exv4w16



 





Exhibit 4.16




SECOND AMENDMENT TO CREDIT AGREEMENT




     THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of the 20th day of
September, 2006, by and among COPANO ENERGY, L.L.C. (“Borrower”), BANK OF AMERICA, N.A., as
Administrative 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 certain
Credit Agreement dated as of August 1, 2005, as amended by First Amendment to Credit Agreement
dated January 26, 2006 (the “Original Agreement”) for the purposes and consideration therein
expressed; and



     WHEREAS, Borrower, Administrative Agent and Lenders desire to amend the Original Agreement for
the purposes described herein;



     NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements
contained herein and in the Original Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as
follows:



ARTICLE I. — Definitions and References




     § 1.1. Terms Defined in the Original Agreement. Unless the context otherwise requires
or unless otherwise expressly defined herein, the terms defined in the Original Agreement shall
have the same meanings whenever used in this Amendment.



     § 1.2. Other Defined Terms. Unless the context otherwise requires, the following
terms 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 first
sentence of Section 2.14(a) of the Original Agreement is hereby amended in its entirety to refer
instead to “$100,000,000”.



     § 2.2. Indebtedness. Section 7.03(b) of the Original Agreement is hereby amended in
its 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, and
U.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 or
public term Indebtedness with a maturity not earlier than 91 days after the Maturity Date
and 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 a
maturity not earlier than 91 days after the Maturity Date and on terms and conditions not
materially more restrictive than the Loan Documents taken as a whole); provided,
with respect to any such additional Indebtedness under clause (ii) above: (x) both
immediately 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 date
of such issuance of additional Indebtedness, the financial covenants contained in
Section 7.21 are satisfied on a pro forma basis after giving effect to the issuance
of such Indebtedness, calculated in a manner satisfactory to the Administrative Agent in its
reasonable discretion.



     § 2.3. Subsidiaries; Equity Interests. Section 5.13 of the Original Agreement is
hereby amended in its entirety to read as follows:




     5.13. Subsidiaries; Equity Interests. The Borrower has no Subsidiaries other than those
specifically disclosed in Part (a) of Schedule 5.13, as supplemented from time to
time by the Borrower by written notice to the Administrative Agent, and all of the
outstanding Equity Interests in such Subsidiaries have been issued and are owned by a Loan
Party in the amounts specified in such Part (a) of Schedule 5.13 free and clear of
all Liens other than Liens permitted under Section 7.01. The Borrower has no equity
investments in any other corporation or entity other than those specifically disclosed in
Part (b) of Schedule 5.13, as supplemented from time to time by the Borrower by
written notice to the Administrative Agent. Schedule 5.13, as supplemented from
time to time by the Borrower by written notice to the Administrative Agent identifies each
Subsidiary as either Restricted or Unrestricted, its state of organization, and its
organizational identification number, and each Restricted Subsidiary on such schedule is a
wholly-owned Subsidiary.



ARTICLE III. — Conditions of Effectiveness




     § 3.1. Effective Date. This Amendment shall become effective as of the date first
written above, when and only when




     (i) Administrative Agent shall have received, at Administrative Agent’s office a
counterpart of this Amendment executed and delivered by Borrower and Required Lenders;




     (ii) Administrative Agent shall have additionally received all of the following
documents, each document (unless otherwise indicated) being dated the date of receipt
thereof by Administrative Agent, duly authorized, executed and delivered, and in form and
substance satisfactory to Administrative Agent:




Supporting Documents. Such supporting documents as Administrative Agent may
reasonably request.



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ARTICLE IV. — Representations and Warranties




     § 4.1. Representations and Warranties of Borrower. In order to induce Administrative
Agent and Lenders to enter into this Amendment, Borrower represents and warrants to Administrative
Agent and each Lender that:



     (a) The representations and warranties of the Borrower and each other Loan Party contained in
Article V of the Credit Agreement or any other Loan Document are true and correct in all
material respects on and as of the date hereof, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they are true and correct as of
such earlier date, and except that for purposes of this Section 4.1(a), the representations and
warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement are
deemed 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 that
could reasonably be expected to cause a Material Adverse Effect, relating to the consolidated
financial condition or business of the Loan Parties since the date of the date of the most recent
financial statements delivered pursuant to Section 4.01(a)(viii) or Section 6.01 of
the 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 duly
authorized 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 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 a party or affecting such Person
or 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 Person
or its property is subject; or (c) violate any Law.



