Less accumulated amortization for rights-of-way


(922,797
)


(974,585
)Rights-of-way, net

$
2,063,381


$
1,998,851     Asset
    Impairment
   
 F-9




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##### Table of Contents



BIGHORN
    GAS GATHERING, L.L.C.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   Note 2 
    Summary
    of Significant Accounting Policies (Continued)    Asset
    Retirement Obligations
      ARO liability balance, December 31, 2007

$
196,767AROs incurred in 2008


Accretion for conditional obligations


19,677ARO liability balance, December 31, 2008


216,444AROs incurred in 2009


Accretion for conditional obligations


21,644ARO liability balance, December 31, 2009

$
238,088   Fair
    Value of Financial Instruments
    Concentration
    of Credit Risk
        Income
    Taxes
   
 F-10




---



##### Table of Contents



BIGHORN
    GAS GATHERING, L.L.C.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   Note 2 
    Summary
    of Significant Accounting Policies (Continued)  Subsequent
    events
    Note 3 
    New
    Accounting Pronouncements  GAAP Codification
  Accounting
    Standards Codification (ASC) and the Hierarchy of
    Generally Accepted Accounting Principles
    (GAAP),
  Subsequent
    Events
  Subsequent Events
  Useful
    Life of Intangible Assets
  350-30, Determination of the Useful Life of Intangible
    Assets No. 142-3), Goodwill and Other Intangible Assets, ASC 350-30
  Note 4 
    Lease
    Commitments  2010  ; 2011  ; 2012 and thereafter 
 
 F-11




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##### Table of Contents



BIGHORN
    GAS GATHERING, L.L.C.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   Note 5 
    Related
    Party Transactions            Note 6 
    Contingencies    Note 7 
    Restatement
    of Financial Statements   
 F-12




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##### Table of Contents



BIGHORN
    GAS GATHERING, L.L.C.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   Note 7 
    Restatement
    of Financial Statements (Continued)    Period fromOctober 1, 2007Year Ended


throughDecember 31,


December 31,2008


2007Net income, as previously reported

$
16,392,216


$
4,151,798Restatement items:(1) Effect of use of incorrect contract rates


80,143



48,042(2) Impact of incorrect in-service date


(168,988
)


(42,247
)(3) Change in useful life/write-off of compressors


(129,526
)


(183,619
)(4) Expense improperly capitalized costs


14,245



3,561(5) Unrecorded asset retirement obligations


(25,098
)


(5,827
)(6) Effect of revenue recorded in improper period


71,994



(7) Depreciation on assets not in service


102,474



25,619Total


(54,756
)


(154,471
)Net income, as restated

$
16,337,460


$
3,997,327     Period fromOctober 1, 2007Year Ended


throughDecember 31,


December 31,2008


2007Members equity at end of period, as previously reported

$
105,267,552


$
102,628,125Restatement items:Adjustment to beginning equity


(4,655,573
)


(4,501,102
)Adjustment to net income


(54,756
)


(154,471
)Total


(4,710,329
)


(4,655,573
)Members equity at end of period, as restated

$
100,557,223


$
97,972,552     Period from


Period fromOctober 1, 2007


October 1, 2007through


throughYear Ended December 31,


December 31,


December 31,2008


2008


2007


2007As previously


As restated


As previously


As restatedreported





reportedGathering fee revenue

$
34,853,731


$
35,005,868


$
7,809,074


$
7,857,116Operating and maintenance


12,915,555



12,935,232



2,605,066



2,609,538Depreciation, amortization and abandonment


5,171,048



5,358,264



994,432



1,192,473Net income


16,392,216



16,337,460



4,151,798



3,997,327   
 F-13




---



##### Table of Contents



BIGHORN
    GAS GATHERING, L.L.C.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   Note 7 
    Restatement
    of Financial Statements (Continued)  December 31,2008


