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Exhibit 10.2    
    


 
 

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT    
    


        THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 15, 2004 (herein called
this "Amendment"), by and among COPANO PIPELINES GROUP, L.L.C.
("CPG"), a Delaware limited liability company, COPANO FIELD SERVICES/COPANO BAY, L.P.
("CFS Copano Bay"), a Texas limited partnership acting by and through Copano Field Services, L.L.C., its General Partner, COPANO
FIELD SERVICES/AGUA DULCE, L.P. ("CFS Agua Dulce"), a Texas limited partnership acting by and through Copano Field Services,
L.L.C., its General Partner, COPANO FIELD SERVICES/SOUTH TEXAS, L.P. ("CFS South Texas"), a Texas
limited partnership acting by and through Copano Field Services, L.L.C., its General Partner, COPANO FIELD SERVICES/UPPER GULF COAST, L.P.
("CFS Upper Gulf Coast"), a Texas limited partnership, acting by and through Copano Field Services, L.L.C., its General Partner,  COPANO FIELD SERVICES/LIVE OAK,
L.P. ("CFS Live Oak"), a Texas limited partnership acting by and through
Copano Field Services, L.L.C., its General Partner, COPANO FIELD SERVICES/CENTRAL GULF COAST, L.P. ("CFS Central Gulf
Coast"), a Texas limited partnership acting by and through Copano Field Services/Central Gulf Coast (Texas), L.L.C., its General Partner, COPANO
PIPELINES/SOUTH TEXAS, L.P. ("CP South Texas"), a Texas limited partnership acting by and through Copano Pipelines, L.L.C., its
General Partner, COPANO PIPELINES/UPPER GULF COAST, L.P. ("CP Upper Gulf Coast"), a Texas limited
partnership acting by and through Copano Pipelines, L.L.C., its General Partner, COPANO PIPELINES/HEBBRONVILLE, L.P. ("CP
Hebbronville"), a Texas limited partnership acting by and through Copano Pipelines, L.L.C., its General Partner, and COPANO ENERGY SERVICES/UPPER GULF
COAST, L.P. ("CES Upper Gulf Coast"), a Texas limited partnership acting by and through Copano Energy Services, L.L.C., its
General Partner (CPG, CFS Copano Bay, CFS Agua Dulce, CFS South Texas, CFS Upper Gulf Coast, CFS Live Oak, CFS Central Gulf Coast, CP South Texas, CP Upper Gulf Coast, CP Hebbronville and CES Upper
Gulf Coast, each individually a "Borrower" and collectively the "Borrowers"), the various financial
institutions as are or may become parties hereto (each individually a "Lender" and collectively, the
"Lenders"), FLEET NATIONAL BANK, as administrative agent for the Lenders (in such capacity, together
with any successors or assigns thereto, the "Administrative Agent") and as letter of credit issuing bank (in such capacity, together with any successors
or assigns thereto, the "Issuer"), U.S. BANK NATIONAL ASSOCIATION, as syndication agent for the Lenders
(the "Syndication Agent"), BANK OF SCOTLAND, as senior managing agent for the Lenders (the
"Senior Managing Agent"), and FLEET SECURITIES, INC., as the exclusive book runner and lead
arranger (the "Arranger"). Terms defined in the Credit Agreement (as defined below) are used herein with the meanings given them therein, unless
otherwise defined. 


 
 

W  I  T  N  E  S  S  E  T  H:    
    


        WHEREAS, the Borrowers, the Lenders, the Administrative Agent, the Syndication Agent, the Senior Managing Agent and certain other parties have heretofore entered
into a certain Amended and Restated Credit Agreement, dated as of February 13, 2004 (herein the "Credit Agreement"); 



        WHEREAS,
pursuant to a written notice to the Administrative Agent dated as of March 15, 2004, the Borrowers have requested that the Credit Agreement be amended to increase the
Loan Commitment Amount from $75,000,000 to $100,000,000; 


