Exhibit
10.29


 


UNITHOLDER
VOTING AGREEMENT


 


 


THIS VOTING
AGREEMENT (the “Agreement”) dated as of August 1, 2005 by and among
Copano Partners Trust, a Delaware statutory trust (“Copano Partners Trust”),
MBP III AIV, L.P., MBP III Onapoc Holdings LLC (and together with MBP III AIV,
L.P., the “CSFB Entities”), R. Bruce Northcutt, an individual residing
in Spring, Texas (“Mr. Northcutt”) and Matthew J. Assiff, an individual
residing in Houston, Texas (“Mr. Assiff”).


WHEREAS, reference
is made to that certain Class B Unit and Common Units Purchase Agreement, dated
as of June 17, 2005 (the “Equity Purchase Agreement”) by and among
Copano Energy, L.L.C., a Delaware limited liability company (the “Company”),
and each of the Purchasers, pursuant to which the Company issued the Purchased
Units to the Purchasers.


WHEREAS, reference
is also made to Section 5.01 of the Equity Purchase Agreement, whereby the
Company agreed to take all action necessary to convene a meeting of its
Unitholders to consider and vote upon the conversion of the Purchasers’ Class B
Units into Common Units (the “Conversion”) as soon as practicable, but
in any event not later than 180 days from the Closing Date; and


WHEREAS, each of
Copano Partners Trust, the CSFB Entities, Mr. Northcutt and Mr. Assiff are
beneficial owners of Common Units and Subordinated Units (“Voting Units”)
representing limited liability company interests in the Company, and each of
then desires to set forth certain agreements and arrangements related to the
voting of such Voting Units in respect of the conversion of the Class B Units
into Common Units;


NOW, THEREFORE, in
consideration of the premises and the covenants and agreements contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, the parties hereby agree as follows:


1.             Effectiveness.  The provisions of this Agreement shall be
effective upon the date first written above.


2.             Definitions.  Capitalized terms used herein without
definition shall have the meanings given to them in the Equity Purchase
Agreement


3.             Agreement
to Vote.  At any meeting of the
Unitholders convened to consider and vote upon the Conversion, each of Copano
Partners Trust, the CSFB Entities, Mr. Northcutt and Mr. Assiff unconditionally
and irrevocably  agrees to vote all of
the Common Units and Subordinated Units beneficially owned by such Person on
the record date fixed by the Company’s Board of Directors for any such meeting
in favor of the conversion of the Class B Units into Common Units.


4.             Additional Covenants.  As applicable, the parties shall cause their
respective officers, employees and agents to take all requisite action
requested by the Company to carry out their obligations under this Agreement.





















5.             Specific Enforcement.  It is agreed and understood that monetary
damages would not adequately compensate an injured party for the breach of this
Agreement by any party, that this Agreement shall be specifically enforceable,
and that any breach or threatened breach of this Agreement shall be the proper
subject of a temporary or permanent injunction or restraining order without a
requirement of posting bond.  Further,
each party hereto waives any claim or defense that there is an adequate remedy
at law for such breach or threatened breach.


6.             Representations and Warranties.  Each of Copano Partners Trust, the CSFB
Entities, Mr. Northcutt and Mr. Assiff hereby represents and warrants with
respect to itself, on and as of the date of this Agreement,  as follows:


(a)           It has full right, power and
authority to vote the Voting Units, held of record by it.


(b)           It has all requisite power and
authority to enter into and perform its obligations under this Agreement.  The execution, delivery and performance of
this Agreement has been duly authorized by all necessary action on the part of
such party.  This Agreement has been duly
executed and delivered by such party.


(c)           The execution, delivery and
performance of this Agreement will not, with or without the giving of notice or
the passage of time, (i) violate any judgment, injunction, order or decree of
any court, arbitrator or governmental agency applicable to such party, or (ii)
conflict with, result in the breach of any provision of, constitute a default
under, or require the consent of any third party under, any agreement or
instrument to which such party is a party or by which such party is bound.


7.             Covenants.


(a)           Until the termination of this
Agreement, such party will not enter into any transaction, take any action or
by inaction permit any event to occur that would result in any of the
representations or warranties of such party herein contained not being true and
correct or that would prevent or otherwise restrict such party from performing
its obligations under this Agreement; provided, however, that none of the
parties to this Agreement shall be subject to any restrictions on transfer as a
result of entering into this Agreement.