2008As previously


As restatedreportedTrade receivable, net

$
3,935,774


$
4,291,359Property and equipment, net


97,523,222



90,982,512Other assets, net


196,369



1,998,851Trade accounts payable


761,734



872,976Asset retirement obligations






216,444Members equity


105,267,552



100,557,223   
 F-14




---



##### Table of Contents



INDEPENDENT
    AUDITORS REPORT
          
   
 F-15




---



##### Table of Contents



FORT UNION
    GAS GATHERING, L.L.C.
  BALANCE SHEETS
  December 31,2009


2008ASSETSCurrent assets:Cash and cash equivalents

$
7,746,143


$
9,472,293Accounts receivable:Trade


406,391



421,530Related parties


4,186,270



4,363,358Prepaid expenses and other






193,262Total current assets


12,338,804



14,450,443Property, plant and equipment, net


209,890,618



212,864,439Other assets, net


2,525,086



2,966,261Total assets

$
224,754,508


$
230,281,143LIABILITIES AND MEMBERS EQUITYCurrent liabilities:Accounts payable:Trade

$
14,708


$
261,820Related parties


3,960,885



1,194,332Current portion of long-term debt


13,752,000



17,407,115Interest rate swap agreements


2,363,266



1,804,471Accrued liabilities


1,055,006



383,850Total current liabilities


21,145,865



21,051,588Long-term debt


85,950,000



99,702,000Interest rate swap agreements


1,727,032



3,590,149Commitments and contingencies (Note 7)Members equity


115,931,611



105,937,406Total liabilities and members equity

$
224,754,508


$
230,281,143    F-16




---



##### Table of Contents



FORT UNION
    GAS GATHERING, L.L.C.
  STATEMENTS OF OPERATIONS
  Period fromOctober 1, 2007throughYear Ended December 31,


December 31,2009


2008


2007(unaudited)Revenue:Gathering fees

$
46,874,579


$
40,564,447


$
8,047,446Treating fees


16,138,875



11,929,673



1,017,805Total revenue


63,013,454



52,494,120



9,065,251Expenses:Operating and
    maintenance(1)


6,168,905



3,861,608



752,126General and administrative


688,894



535,284



112,168Depreciation and amortization


8,180,001



6,168,689



894,972Total expenses


15,037,800



10,565,581



1,759,266Operating income


47,975,654



41,928,539



7,305,985Other income (expense):Interest income


10,006



357,771



76,194Interest and other financing costs


(3,519,010
)


(8,798,717
)


(1,199,921
)Total other income (expense)


(3,509,004
)


(8,440,946
)


(1,123,727
)Net income

$
44,466,650


$
33,487,593


$
6,182,258   (1)
    
    Exclusive of depreciation and amortization shown separately
    below.   
 F-17




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##### Table of Contents



FORT UNION
    GAS GATHERING, L.L.C.
  STATEMENTS OF CASH FLOWS
  Period fromOctober 1, 2007throughYear Ended December 31,


December 31,2009


2008


2007(unaudited)Cash flow from operating activities:Net income

$
44,466,650


$
33,487,593


$
6,182,258Adjustments to reconcile net income to net cash provided by
    (used in) operating activities:Depreciation and amortization


8,180,001



6,168,689



894,972Amortization of debt issue costs


346,066



450,068



82,431Net change in interest rate swaps


(1,304,322
)


5,640,714



(442,980
)Changes in assets and liabilities:Accounts receivable


192,227



(849,792
)


(1,290,734
)Prepaid expenses and other


193,262



(98,305
)


59,006Accounts payable


558,530



1,178,277



(26,081,206
)Accrued liabilities


671,156



(3,939,100
)


585,821Net cash provided by (used in) operating activities


53,303,570



42,038,144



(20,010,432
)Cash flow from investing activities:Additions to property, plant and equipment


(3,150,160
)


(88,762,219
)


(22,529,359
)Additions to intangible assets






(21,829
)


(45,348
)Net cash used in investing activities


(3,150,160
)


(88,784,048
)


(22,574,707
)Cash flow from financing activities:Proceeds of long-term debt






31,100,000



44,000,000Repayments of long-term debt


(17,407,115
)


(12,124,208
)


(1,930,024
)Distributions to members


(37,050,000
)


(26,200,002
)


Equity contributions from members


2,577,555



54,660,022



Net cash (used in) provided by financing activities


(51,879,560
)


47,435,812



42,069,976Net (decrease) increase in cash and cash equivalents


(1,726,150
)


