Exhibit 10.1SECOND AMENDMENT TO CREDIT AGREEMENT     THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of the 20th day ofSeptember, 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, as amended by First Amendment to Credit Agreementdated January 26, 2006 (the “Original Agreement”) for the purposes and consideration thereinexpressed; 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 Second Amendment to Credit Agreement.          “Credit Agreement” means the Original Agreement as amended hereby.ARTICLE II. — Amendments     § 2.1. Increase in Commitments. The reference to “$50,000,000” set forth in the firstsentence of Section 2.14(a) of the Original Agreement is hereby amended in its entirety to referinstead to “$100,000,000”.     § 2.2. Indebtedness. Section 7.03(b) of the Original Agreement is hereby amended inits entirety to read as follows:     (b) (i) Unsecured Indebtedness under that certain Indenture dated as of February 7,2006 among Borrower, Copano Energy Finance Corporation, the guarantors named therein, andU.S. Bank National Association, as Trustee in an aggregate principal amount not to exceed$225,000,000 at any time outstanding, and (ii) additional unsecured privately placed orpublic term Indebtedness with a maturity not earlier than 91 days after the Maturity Dateand not materially more restrictive than the Loan Documents taken as a
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whole (or in either case any unsecured refinancing or replacement thereof with amaturity not earlier than 91 days after the Maturity Date and on terms and conditions notmaterially more restrictive than the Loan Documents taken as a whole); provided,with respect to any such additional Indebtedness under clause (ii) above: (x) bothimmediately prior to and immediately following the issuance of such additional Indebtedness,no Default or Event of Default shall have occurred and be continuing, and (y) as of the dateof such issuance of additional Indebtedness, the financial covenants contained inSection 7.21 are satisfied on a *pro forma*basis after giving effect to the issuanceof such Indebtedness, calculated in a manner satisfactory to the Administrative Agent in itsreasonable discretion.     § 2.3. Subsidiaries; Equity Interests. Section 5.13 of the Original Agreement ishereby amended in its entirety to read as follows:     **5.13. Subsidiaries; Equity Interests**. The Borrower has no Subsidiaries other than thosespecifically disclosed in Part (a) of Schedule 5.13, as supplemented from time totime by the Borrower by written notice to the Administrative Agent, and all of theoutstanding Equity Interests in such Subsidiaries have been issued and are owned by a LoanParty in the amounts specified in such Part (a) of Schedule 5.13 free and clear ofall Liens other than Liens permitted under Section 7.01. The Borrower has no equityinvestments in any other corporation or entity other than those specifically disclosed inPart (b) of Schedule 5.13, as supplemented from time to time by the Borrower bywritten notice to the Administrative Agent. Schedule 5.13, as supplemented fromtime to time by the Borrower by written notice to the Administrative Agent identifies eachSubsidiary as either Restricted or Unrestricted, its state of organization, and itsorganizational identification number, and each Restricted Subsidiary on such schedule is awholly-owned Subsidiary.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.
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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 or will result herefrom.     (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) conflict with or result inany breach or contravention of, or the creation of any Lien under, or require any payment to bemade under (i) any Contractual Obligation to which such Person is a party or affecting such Personor the properties of such Person or any of its Restricted Subsidiaries or (ii) any order,injunction, writ or decree of any Governmental Authority or any arbitral award to which such Personor 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.
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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.     **§****5.5.****GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED INACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.**     § 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.
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     IN WITNESS WHEREOF, this Amendment is executed as of the date first above written.         **COPANO ENERGY, L.L.C.**,