exv10w1



 





Exhibit 10.1




FIRST AMENDMENT TO




ADMINISTRATIVE AND OPERATING SERVICES AGREEMENT




     This First Amendment to Administrative and Operating Services Agreement (“First Amendment”) is
entered into among Copano/Operations, Inc., a Texas corporation (“Copano Operations”), Copano
Energy, L.L.C., a Delaware limited liability company (“Copano Energy”), and the additional entities
listed on the signature pages hereto (the “Copano Operating Subsidiaries”), effective as of this
1st day of July, 2007 (the “Effective Date”). Copano Energy and the Copano Operating Subsidiaries
are sometimes collectively referred to in this Agreement as the “Copano Companies.” Capitalized
terms used in this First Amendment that are not otherwise defined herein shall have the meanings
set forth in the Services Agreement (as defined herein).



RECITALS




     WHEREAS, Copano Operations and the Copano Companies have entered into an Administrative and
Operating Services Agreement dated November 15, 2004 (the “Services Agreement”) pursuant to which
Copano Operations procures certain personnel, facilities, goods and services, which benefit the
Copano Companies as well as the Related Entities; and



     WHEREAS, under the Services Agreement, effective as of April 1, 2007, the Related Entity G&A
Allocation charged to the Related Entities is $12,049.88 and the Related Entity Operating Expense
Allocation charged to the Related Entities is $9,037.41.



     WHEREAS, the parties have determined that it is in their mutual interest to amend the Services
Agreement to increase the Related Entity Operating Expense Allocation and make certain other
clarifying amendments;



     NOW, THEREFORE, for and in consideration of the premises and the mutual agreements contained
herein and for other good and valuable consideration, the receipt, adequacy and sufficiency of
which are hereby acknowledged, Copano Operations and the Copano Companies hereby agree as follows:



AGREEMENT




     SECTION 1. Amendment to Services Agreement. Section 6(a) is hereby amended in its entirety to
read as follows:




     “(a) Calculation. Subject to Section 7 of this Agreement, Copano Operations
shall be paid a monthly cost reimbursement (the “Cost Reimbursement”) by the Copano
Companies equal to the total monthly cash expenses incurred by Copano Operations less (i) a
fixed amount of $12,049.88 for general and administrative expenses incurred by Copano
Operations in procuring Goods and Services that additionally benefit the Related Entities
(the “Related Entity G&A Allocation”), (ii) a fixed amount of $11,537.41 for expenses
related to field operations and incurred by Copano Operations in procuring Goods and
Services that additionally benefit the Related Entities (the “Related Entity Operating
Expense Allocation”) and (iii) any costs incurred by Copano Operations for its sole benefit
or the sole benefit of the Related Entities (the “Related Entity Direct Costs”). For
purposes



 









 







of clarification, any expenses incurred by Copano Operations with respect to the
employment of geological or geophysical personnel shall be deemed to be a cost incurred by
Copano Operations for the sole benefit of the Related Entities and no portion thereof shall
be included in the Cost Reimbursement. It is the parties’ intention that the Cost
Reimbursement represents fair and reasonable compensation by the Copano Companies to Copano
Operations for (i) Goods and Services that are for the sole benefit of the Copano Companies
and (ii) the Copano Companies’ allocable share of Goods and Services that benefit both the
Copano Companies and the Related Entities.”



     SECTION 2. Services Agreement to Remain in Full Force and Effect. The Services Agreement, as
amended hereby, shall remain in full force and effect.



     SECTION 3. Further Assurances. The parties will execute such additional documents and
instruments, and take such further actions, as are necessary or appropriate to give effect to the
terms of this First Amendment.



     SECTION 4. Applicable Law. This First Amendment shall be governed by and construed in
accordance with laws in the state of Texas.



     SECTION 5. Execution. This First Amendment may be executed in multiple counterparts, each of
which shall be deemed in original but all of which shall be deemed one instrument.



     IN WITNESS WHEREOF, the parties have executed this First Amendment as of the day and year
first written above, to be effective for all purposes as of the Effective Date.



	 	 	 	 	 
	 	COPANO/OPERATIONS, INC.

 	 
	 	By:  	/s/ John R. Eckel, Jr.
 	 
	 	 	John R. Eckel, Jr.,  Chairman of the Board and	 
	 	 	
Chief Executive Officer 	 
	 
	 	COPANO ENERGY, L.L.C.

 	 
	 	By:  	/s/ Matthew J. Assiff
 	 
	 	 	Matthew J. Assiff, Senior Vice President	 
	 	 	
And Chief Financial Officer 	 



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	 	 	COPANO FIELD SERVICES/COPANO BAY, L.P.
	 