689,908



(515,163
)Cash and cash equivalents, beginning of period


9,472,293



8,782,385



9,297,548Cash and cash equivalents, end of year

$
7,746,143


$
9,472,293


$
8,782,385Supplemental disclosure to the Statements of Cash
    Flows Cash paid for interest

$
3,979,350


$
7,452,140


$
1,045,161Accrued capital expenditures

$
1,960,911


$



$
    
 F-18




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##### Table of Contents



FORT UNION
    GAS GATHERING, L.L.C.
  STATEMENTS OF MEMBERS EQUITY
  CopanoPipelines/Rocky


Crestone Powder


Western GasMountains, LLC


River L.L.C.


Resources L.L.C.


Bargath, Inc.


TotalBalance at October 1, 2007 (unaudited)

$
14,003,911


$
14,003,911


$
5,599,296


$
4,200,417


$
37,807,535Net income (unaudited)


2,289,908



2,289,908



915,593



686,849



6,182,258Balance at December 31, 2007


16,293,819



16,293,819



6,514,889



4,887,266



43,989,793Contributions


20,246,072



20,246,072



8,095,149



6,072,729



54,660,022Distributions


(9,704,481
)


(9,704,481
)


(3,880,220
)


(2,910,820
)


(26,200,002
)Net income


12,403,804



12,403,804



4,959,513



3,720,472



33,487,593Balance at December 31, 2008


39,239,214



39,239,214



15,689,331



11,769,647



105,937,406Contributions


954,726



954,726



381,737



286,366



2,577,555Distributions


(13,723,320
)


(13,723,320
)


(5,487,105
)


(4,116,255
)


(37,050,000
)Net income


16,470,448



16,470,448



6,585,510



4,940,244



44,466,650Balance at December 31, 2009

$
42,941,068


$
42,941,068


$
17,169,473


$
12,880,002


$
115,931,611    
 F-19




---



##### Table of Contents



FORT UNION
    GAS GATHERING, L.L.C.
  NOTES
    TO FINANCIAL STATEMENTS
  Note 1 
    Organization
    and Business    Copano Pipelines/Rocky Mountains, LLC (Copano)


37.04
%Crestone Powder River L.L.C. (Crestone)


37.04Western Gas Resources, L.L.C. (Western)


14.81Bargath, Inc. (Bargath)


11.11100.00
%     Note 2 
    Summary
    of Significant Accounting Policies  Use of
    Estimates
    Revenue
    Recognition
    Cash
    and Cash Equivalents
    Imbalances
   
 F-20




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##### Table of Contents



FORT UNION
    GAS GATHERING, L.L.C.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   Note 2 
    Summary
    of Significant Accounting Policies (Continued)  Fuel
    Property
    and Equipment
    December 31,Useful Lives


2009


2008Gathering lines and related equipment


30 years


$
238,672,852


$
233,667,781Computers and communication equipment


3-5 years



6,742



6,742Construction in progress


N/A







238,679,594



233,674,523Less accumulated depreciation






(28,788,976
)


(20,810,084
)Property and equipment  net





$
209,890,618


$
212,864,439     Asset
    Impairment
    Asset
    Retirement Obligations
   
 F-21




---



##### Table of Contents






FORT UNION
    GAS GATHERING, L.L.C.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   Note 2 
    Summary
    of Significant Accounting Policies (Continued)    Other
    Assets
    December 31,2009


2008Debt issuance costs

$
3,157,794


$
3,157,794Less accumulated amortization


(2,558,726
)


(2,212,659
)Rights-of-way


2,552,126



3,020,160Less accumulated amortization


(626,108
)


(999,034
)Other assets  net

$
2,525,086


$
2,966,261     Fair
    Value of Financial Instruments
    Concentration
    of Credit Risk
   F-22







---



##### Table of Contents






FORT UNION
    GAS GATHERING, L.L.C.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   Note 2 
    Summary
    of Significant Accounting Policies (Continued)  Income
    Taxes
    Derivative
    Financial Instruments
  Accounting for Derivative
    Instruments and Hedging Activities
  Subsequent
    events
    Note 3 
    New
    Accounting Pronouncements  GAAP Codification
  Accounting Standards Codification
  Subsequent
    Events
  Subsequent Events
  Disclosures
    about Derivative Instruments and Hedging Activities 
    an amendment of FASB Statement No. 133
  815-10, Disclosures about Derivative Instruments and Hedging
    Activities  an amendment of FASB Statement
    No. 133 815-10 Accounting for
    Derivative Instruments and Hedging Activities,
 F-23







