**Exhibit10.29**

** **

**UNITHOLDERVOTING AGREEMENT**

 

 

THIS VOTINGAGREEMENT (the “Agreement”) dated as of August 1, 2005 by and amongCopano 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 residingin Spring, Texas (“Mr. Northcutt”) and Matthew J. Assiff, an individualresiding in Houston, Texas (“Mr. Assiff”).

WHEREAS, referenceis made to that certain Class B Unit and Common Units Purchase Agreement, datedas of June 17, 2005 (the “Equity Purchase Agreement”) by and amongCopano Energy, L.L.C., a Delaware limited liability company (the “Company”),and each of the Purchasers, pursuant to which the Company issued the PurchasedUnits to the Purchasers.

WHEREAS, referenceis also made to Section 5.01 of the Equity Purchase Agreement, whereby theCompany agreed to take all action necessary to convene a meeting of itsUnitholders to consider and vote upon the conversion of the Purchasers’ Class BUnits into Common Units (the “Conversion”) as soon as practicable, butin any event not later than 180 days from the Closing Date; and

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

NOW, THEREFORE, inconsideration of the premises and the covenants and agreements containedherein, and for other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, and intending to be legally boundhereby, the parties hereby agree as follows:

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

2.             Definitions.  Capitalized terms used herein withoutdefinition shall have the meanings given to them in the Equity PurchaseAgreement

3.             Agreementto Vote.  At any meeting of theUnitholders convened to consider and vote upon the Conversion, each of CopanoPartners Trust, the CSFB Entities, Mr. Northcutt and Mr. Assiff unconditionallyand irrevocably  agrees to vote all ofthe Common Units and Subordinated Units beneficially owned by such Person onthe record date fixed by the Company’s Board of Directors for any such meetingin favor of the conversion of the Class B Units into Common Units.

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

----

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

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

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

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

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

7.             Covenants.

(a)           Until the termination of thisAgreement, such party will not enter into any transaction, take any action orby inaction permit any event to occur that would result in any of therepresentations or warranties of such party herein contained not being true andcorrect or that would prevent or otherwise restrict such party from performingits obligations under this Agreement; provided, however, that none of theparties to this Agreement shall be subject to any restrictions on transfer as aresult of entering into this Agreement.

(b)           Such party shall execute and deliverany additional documents reasonably necessary or desirable to evidence theagreement to vote granted herein with respect to the Voting Units or otherwiseimplement 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 termsof this Agreement are the Purchasers who purchased Class B Units pursuant tothe Equity Purchase Agreement.  Each ofCopano Partners, the CSFB Entities, Mr. Northcutt and Mr. Assiff acknowledgesfurther and agrees that such Purchasers shall have the right to enforce thisAgreement.  Nothing in this Agreementshall be construed to impose any personal liability on any officer, employee, director,incorporator, member, manager, partner or stockholder of any party or any ofits affiliates.

2

----

9.             Captions.  The captions and headings used in thisAgreement are for convenience only and do not in any way limit or amplify theterms and provisions hereof.

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

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

12.          Amendments.  This Agreement may not be modified or amendedwithout: (i) the written consent of the Purchasers entitled to purchase amajority of the Purchasers based on their Commitment Amounts and (ii) aninstrument 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 underthis Agreement shall be in writing and shall be given (and shall be deemed tohave been duly given upon receipt) by delivery in person, by telecopy (withconfirmation of receipt), or by registered or certified mail, postage prepaid,return receipt requested, addressed to the notice address specified on theapplicable signature page to this Agreement.

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

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

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

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

18.          No Partnership, Agency or JointVenture.  This Agreement is intendedto create, and creates, a contractual relationship and is not intended tocreate, and does not create, any agency, partnership, joint venture or any likerelationship among the parties hereto.

19.          Termination.  This Agreement shall (i) terminateautomatically following the satisfaction by the Company of its obligationsunder Section 5.01(a) and (b) of the Equity Purchase Agreement and (ii) shallbe deemed satisfied in full and terminated upon the consummation of theConversion.  In the event of terminationof this Agreement pursuant to this Section 19, this Agreement shallbecome 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 anyliability for any breach of this Agreement occurring prior to such termination.

***[Remainder of page intentionally left blank]***

4

----

IN WITNESSWHEREOF, the parties have executed this Voting Agreement as of the day and yearhereinabove 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 TOUNITHOLDER VOTING AGREEMENT

----