Exhibit 10.13


 


Assignment and Assumption Agreement


 


 


This Assignment and Assumption Agreement (this “Agreement”)
is entered as of this 1st day of January, 2005 (the “Effective Date”), by and
between Copano/Operations, Inc., a Texas corporation (“Assignor”),
and CPNO Services, L.P., a Delaware limited partnership (“Assignee”).  Assignor and Assignee are sometimes
individually referred to herein as a “Party” or
collectively as the “Parties”.


 


Assignor
is a party to that certain Employment Agreement effective October 1, 2004,
between Assignor and James J. Gibson, III (the “Employment Agreement”);


 


Pursuant to Section 10.5 of the Employment Agreement, Assignor desires
to assign to Assignee Assignor’s rights (the “Assigned
Rights”) and obligations (the “Assigned Obligations”)
under the Employment Agreement relating to periods on and after the Effective
Date as set forth below; and


 


Assignee desires to assume the Assigned Rights and Assigned
Obligations, on and after the Effective Date;


 


NOW, THEREFORE, in consideration of the above
recitals and the mutual covenants and agreements set forth below, the Parties
covenant and agree as follows:


 


1.                                       Assignment.  Assignor
hereby sells, conveys, transfers, delivers and assigns to Assignee, and
Assignee hereby accepts, all of Assignor’s right, title and interest in and to
the Employment Agreement, whether accrued, absolute or contingent, from and
after the Effective Date, together with the Assigned Rights and the Assigned
Obligations related thereto.


 


2.                                       Assumption.  Assignee
hereby assumes and agrees to pay, perform and discharge the Assigned
Obligations when due.


 


3.             Miscellaneous.


 


(a)                                  Successors
and Assigns.  This Agreement
shall be binding upon, and inure to the benefit of, the Parties and their
respective successors and assigns.


 


(b)                                 Governing
Law.  This Agreement shall be
governed by and construed in accordance with the domestic laws of the State of
Texas without giving effect to any choice or conflict of law provision or rule
(whether of the State of Texas or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Texas.


 


(c)                                  Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original but all of which together will constitute one and the same
instrument.


 


IN WITNESS WHEREOF, the Parties
have executed this Agreement as of the date first above written.


 


 


	
   

  	
  “ASSIGNOR”

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COPANO/OPERATIONS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John R. Eckel, Jr.

  
	
   

  	
   

  	
  John R. Eckel, Jr.,
  Chairman and Chief

  
	
   

  	
   

  	
  Executive Officer

  



 





















 


	
   

  	
  “ASSIGNEE”

  
	
   

  	
   

  
	
   

  	
  CPNO SERVICES, L.P.,

  
	
   

  	
  By:

  	
  CPNO Services GP, L.L.C.,
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John R. Eckel, Jr.

  
	
   

  	
   

  	
  John R. Eckel, Jr.,
  Chairman and Chief Executive

  
	
   

  	
   

  	
  Officer

  



 


 


	
  Acknowledged by:

  
	
   

  
	
   

  
	
  /s/ James J.Gibson, III

  	
   

  
	
  James J. Gibson, III