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##### Table of Contents






FORT UNION
    GAS GATHERING, L.L.C.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   Note 3 
    New
    Accounting Pronouncements (Continued)  ASC 815-10 ASC 815-10.
  Fair
    Value Measurements
  No. 2010-06, Fair Value Measurements and Disclosures: Improving
    Disclosures about Fair Value Measurements, ASC 820-10 2010-06
  Useful
    Life of Intangible Assets
  ASC 350-30, Determination of the Useful Life of Intangible
    Assets No. 142-3), Goodwill and Other Intangible Assets, ASC 350-30
  Note 4 
    Interest
    Rate Swap Agreements     F-24







---



##### Table of Contents






FORT UNION
    GAS GATHERING, L.L.C.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   Note 4 
    Interest
    Rate Swap Agreements (Continued)  FASB
    ASC 820 Fair Value Measurement
    (SFAS No. 157) and FASB ASC 815 Disclosures
    about Derivative Instruments and Hedging Activities
    (SFAS No. 161)
    
    Level 1  Unadjusted quoted prices in active
    markets that are accessible at the measurement date for
    identical, unrestricted assets or liabilities;
    Level 2  Quoted prices in markets that are not
    considered to be active or financial instruments for which all
    significant inputs are observable, either directly or
    indirectly; and
    Level 3  Prices or valuations that require
    inputs that are both significant to the fair value measurement
    and unobservable. These inputs may be used with internally
    developed methodologies that result in managements best
    estimate of fair value.     F-25







---



##### Table of Contents



FORT UNION
    GAS GATHERING, L.L.C.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   Note 4 
    Interest
    Rate Swap Agreements (Continued)    Fair Value Measurement on Hedging
    Instruments(a)December 31, 2009


December 31, 2008Level 1


Level 2


Level 3


Total


Level 1


Level 2


Level 3


TotalAssetsInterest rate derivatives:Short-term  Not designated

$



$



$



$



$



$



$



$
Long-term  Not designated






























Total

$



$



$



$



$



$



$



$
LiabilitiesInterest rate derivatives:Short-term  Not
    designated(b)

$



$
2,363,266


$



$
2,363,266


$



$
1,804,471


$



$
1,804,471Long-term  Not
    designated(c)

$



$
1,727,032


$



$
1,727,032







3,590,149







3,590,149Total

$



$
4,090,298


$



$
4,090,298


$



$
5,394,620


$



$
5,394,620Total designated

$



$



$



$



$



$



$



$
Total not designated

$



$
4,090,298


$



$
4,090,298


$



$
5,394,620


$



$
5,394,620     (a)
    
    Instruments re-measured on a recurring basis.  (b)
    
    Included on the balance sheets as a current liability under the
    heading of Interest rate swap agreements.  (c)
    
    Included on the balance sheets as a noncurrent liability under
    the heading of Interest rate swap agreements.    The Effect of Derivative Instruments on the Statements of
    OperationsDerivatives NotDesignated as Hedging

Amount of LossInstruments Under FASB

Recognized in Income onASC 815 (SFAS 133)

Derivative


Statements of Operations LocationYear ended December 31, 2009Interest rate

$
726,056



Interest and other financing costsTotal

$
726,056   
 F-26




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##### Table of Contents



FORT UNION
    GAS GATHERING, L.L.C.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   Note 5 
    Debt    December 31,2009


2008Note payable to banks (paid in full September 2009)

$



$
4,120,246Note payable to banks (paid in full September 2009)






2,399,869Term loan, with principal payments and interest due quarterly;
    interest payable at the prime rate plus 0.5% or LIBOR plus 1.5%
    (1.74% and 1.96% at December 31, 2009 and 2008,
    respectively). Balloon payment of $55,068,165 due April 2013