(b)           Such party shall execute and deliver
any additional documents reasonably necessary or desirable to evidence the
agreement to vote granted herein with respect to the Voting Units or otherwise
implement and effect the provisions of this Agreement.


8.             Third Party Beneficiaries.  Each of Copano Partners Trust, the CSFB Entities,
Mr. Northcutt and Mr. Assiff acknowledges that the beneficiaries of the terms
of this Agreement are the Purchasers who purchased Class B Units pursuant to
the Equity Purchase Agreement.  Each of
Copano Partners, the CSFB Entities, Mr. Northcutt and Mr. Assiff acknowledges
further and agrees that such Purchasers shall have the right to enforce this
Agreement.  Nothing in this Agreement
shall be construed to impose any personal liability on any officer, employee, director,
incorporator, member, manager, partner or stockholder of any party or any of
its affiliates.


2





















9.             Captions.  The captions and headings used in this
Agreement are for convenience only and do not in any way limit or amplify the
terms and provisions hereof.


10.          Manner of Voting.  The voting of the Units owned by Copano
Partners Trust, the CSFB Entities, Mr. Northcutt and Mr. Assiff may be effected
in person, by proxy, by written consent, or in any other manner permitted by
applicable law.


11.          Splits, Dividends, Etc.  If there shall be any issuance of voting
securities hereafter to any of the parties hereto (including in connection with
any split, dividend, recapitalization, reorganization, or the like), such
securities shall become subject to this Agreement.


12.          Amendments.  This Agreement may not be modified or amended
without: (i) the written consent of the Purchasers entitled to purchase a
majority of the Purchasers based on their Commitment Amounts and (ii) an
instrument or instruments in writing signed by each of Copano Partners Trust,
the CSFB Entities, Mr. Northcutt and Mr. Assiff.


13.          Notices.  All notices or other communications under
this Agreement shall be in writing and shall be given (and shall be deemed to
have been duly given upon receipt) by delivery in person, by telecopy (with
confirmation of receipt), or by registered or certified mail, postage prepaid,
return receipt requested, addressed to the notice address specified on the
applicable signature page to this Agreement.


14.          Entire Agreement.  This Agreement is intended to be the sole
agreement of the parties as it relates to this subject matter.


15.          Severability.  If any provision of this Agreement shall be
held invalid, illegal or unenforceable, the validity, legality or enforceability
of the other provisions of this Agreement shall not be affected thereby, and
there shall be deemed substituted for the provision at issue a valid, legal and
enforceable provision as similar as possible to the provision at issue.


16.          Governing Law.  This Agreement shall be governed by and
construed under the laws of the State of Delaware, without reference to the
principles of conflicts of law.


17.          Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


18.          No Partnership, Agency or Joint
Venture.  This Agreement is intended
to create, and creates, a contractual relationship and is not intended to
create, and does not create, any agency, partnership, joint venture or any like
relationship among the parties hereto.


19.          Termination.  This Agreement shall (i) terminate
automatically following the satisfaction by the Company of its obligations
under Section 5.01(a) and (b) of the Equity Purchase Agreement and (ii) shall
be deemed satisfied in full and terminated upon the consummation of the
Conversion.  In the event of termination
of this Agreement pursuant to this Section 19, this Agreement shall
become void and of no effect with no liability on the part of any


3





















party hereto; provided,
however, no such termination shall relieve any party hereto from any
liability for any breach of this Agreement occurring prior to such termination.


[Remainder of page intentionally left blank]


4





















IN WITNESS
WHEREOF, the parties have executed this Voting Agreement as of the day and year
hereinabove first written.


	
   

  	
  COPANO PARTNERS TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Copano
  Partners Services, L.L.C.,

  Trust Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: 

  	
  John R. Eckel, Jr

  
	
   

  	
  Title: 

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MBP
  III AIV, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  DLJ
  Merchant Banking III, Inc.,

  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Robert L. Cabes, Jr.

  
	
   

  	
   

  	
  Attorney-in-fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MBP
  III Onapoc Holdings LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Robert L. Cabes, Jr.

  
	
   

  	
   

  	
  Attorney-in-fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  R. Bruce Northcutt

  
	
   

  	
  Address:

  	
  10 East Majestic Woods Place

  
	
   

  	
   

  	
  The Woodlands, TX 77382

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Matthew J. Assiff

  
	
   

  	
  Address:

  	
  2707 Pittsburg

  
	
   

  	
   

  	
  Houston, TX 77005

  
				



 


SIGNATURE  PAGE TO
UNITHOLDER VOTING AGREEMENT