	 	By:
	 	Copano Field Services GP, L.L.C.,

its Managing General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Matthew J. Assiff	 	 
	 

	 	 	 	 

Matthew J. Assiff, Senior Vice President

and Chief Financial Officer
	 	 
	 
	 	 	 	 	 	 
	 	 	COPANO FIELD SERVICES/SOUTH TEXAS, L.P.
	 

	 	By:
	 	Copano Field Services GP, L.L.C.,

its Managing General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Matthew J. Assiff	 	 
	 

	 	 	 	 

Matthew J. Assiff, Senior Vice President

and Chief Financial Officer
	 	 
	 
	 	 	 	 	 	 
	 	 	COPANO FIELD SERVICES/AGUA DULCE, L.P.
	 

	 	By:
	 	Copano Field Services GP, L.L.C.,

its Managing General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Matthew J. Assiff	 	 
	 

	 	 	 	 

Matthew J. Assiff, Senior Vice President

and Chief Financial Officer
	 	 
	 
	 	 	 	 	 	 
	 	 	COPANO PIPELINES/SOUTH TEXAS, L.P.
	 

	 	By:
	 	Copano Pipelines GP, L.L.C.,

its Managing General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Matthew J. Assiff	 	 
	 

	 	 	 	 

Matthew J. Assiff, Senior Vice President

and Chief Financial Officer
	 	 
	 
	 	 	 	 	 	 
	 	 	COPANO FIELD SERVICES/UPPER GULF COAST, L.P.
	 

	 	By:
	 	Copano Field Services GP, L.L.C.,

its Managing General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Matthew J. Assiff	 	 
	 

	 	 	 	 

Matthew J. Assiff, Senior Vice President

and Chief Financial Officer
	 	 






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	 	 	COPANO PIPELINES/UPPER GULF COAST, L.P.
	 

	 	By:
	 	Copano Pipelines GP, L.L.C.,

its Managing General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Matthew J. Assiff	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Matthew J. Assiff, Senior Vice President

and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	COPANO ENERGY SERVICES/UPPER GULF COAST, L.P.
	 

	 	By:
	 	Copano Energy Services GP, L.L.C.,

its Managing General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Matthew J. Assiff	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Matthew J. Assiff, Senior Vice President

and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	COPANO PIPELINES/HEBBRONVILLE, L.P.
	 

	 	By:
	 	Copano Pipelines GP, L.L.C.,

its Managing General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Matthew J. Assiff	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Matthew J. Assiff, Senior Vice President

and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	COPANO ENERGY SERVICES/TEXAS GULF COAST, L.P.
	 

	 	By:
	 	Copano Energy Services (Texas) GP, L.L.C.,

its Managing General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Matthew J. Assiff	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Matthew J. Assiff, Senior Vice President

and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	COPANO PIPELINES/TEXAS GULF COAST, L.P.
	 

	 	By:
	 	Copano Pipelines (Texas) GP, L.L.C.,

its Managing General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Matthew J. Assiff	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Matthew J. Assiff, Senior Vice President

and Chief Financial Officer	 	 






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	 	 	COPANO FIELD SERVICES/CENTRAL GULF COAST, L.P.
	 

	 	By:
	 	Copano Field Services/Central Gulf Coast GP, L.L.C.,

its Managing General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Matthew J. Assiff	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Matthew J. Assiff, Senior Vice President

and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	COPANO NGL SERVICES, L.P.
	 

	 	By:
	 	Copano NGL Services GP, L.L.C.,

its Managing General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Matthew J. Assiff	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Matthew J. Assiff, Senior Vice President

and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	COPANO PROCESSING, L.P.
	 

	 	By:
	 	Copano Processing GP, L.L.C.,

its Managing General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Matthew J. Assiff	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Matthew J. Assiff, Senior Vice President

and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	COPANO FIELD SERVICES/KARNES, L.P.
	 

	 	By:
	 	Copano Field Services GP, L.L.C.,

its Managing General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Matthew J. Assiff	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Matthew J. Assiff, Senior Vice President

and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	NUECES GATHERING, L.L.C.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Matthew J. Assiff	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Matthew J. Assiff, Senior Vice President

and Chief Financial Officer	 	 






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	 	 	ESTES COVE FACILITIES, L.L.C.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Matthew J. Assiff	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Matthew J. Assiff, Senior Vice President

and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	COPANO/WEBB-DUVAL PIPELINE, L.P.
	 

	 	By:
	 	Copano/Webb-Duval Pipeline GP, L.L.C.,

its Managing General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Matthew J. Assiff	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Matthew J. Assiff, Senior Vice President

and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	COPANO FIELD SERVICES/LIVE OAK, L.P.
	 

	 	By:
	 	Copano Field Services GP, L.L.C.,

its Managing General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Matthew J. Assiff	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Matthew J. Assiff, Senior Vice President

and Chief Financial Officer	 	 







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