99,702,000



110,589,00099,702,000



117,109,115Less current portion of long-term debt


(13,752,000
)


(17,407,115
)Long-term debt

$
85,950,000


$
99,702,000       Year Ending December 31,:2010

$
13,752,0002011


13,752,0002012


13,752,0002013


58,446,000$
99,702,000    Note 6 
    Related
    Party Transactions   
 F-27




---



##### Table of Contents



FORT UNION
    GAS GATHERING, L.L.C.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   Note 6 
    Transactions
    with Affiliated/Related Parties  (Continued)    ,Period fromOctober 1, 2007throughDecember 31,


December 31,2009


2008


2007(unaudited)Copano


13
%


18
%


25
%Crestone


13



15



21Western


35



37



27Bargath


33



28



25Total


94
%


98
%


98
%           Note 7 
    Commitments
    and Contingencies     
 F-28




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##### Table of Contents



INDEX TO
    EXHIBITS
  Number

Description2
.1

Purchase Agreement dated as of August 31, 2007 among Copano
    Energy, L.L.C., Copano Energy/Rocky Mountains, L.L.C., and
    Cantera Resources Holdings LLC (incorporated by reference to
    Exhibit 2.1 to Current Report on Form 8-K filed October 25,
    2007).2
.2

Contribution Agreement dated as of April 5, 2007 by and among
    Cimmarron Gathering GP, LLC, Taos Gathering, LP and Cimmarron
    Transportation, L.L.C. and Copano Energy, L.L.C. (incorporated
    by reference to Exhibit 2.1 to Current Report on Form 8-K filed
    April 11, 2007).3
.1

Certificate of Formation of Copano Energy Holdings, L.L.C. (now
    Copano Energy, L.L.C.) (incorporated by reference to Exhibit 3.1
    to Registration Statement on Form S-1 filed July 30, 2004).3
.2

Certificate of Amendment to Certificate of Formation of Copano
    Energy Holdings, L.L.C. (now Copano Energy, L.L.C.)
    (incorporated by reference to Exhibit 3.2 to Registration
    Statement on Form S-1 filed July 30, 2004).3
.3

Third Amended and Restated Limited Liability Company Agreement
    of Copano Energy, L.L.C. (incorporated by reference to Exhibit
    3.1 to Current Report on Form 8-K filed April 30, 2007).3
.4

Amendment No. 1 to Third Amended and Restated Limited Liability
    Company Agreement of Copano Energy, L.L.C. (incorporated by
    reference to Exhibit 3.1 to Current Report on Form 8-K filed May
    4, 2007).3
.5

Amendment No. 2 to Third Amended and Restated Limited Liability
    Company Agreement of Copano Energy, L.L.C. dated October 19,
    2007 (incorporated by reference to Exhibit 3.1 to Current Report
    on Form 8-K filed October 25, 2007).3
.6

Amendment No. 3 to Third Amended and Restated Limited Liability
    Company Agreement of Copano Energy, L.L.C., dated October 19,
    2007 (incorporated by reference to Exhibit 3.2 to Current Report
    on Form 8-K filed October 25, 2007).4
.1

Indenture dated as of February 7, 2006, among Copano Energy,
    L.L.C., Copano Energy Finance Corporation, the Guarantors
    parties thereto and U.S. Bank National Association, as trustee
    (incorporated by reference to Exhibit 4.1 to Current Report on
    Form 8-K filed February 8, 2006).4
.2

Rule 144A Global Note representing $224,500,000 principal amount
    of 8.125% Senior Notes due 2016 (incorporated by reference
    to Exhibit 4.2 to Current Report on Form 8-K filed February 8,
    2006).4
.3

Regulation S Global Note representing $500,000 principal amount
    of 8.125% Senior Notes due 2016 (incorporated by reference
    to Exhibit 4.3 to Current Report on Form 8-K filed February 8,
    2006).4
.4

Registration Rights Agreement dated as of May 1, 2007, by and
    among Copano Energy, L.L.C. and Cimmarron Gathering GP, LLC,
    Taos Gathering, LP and Cimmarron Transportation, LLC
    (incorporated by reference to Exhibit 4.1 to Current Report on
    Form 8-K filed May 4, 2007).4
.5