     (f) No approval, consent, exemption, authorization, or other action by, or notice to, or
filing with, any Governmental Authority or any other Person is necessary or required in connection
with the execution, delivery or performance by, or enforcement against, any Loan Party of this
Amendment.



     (g) This Amendment has been duly executed and delivered by each Loan Party that is party
hereto. 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 to
applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting creditors’
rights generally and subject to general principles of equity, regardless of whether considered in a
proceeding in equity or at Law.



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ARTICLE V. — Miscellaneous




     § 5.1. Ratification of Agreements. The Original Agreement, as hereby amended, is
hereby ratified and confirmed in all respects. The Loan Documents, as they may be amended or
affected by this Amendment, are hereby ratified and confirmed in all respects by Borrower and each
Loan Party that is party hereto. Any reference to the Credit Agreement in any Loan Document shall
be deemed to refer to this Amendment also. The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power
or remedy of Administrative Agent or any Lender under the Credit Agreement or any other Loan
Document nor constitute a waiver of any provision of the Credit Agreement or any other Loan
Document.



     § 5.2. Ratification of Security Documents. Each Loan Party, Administrative Agent, and
Lenders 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 and
are secured indebtedness under, are guarantied by, and are secured by, each and every Security
Document. Each Loan Party hereby re-pledges, re-grants and re-assigns a security interest in and
lien on every asset of such Loan Party described as Collateral in any Security Document.



     § 5.3. Survival of Agreements. All representations, warranties, covenants and
agreements of Loan Parties shall survive the execution and delivery of this Amendment and the
performance hereof, including without limitation the making or granting of each Loan, and shall
further survive until all of the Obligations under the Credit Agreement are paid in full. All
statements and agreements contained in any certificate or instrument delivered by any Loan Party
hereunder or under the Credit Agreement to Administrative Agent or any Lender shall be deemed to
constitute representations and warranties by, or agreements and covenants of, Borrower under this
Amendment and under the Credit Agreement.



     § 5.4. Loan Documents. This Amendment is a Loan Document, and all provisions in the
Credit Agreement pertaining to Loan Documents apply hereto.



     § 5.5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.



     § 5.6. Counterparts. This Amendment may be separately executed in counterparts and by
the different parties hereto in separate counterparts, each of which when so executed shall be
deemed to constitute one and the same Amendment. Delivery of an executed signature page by
facsimile 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.,

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 MacNeill 	 
	 	 	Name:  Todd MacNeill	 	 
	 	 	Title:  Vice President
           Agency Management Officer III	 	 



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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:  Principal	 	 



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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/
Casey Lowary 	 
	 	 	Name:  Casey Lowary	 	 
	 	 	Title:    Senior Vice President	 	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Darrell
Holley
 	 
	 	 	Name:  Darrell Holley	 	 
	 	 	Title:    Managing Director	 	 



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	 	ROYAL BANK OF CANADA, as a Lender

 	 
	 	By:  	/s/
Jason York 	 
	 	 	Name:  Jason S. York	 	 
	 	 	Title:    Authorized Signatory	 	 



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	 	HARRIS NESBITT FINANCING, INC.,

as a Lender

 	 
	 	By:  	/s/
Cahal Carmody 	 
	 	 	Name:  Cahal Carmody	 	 
	 	 	Title:    Vice President	 	 



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	 	AMEGY BANK NATIONAL ASSOCIATION,

as a Lender

 	 
	 	By:  	/s/
Laif Afseth 	 
	 	 	Name:  Laif Afseth	 	 
	 	 	Title:    Senior Vice President	 	 



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	 	COMPASS BANK, as a Lender

 	 
	 	By:  	/s/
Dorothy Marchand 	 
	 	 	Name:  Dorothy Marchand	 	 
	 	 	Title:    Senior Vice President	 	 



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	 	GUARANTY BANK, as a Lender

