**Exhibit 10.1****FIRST AMENDMENT TO****ADMINISTRATIVE AND OPERATING SERVICES AGREEMENT**     This First Amendment to Administrative and Operating Services Agreement (“First Amendment”) isentered into among Copano/Operations, Inc., a Texas corporation (“Copano Operations”), CopanoEnergy, L.L.C., a Delaware limited liability company (“Copano Energy”), and the additional entitieslisted on the signature pages hereto (the “Copano Operating Subsidiaries”), effective as of this1st day of July, 2007 (the “Effective Date”). Copano Energy and the Copano Operating Subsidiariesare sometimes collectively referred to in this Agreement as the “Copano Companies.” Capitalizedterms used in this First Amendment that are not otherwise defined herein shall have the meaningsset forth in the Services Agreement (as defined herein).**RECITALS**     WHEREAS, Copano Operations and the Copano Companies have entered into an Administrative andOperating Services Agreement dated November 15, 2004 (the “Services Agreement”) pursuant to whichCopano Operations procures certain personnel, facilities, goods and services, which benefit theCopano Companies as well as the Related Entities; and     WHEREAS, under the Services Agreement, effective as of April 1, 2007, the Related Entity G&AAllocation charged to the Related Entities is $12,049.88 and the Related Entity Operating ExpenseAllocation charged to the Related Entities is $9,037.41.     WHEREAS, the parties have determined that it is in their mutual interest to amend the ServicesAgreement to increase the Related Entity Operating Expense Allocation and make certain otherclarifying amendments;     NOW, THEREFORE, for and in consideration of the premises and the mutual agreements containedherein and for other good and valuable consideration, the receipt, adequacy and sufficiency ofwhich 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 toread as follows:     “(a) Calculation. Subject to Section 7 of this Agreement, Copano Operationsshall be paid a monthly cost reimbursement (the “Cost Reimbursement”) by the CopanoCompanies equal to the total monthly cash expenses incurred by Copano Operations less (i) afixed amount of $12,049.88 for general and administrative expenses incurred by CopanoOperations 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 expensesrelated to field operations and incurred by Copano Operations in procuring Goods andServices that additionally benefit the Related Entities (the “Related Entity OperatingExpense Allocation”) and (iii) any costs incurred by Copano Operations for its sole benefitor the sole benefit of the Related Entities (the “Related Entity Direct Costs”). Forpurposes
 

 
of clarification, any expenses incurred by Copano Operations with respect to theemployment of geological or geophysical personnel shall be deemed to be a cost incurred byCopano Operations for the sole benefit of the Related Entities and no portion thereof shallbe included in the Cost Reimbursement. It is the parties’ intention that the CostReimbursement represents fair and reasonable compensation by the Copano Companies to CopanoOperations for (i) Goods and Services that are for the sole benefit of the Copano Companiesand (ii) the Copano Companies’ allocable share of Goods and Services that benefit both theCopano Companies and the Related Entities.”     **SECTION 2.*****Services Agreement to Remain in Full Force and Effect***. The Services Agreement, asamended hereby, shall remain in full force and effect.     **SECTION 3.*****Further Assurances***. The parties will execute such additional documents andinstruments, and take such further actions, as are necessary or appropriate to give effect to theterms of this First Amendment.     **SECTION 4.*****Applicable Law***. This First Amendment shall be governed by and construed inaccordance with laws in the state of Texas.     **SECTION 5.*****Execution***. This First Amendment may be executed in multiple counterparts, each ofwhich 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 yearfirst written above, to be effective for all purposes as of the Effective Date.      COPANO/OPERATIONS, INC.