Registration Rights Agreement by and between Copano Energy,
    L.L.C. and Cantera Resources Holdings LLC, dated October 19,
    2007 (incorporated by reference to Exhibit 4.1 to Current Report
    on Form 8-K filed October 25, 2007).4
.6

Registration Rights Agreement by and among Copano Energy, L.L.C.
    and the Purchasers, dated October 19,2007 (incorporated by
    reference to Exhibit 4.2 to Current Report on Form 8-K filed
    October 25, 2007).4
.7

Indenture, dated May 16, 2008, among Copano Energy, L.L.C.,
    Copano Energy Finance Corporation, the Subsidiary Guarantors
    named therein and U.S. Bank National Association, as trustee
    (incorporated by reference to Exhibit 4.1 to Current Report on
    Form 8-K filed May 19, 2008).4
.8

Form of Global Note representing 7.75% Senior Notes due
    2018 (included in 144A/Regulation S Appendix to Exhibit 4.7
    above).4
.9

Registration Rights Agreement, dated May 16, 2008, among Copano
    Energy, L.L.C., Copano Energy Finance Corporation, the
    Subsidiary Guarantors named therein and the Initial Purchasers
    named therein (incorporated by reference to Exhibit 4.2 to
    Current Report on Form 8-K filed May 19, 2008).10
.1

Amended and Restated Copano Energy, L.L.C. Long-Term Incentive
    Plan (incorporated by reference to Exhibit 99.1 to Current
    Report on Form 8-K filed February 24, 2009).10
.2

Amendment to Amended and Restated Copano Energy, L.L.C.
    Long-Term Incentive Plan (incorporated by reference to Exhibit
    99.2 to Current Report on Form 8-K filed May 18, 2009).




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##### Table of Contents



Number

Description10
.3

Administrative and Operating Services Agreement effective
    January 1, 2010, among Copano/Operations, Inc. and CPNO
    Services, L.P. (incorporate by reference to Exhibit 10.3 to
    Annual Report on Form 10-K filed March 1, 2010).10
.4

Employment Agreement between Copano/Operations, Inc., R. Bruce
    Northcutt and the Copano Controlling Entities, dated April 9,
    2003 (incorporated by reference to Exhibit 10.8 to Amendment No.
    2 to Registration Statement on Form S-1/A filed October 12,
    2004).10
.5

First Amendment to Employment Agreement between
    Copano/Operations, Inc., R. Bruce Northcutt and the Copano
    Controlling Entities, dated July 30, 2004 (incorporated by
    reference to Exhibit 10.9 to Amendment No. 2 to Registration
    Statement on Form S-1/A filed October 12, 2004).10
.6

Assignment and Assumption Agreement between Copano/Operations,
    Inc. and CPNO Services, L.P. effective January 1, 2005 with
    respect to Employment Agreement between Copano/Operations, Inc.,
    R. Bruce Northcutt and the Copano Controlling Entities, as
    amended (incorporated by reference to Exhibit 10.10 to Annual
    Report on Form 10-K filed March 31, 2005).10
.7

Second Amendment to Employment Agreement between CPNO Services,
    L.P., R. Bruce Northcutt and the Copano Controlling Entities,
    effective March 1, 2005 (incorporated by reference to Exhibit
    10.10 to Current Report on Form 8-K filed March 31, 2005).10
.8

Third Amendment to Employment Agreement between CPNO Services,
    L.P., R. Bruce Northcutt and the Copano Controlling Entities,
    effective November 18, 2008 (incorporated by reference to
    Exhibit 99.2 to Annual Report on Form 10-K filed November 25,
    2008).10
.9

Employment Agreement between CPNO Services, L.P. and John A.
    Raber dated as of August 1, 2005 (incorporated by reference to
    Exhibit 10.32 to Quarterly Report on Form 10-Q filed August 15,
    2005).10
.10

First Amendment to Employment Agreement between CPNO Services,
    L.P. and John A. Raber effective November 19, 2008 (incorporated
    by reference to Exhibit 99.3 to Current Report on Form 8-K filed
    November 25, 2008).10
.11