 	 
	 	By:  	/s/
Jim R. Hamilton 	 
	 	 	Name:  Jim R. Hamilton	 	 
	 	 	Title:    Senior Vice President	 	 



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	 	BNP PARIBAS, as a Lender

 	 
	 	By:  	/s/
Greg Smothers 	 
	 	 	Name:  Greg Smothers	 	 
	 	 	Title:    Vice President	 	 



	 	 	 	 	 
	 	By:  	/s/
Polly Schott 	 
	 	 	Name:  Polly Schott	 	 
	 	 	Title:    Vice President	 	 





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	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,

    as a Lender

     	 
	 	By:  	 /s/
Saad Iqbal	 
	 	 	Name:  	 Saad Iqbal	 
	 	 	Title:  	 Vice President	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 /s/ Carin Keegan	 
	 	 	Name:  	 Carin Keegan	 
	 	 	Title:  	 Vice President	 



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	 	KEYBANK, NATIONAL ASSOCIATION,

as a Lender

 	 
	 	By:  	 /s/
Thomas Rajan	 
	 	 	Name:  	 Thomas Rajan	 
	 	 	Title:  	 Senior Vice President	 



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	 	SUNTRUST BANK, as a Lender

 	 
	 	By:  	 /s/
Carmen (illegible)	 
	 	 	Name:  	 Carmen (illegible)	 
	 	 	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/Group Manager	 	 
	 
	 	 	 
	 	By:  	
/s/ Daniel Payer 	 
	 	 	Name:  Daniel Payer	 	 
	 	 	Title:    Vice President	 	 



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	 	STERLING BANK, as a Lender

 	 
	 	By:  	/s/
Ryan K. Michael 	 
	 	 	Name:  Ryan K. Michael	 	 
	 	 	Title:    Assistant 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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	 	GOLDMAN SACHS CREDIT PARTNERS LP 

as a Lender

 	 
	 	By:  	/s/ Philip F. Green
 	 
	 	 	Name:  	Philip F. Green 	 
	 	 	Title:  	Authorized Signatory 	 
	 




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CONSENT OF GUARANTORS



Each of the undersigned Guarantors hereby consents to the provisions of this Amendment and the
transactions contemplated herein and therein and hereby (i) ratifies, confirms and approves the
Credit Agreement, the Amendment, the Guaranty and the other Loan Documents and, in particular, any
provisions thereof which relate to such Guarantor, (ii) acknowledges and agrees that any and all
indebtedness, liabilities or obligations arising under or in connection with the Credit Agreement
and the Notes are Obligations and are guarantied indebtedness under the Guaranty and are secured
indebtedness under, and are secured by each and every Security Document, (iii) ratifies and
confirms the Guaranty and each Security Document to which it is a party, (iv) expressly
acknowledges and agrees that such Guarantor guarantees all Obligations arising under or in
connection with the Credit Agreement and the Notes pursuant to the terms of the Guaranty, and
hereby re-pledges, re-grants and re-assigns a security interest in and lien on every asset of such
Guarantor 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 it
is 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 Partner



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Matthew J. Assiff
 	 
	 	 	Matthew J. Assiff 	 
	 	 	Senior Vice President and Chief Financial Officer 	 



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 Copano Energy Services/Upper Gulf Coast, L.P.

 By: Copano Energy Services GP, L.L.C., General Partner



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Matthew J. Assiff
 	 
	 	 	Matthew J. Assiff 	 
	 	 	Senior Vice President and Chief Financial Officer 	 
	 





 Copano Energy Services/Texas Gulf Coast, L.P.

 By: Copano Energy Services (Texas) GP, L.L.C., General Partner



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Matthew J. Assiff
 	 
	 	 	Matthew J. Assiff 	 
	 	 	Senior Vice President and Chief Financial Officer 	 
	 





 Copano/Webb Duval Pipeline, L.P.

 By: Copano/Webb-Duval Pipeline GP, L.L.C., General Partner



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Matthew J. Assiff
 	 
	 	 	Matthew J. Assiff 	 
	 	 	Senior Vice President and Chief Financial Officer 	 
	 





 CPNO Services, L.P.

 Copano Risk Management, L.P.

 By: CPNO 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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