**Exhibit 10.2**FIRST AMENDMENT TO CREDIT AGREEMENT     THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of the 26th day ofJanuary, 2006, by and among COPANO ENERGY, L.L.C. (“Borrower”), BANK OF AMERICA, N.A., asAdministrative Agent, and the Lenders party hereto.W I T N E S S E T H:     WHEREAS, Borrower, Administrative Agent and Lenders named therein entered into that certainCredit Agreement dated as of August 1, 2005 (the “Original Agreement”) for the purposes andconsideration therein expressed; and     WHEREAS, Borrower, Administrative Agent and Lenders desire to amend the Original Agreement forthe 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.ARTICLE II. — Amendments     § 2.1. Indebtedness. Section 7.03(b) of the Original Agreement is hereby amended toread as follows:     (b) unsecured Indebtedness under the Senior Bridge Facility (or any unsecuredrefinancing or replacement thereof with a maturity not earlier than 91 days after theMaturity Date and on terms and conditions not materially more restrictive than the LoanDocuments taken as a whole);     § 2.2. Hedging Contracts. The references to “an Approved Counterparty” in Section7.12(a)(iii) and Section 7.12(b) of the Original Agreement are hereby amended to refer instead to“a Lender Counterparty or an Approved Counterparty”.     § 2.3. Burdensome Agreements. Section 7.09(b) of the Original Agreement is herebyamended in its entirety to read as follows:
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     (b) requires the grant of a Lien to secure an obligation of such Person if a Lien isgranted to secure another obligation of such Person, unless such Contractual Obligationprovides that such requirement shall not apply with respect to Liens granted to secure theObligations.ARTICLE III. — Conditions of Effectiveness     § 3.1. Effective Date. This Amendment shall become effective as of the date firstwritten above, when and only when     (i) Administrative Agent shall have received, at Administrative Agent’s office acounterpart of this Amendment executed and delivered by Borrower and Required Lenders;     (ii) Administrative Agent shall have additionally received all of the followingdocuments, each document (unless otherwise indicated) being dated the date of receiptthereof by Administrative Agent, duly authorized, executed and delivered, and in form andsubstance satisfactory to Administrative Agent:Supporting Documents. Such supporting documents as Administrative Agent mayreasonably request.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) The representations and warranties of the Borrower and each other Loan Party contained inArticle V of the Credit Agreement or any other Loan Document are true and correct in allmaterial respects on and as of the date hereof, except to the extent that such representations andwarranties specifically refer to an earlier date, in which case they are true and correct as ofsuch earlier date, and except that for purposes of this Section 4.1(a), the representations andwarranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement aredeemed 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.     (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 most recentfinancial statements delivered pursuant to Section 4.01(a)(viii) or Section 6.01 ofthe Credit Agreement, as applicable.     (d) Each Loan Party is Solvent.     (e) The execution, delivery and performance by each Loan Party of this Amendment has been dulyauthorized by all necessary corporate or other organizational action, and do not and will not (a)contravene the terms of any of such Person’s Organization Documents; (b)
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conflict with or result in any breach or contravention of, or the creation of any Lien under,or require any payment to be made under (i) any Contractual Obligation to which such Person is aparty or affecting such Person or the properties of such Person or any of its RestrictedSubsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or anyarbitral award to which such Person or its property is subject; or (c) violate any Law.     (f) No approval, consent, exemption, authorization, or other action by, or notice to, orfiling with, any Governmental Authority or any other Person is necessary or required in connectionwith the execution, delivery or performance by, or enforcement against, any Loan Party of thisAmendment.     (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.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 oraffected by this Amendment, are hereby ratified and confirmed in all respects by Borrower and eachLoan Party that is party hereto. Any reference to the Credit Agreement in any Loan Document shallbe deemed to refer to this Amendment also. The execution, delivery and effectiveness of thisAmendment shall not, except as expressly provided herein, operate as a waiver of any right, poweror 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.