Employment Agreement between ScissorTail Energy, L.L.C. and
    Sharon Robinson dated as of August 1, 2005 (incorporated by
    reference to Exhibit 10.34 to Quarterly Report on Form 10-Q
    filed August 15, 2005).10
.12

First Amendment to Employment Agreement between ScissorTail
    Energy, L.L.C. and Sharon Robinson dated as of December 31, 2008
    (incorporated by reference to Exhibit 10.15 to Annual Report on
    Form 10-K
    filed February 27, 2009).10
.13

Retirement, Release and Consulting Services Agreement, dated May
    15, 2008, between Copano Energy, L.L.C. and Ronald W. Bopp
    (incorporated by reference to Exhibit 10.5 to Quarterly Report
    on Form 10-Q filed August 8, 2008).10
.14

2004 Form of Restricted Unit Grant (Directors) (incorporated by
    reference to Exhibit 10.1 to Current Report on Form 8-K filed
    December 15, 2004).10
.15

2004 Form of Unit Option Grant (incorporated by reference to
    Exhibit 10.17 to Quarterly Report on Form 10-Q filed December
    21, 2004).10
.16

2005 Form of Restricted Unit Grant (Employees) (incorporated by
    reference to Exhibit 4.4 to Registration Statement on Form S-8
    filed February 11, 2005).10
.17

2005 Form of Unit Option Grant (incorporated by reference to
    Exhibit 4.5 to Registration Statement on Form S-8 filed February
    11, 2005).10
.18

Form of Unit Option Grant (ScissorTail Energy, LLC Officers)
    (incorporated by reference to Exhibit 10.37 to Quarterly Report
    on Form 10-Q filed August 15, 2005).10
.19

Form of Restricted Unit Grant (ScissorTail Energy, LLC Officers)
    (incorporated by reference to Exhibit 10.38 to Quarterly Report
    on Form 10-Q filed August 15, 2005).10
.20

2006 Form of Restricted Unit Grant (Directors) (incorporated by
    reference to Exhibit 10.3 to Current Report on Form 8-K filed
    May 30, 2006).10
.21

2006 Form of Unit Option Grant (Employees) (incorporated by
    reference to Exhibit 10.2 to Current Report on Form 8-K filed
    May 30, 2006).10
.22

2006 Form of Restricted Unit Grant (Employees) (incorporated by
    reference to Exhibit 10.4 to Current Report on Form 8-K filed
    May 30, 2006).10
.23

November 2006 Form of Restricted Unit Grant (Directors)
    (incorporated by reference to Exhibit 10.1 to Current Report on
    Form 8-K filed November 20, 2006).




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##### Table of Contents



Number

Description10
.24

2007 Form of Phantom Unit Grant (incorporated by reference to
    Exhibit 10.1 to Current Report on Form 8-K filed June 18, 2007).10
.25

2008 Form of Phantom Unit Grant (Employees) (incorporated by
    reference to Exhibit 10.1 to Current Report on Form 8-K filed
    June 6, 2008).10
.26

2008 Form of Performance Based Phantom Unit Grant (Employees)
    (incorporated by reference to Exhibit 10.2 to Current Report on
    Form 8-K filed June 6, 2008).10
.27

2008 Form of Long-Term Retention Award Grant (Employees)
    (incorporated by reference to Exhibit 10.3 to Current Report on
    Form 8-K filed June 6, 2008).10
.28

2008 Form of Phantom Unit Grant (Employee Bonus Awards)
    (incorporated by reference to Exhibit 99.2 to Current Report on
    Form 8-K filed November 12, 2008).10
.29

2008 Form of Restricted Unit Grant (Directors) (incorporated by
    reference to Exhibit 99.4 to Current Report on Form 8-K filed
    November 25 2008).10
.30

Form of Unit Appreciation Right Award Agreement (incorporated by
    reference to Exhibit 99.1 to Current Report on Form 8-K filed
    May 18, 2009).10
.31

Form of Unit Appreciation Right Award Agreement (incorporated by
    reference to Exhibit 99.1 to Current Report on Form 8-K filed
    August 18, 2009).10
.32

Copano Energy, L.L.C. Management Incentive Compensation Plan
    (incorporated by reference to Exhibit 99.1 to Current Report on
    Form 8-K filed November 12, 2008).10
.33

2009 Administrative Guidelines for the Copano Energy, L.L.C.
    Management Incentive Compensation Plan (incorporated by
    reference to Exhibit 10.1 to Current Report on Form 8-K filed
    February 24, 2009).10
.34

Copano Energy, L.L.C. Deferred Compensation Plan dated December
    16, 2008 (incorporated by reference to Exhibit 99.1 to Current
    Report on Form 8-K filed December 19, 2008).10
.35

Form of Deferred Compensation Plan Participation Agreement
    (incorporated by reference to Exhibit 99.2 to Current Report on
    Form 8-K filed December 19, 2008).10
.36

Form of Deferred Compensation Plan Chief Executive Officer
    Participation Agreement (incorporated by reference to Exhibit
    99.3 to Current Report on Form 8-K filed December 19, 2008).10
.37

Form of Indemnification Agreement (incorporated by reference to
    Exhibit 10.1 to Current Report on Form 8-K filed November 2,
    2005).10
.38

Copano Energy, L.L.C. Change in Control Severance Plan
    (incorporated by reference to Exhibit 10.1 to Current Report on
    Form 8-K filed December 18, 2007).10
.39

Lease Agreement dated as of October 17, 2000, between Plow
    Realty Company of Texas and Texas Gas Plants, L.P. (incorporated
    by reference to Exhibit 10.13 to Amendment No. 2 to Registration
    Statement on Form S-1/A filed October 12, 2004).10
.40

Lease Agreement dated as of December 3, 1964, between The Plow
    Realty Company of Texas and Shell Oil Company (incorporated by
    reference to Exhibit 10.14 to Amendment No. 2 to Registration
    Statement on Form S-1/A filed October 12, 2004).10
.41

Lease Agreement dated as of January 1, 1944, between The Plow
    Realty Company of Texas and Shell Oil Company, Incorporated
    (incorporated by reference to Exhibit 10.15 to Amendment No. 2
    to Registration Statement on Form S-1/A filed October 12, 2004).10
.42

Amended and Restated Gas Processing Contract entered into as of
    February 1, 2006, between Kinder Morgan Texas Pipeline, L.P. and
    Copano Processing, L.P. (incorporated by reference to Exhibit
    10.1 to Quarterly Report on Form 10-Q filed May 10, 2006).10
.43

Amended and Restated Credit Agreement dated as of January 12,
    2007, among Copano Energy, L.L.C., as the Borrower, Bank of
    America, N.A., as Administrative Agent and L/C Issuer, JPMorgan
    Chase Bank, N.A. and Wachovia Bank, National Association, as
    Co-Syndication Agents and The Other Lenders Party thereto and
    Banc of America Securities LLC, as Sole Lead Arranger and Sole
    Book Manager (incorporated by reference to Exhibit 10.1 to
    Current Report on Form 8-K filed January 19, 2007).10
.44

First Amendment to Amended and Restated Credit Agreement, dated
    October 19, 2007. (incorporated by reference to Exhibit 10.40 to
    Annual Report on Form 10-K filed February 29, 2008).10
.45

Purchase Agreement, dated May 13, 2008, among Copano Energy,
    L.L.C., Copano Energy Finance Corporation, the Subsidiary
    Guarantors named therein and the Initial Purchasers named
    therein (incorporated by reference to Exhibit 10.1 to Current
    Report on Form 8-K filed May 19, 2008).




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##### Table of Contents



Number

Description21
.1

List of Subsidiaries (incorporated by reference to Exhibit 21.1
    to Automatic Shelf Registration Statement on Form S-3ASR filed
    November 3, 2009).23
.1*

Consent of Deloitte & Touche LLP.31
.1*

Sarbanes-Oxley Section 302 certification of Principal Executive
    Officer.31
.2*

Sarbanes-Oxley Section 302 certification of Principal Financial
    Officer.32
.1*

Sarbanes-Oxley Section 906 certification of Principal Executive
    Officer.32
.2*

Sarbanes-Oxley Section 906 certification of Principal Financial
    Officer.  
    *
    
    Filed herewith.  
    
    Portions of this exhibit have been omitted pursuant to a request
    for confidential treatment.