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     **§****5.5.****GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED INACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND ANY APPLICABLE LAWS OF THE UNITED STATES OFAMERICA IN ALL RESPECTS, INCLUDING CONSTRUCTION, VALIDITY AND PERFORMANCE.**     § 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.     IN WITNESS WHEREOF, this Amendment is executed as of the date first above written.         **COPANO ENERGY, L.L.C.**,    as Borrower         By: /s/ Matthew J. Assiff           Name: Matthew J. Assiff    Title: Senior Vice President and      Chief Financial Officer  
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         **BANK OF AMERICA, N.A.,**  as Administrative Agent         By: /s/ Todd G. MacNeill           Name: Todd G. MacNeill    Title: Assistant Vice President  
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         **BANK OF AMERICA, N.A.,**  as a Lender and L/C Issuer         By: /s/ Gregory B. Hanson           Name: Gregory B. Hanson    Title: Vice President  
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         **COMERICA BANK**,  as a Lender and Co-Syndication Agent         By: /s/ Huma Vadgama           Name: Huma Vadgama    Title: Vice President  
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         **U.S. BANK NATIONAL ASSOCIATION**,  as a Lender and Co-Syndication Agent         By: /s/ Justin M. Alexander           Name: Justin M. Alexander    Title: Vice President  
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         **BANK OF SCOTLAND**,  as a Lender and Co-Documentation Agent         By: /s/ Karen Weich           Name: Karen Weich    Title: Assistant Vice President  
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         **FORTIS CAPITAL CORP.**,  as a Lender and Co-Documentation Agent         By: /s/ Darrell Holley           Name: Darrell Holley    Title: Managing Director           By: /s/ Casey Lowary           Name: Casey Lowary    Title: Senor Vice President  
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         **ROYAL BANK OF CANADA**, as a Lender         By: /s/ Jason York           Name: Jason York    Title: Attorney-In-Fact  
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         **HARRIS NESBITT FINANCING, INC.**,  as a Lender         By: /s/ Cahal B. Carmody           Name: Cahal B. Carmody    Title: Vice President  
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         **GOLDMAN SACHS CREDIT PARTNERS L.P.,**  as a Lender         By: /s/ Pedro Ramirez           Name: Pedro Ramirez    Title: Authorized Signatory  
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         **AMEGY BANK NATIONAL ASSOCIATION**,  as a Lender         By: /s/ Mark A. Serice           Name: Mark A. Serice    Title: Vice President  
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         **DEUTSCHE BANK TRUST COMPANY**  **AMERICAS**, as a Lender         By: /s/ Susan Lefevre           Name: Susan Lefevre    Title: Director           By: /s/ Lana Gifas           Name: Lana Gifas    Title: Vice President  
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         **KEYBANK, NATIONAL ASSOCIATION**,  as a Lender         By: /s/ Thomas Rajan           Name: Thomas Rajan    Title: Vice President  
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         **BANK OF TEXAS, N.A.**, as a Lender         By: /s/ Mari Salazar           Name: Mari Salazar    Title: Assistant Vice President  
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         **NATEXIS BANQUES POPULAIRES**,  as a Lender         By: /s/ Louis P. Laville, III           Name: Louis P. Laville, III    Title: Vice President / Manager           By: /s/ Daniel Payer           Name: Daniel Payer    Title: Vice President  
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         **STERLING BANK,**as a Lender         By: /s/ Jeff A. Forbis           Name: Jeff A. Forbis    Title: Senior Vice President  
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         **WELLS FARGO BANK, N.A.**, as a Lender         By: /s/ Andrew J. Watson           Name: Andrew J. Watson    Title: Vice President  
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CONSENT OF GUARANTORSEach of the undersigned Guarantors hereby consents to the provisions of this Amendment and thetransactions contemplated herein and therein and hereby (i) ratifies, confirms and approves theCredit Agreement, the Amendment, the Guaranty and the other Loan Documents and, in particular, anyprovisions thereof which relate to such Guarantor, (ii) acknowledges and agrees that any and allindebtedness, liabilities or obligations arising under or in connection with the Credit Agreementand the Notes are Obligations and are guarantied indebtedness under the Guaranty and are securedindebtedness under, and are secured by each and every Security Document, (iii) ratifies andconfirms the Guaranty and each Security Document to which it is a party, (iv) expresslyacknowledges and agrees that such Guarantor guarantees all Obligations arising under or inconnection with the Credit Agreement and the Notes pursuant to the terms of the Guaranty, andhereby re-pledges, re-grants and re-assigns a security interest in and lien on every asset of suchGuarantor described as Collateral in any Security Document to secure all such Obligations, and (v)agrees that its obligations and covenants under the Guaranty and each Security Document to which itis a party are unimpaired hereby and shall remain in full force and effect.         ScissorTail Energy, LLC    Copano Energy/Rocky Mountains and Mid-Continent, L.L.C.    Copano Processing GP, L.L.C.    Copano NGL Services GP, L.L.C.    Copano Field Services GP L.L.C.    Copano Pipelines GP, L.L.C.    Copano Pipelines, (Texas) GP, L.L.C.    Copano Energy Services GP, L.L.C.    Copano Energy Services (Texas) GP, L.L.C.    Copano Field Services/Central Gulf Coast GP, L.L.C.    Copano/Webb-Duval Pipeline GP, L.L.C.    CPNO Services GP, L.L.C.    Copano Energy Finance Corporation           By: /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., General Partner           By: /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., General Partner           By: /s/ Matthew J. Assiff             Matthew J. Assiff      Senior Vice President and Chief Financial Officer  
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         Copano Houston Central, L.L.C.    CHC LP Holdings, L.L.C.    Copano Pipelines Group, L.L.C.    Copano General Partners, Inc.    CPG LP Holdings, L.L.C.    CWDPL LP Holdings, L.L.C.    CPNO Services LP Holdings, L.L.C.           By: /s/ Susan T. Dubb             Susan T. Dubb      Vice President and Assistant Secretary           Copano Field Services/Agua Dulce, L.P.    Copano Field Services/Copano Bay, L.P.    Copano Field Services/Karnes, L.P.    Copano Field Services/Live Oak, L.P.    Copano Field Services/South Texas, L.P.    Copano Field Services/Upper Gulf Coast, L.P.    By: Copano Field Services GP L.L.C., General Partner           By: /s/ Matthew J. Assiff             Matthew J. Assiff      Senior Vice President and Chief Financial Officer           Copano Pipelines/Hebbronville, L.P.    Copano Pipelines/South Texas, L.P.    Copano Pipelines/Upper Gulf Coast, L.P.    By: Copano Pipelines GP, L.L.C., General Partner           By: /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., General Partner           By: /s/ Matthew J. Assiff             Matthew J. Assiff      Senior Vice President and Chief Financial Officer           Copano Field Services/Central Gulf Coast, L.P.    By: Copano Field Services/Central Gulf Coast GP, L.L.C.,General