        WHEREAS,
Fleet National Bank, U.S. Bank National Association and Bank of Scotland, as existing Lenders under the Credit Agreement, are simultaneously herewith entering into that certain
Lender Assignment Agreement dated as of even date herewith for the purpose of making assignments to Comerica Bank ("Comerica"), Southwest Bank of Texas,
N.A. ("SWB"), Compass Bank ("Compass"), Guaranty Bank
("Guaranty"), Royal Bank of Canada ("RBC") and Fortis Capital Corp. ("Fortis"; and together with
Comerica, SWB, Compass, Guaranty and RBC, the "Assignee Lenders") such that, after giving effect thereto, the Assignee Lenders will become "Lenders"
under the Credit 







 



Agreement
having the respective Commitments and Loans (and participations in Letters of Credit) as set forth more specifically therein; and 



        WHEREAS,
the parties hereto desire to amend the Credit Agreement in order to increase the Commitment Amount and the Commitments as set forth herein; 


        NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto hereby agree as follows: 


        SECTION
1.    Amendments to Credit Agreement.    The Credit Agreement is hereby amended as follows: 



        A.    Section 1.1
of the Credit Agreement is hereby amended by amending and restating the definition of "Loan Commitment Amount" as follows: 



        "Loan Commitment Amount" means $100,000,000 as such amount may be reduced from time to time pursuant to  Section 2.2 or reduced to zero following a termination of
the Loan Commitment Termination Amount pursuant to  Section 8.2 or 8.3; provided, that after
June 15, 2004, CPG may, upon ten (10) Business Days' prior written notice to the Administrative Agent, increase the Loan Commitment Amount to $125,000,000 without the consent of the
Lenders so long as (i) no Default has occurred and is continuing, (ii) the Administrative Agent determines in good faith that it has received additional Commitments from existing Lenders
or new Lenders in an aggregate amount sufficient to support such Loan Commitment Amount (provided that nothing herein shall be construed to (A) obligate the Administrative Agent or any Lender
Party to seek to obtain any such additional Commitments or (B) obligate any existing Lender to increase its Commitments without its consent) and (iii) the Borrowers shall have paid the
applicable commitment increase fee set forth in the Fee Letter in respect of the obtaining of such excess Commitments from the Lenders. 




        B.    Section 2.8
of the Credit Agreement is hereby amended by amending and restating the proviso following clause (v) thereof in its entirety as follows: 


        ";
provided, that the agreement of the Administrative Agent, Issuer and such Lenders to enter into such MLP Facility with the operating
subsidiary of the MLP are subject to (1) the terms, conditions and qualifications set forth in the Commitment Letter and (2) the delivery by Copano Holdings of a guaranty (in form and
substance satisfactory to the Agent) of the payment and performance obligations of Copano Processing, L.P. under the Gas Processing Agreement dated August 14, 2001, between Copano Processing,
L.P., as processor, and Copano Holdings and Copano Pipelines/Hebbronville, L.P., as amended from time to time". 


        C.    Section 7.2.3(g)
of the Credit Agreement is hereby amended and restated in its entirety as follows: 



        "(g)
[intentionally omitted];" 




        D.    Section 8.1.1(b)
of the Credit Agreement is hereby amended by deleting the words "of any other Obligation under  Section 3.1 or 3.3" and inserting the words "of any
Obligation under  Section 3.1 or 3.3 (other than any Obligation specified in  clause (a) above)".



        E.    Section 10.21
is hereby amended by inserting the following sentence at the end of such Section: 



        "Notwithstanding
anything herein to the contrary, each party hereto may disclose to any and all Persons any information with respect to the U.S. federal income tax treatment and U.S.
federal income tax structure of the transactions contemplated by this Agreement, and all materials of any kind (including opinions and other tax analyses) that are provided to such Lender Party
relating to such tax treatment and tax structure." 



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        E.    Schedule II
(Lender Percentages and Loan Commitments) of the Credit Agreement is hereby amended and restated in its entirety as set forth in Schedule II
attached hereto. 


        SECTION
2.    Representations and Warranties.    To induce the Lenders, the Administrative Agent, the Documentation
Agent and the Syndication Agent to enter into this Amendment, each of the Borrowers and other Obligors hereto hereby reaffirms, as of the date hereof, the representations and warranties made by or
with respect to it contained in the Credit Agreement, including Article VI thereof (except to the extent such representations and warranties relate solely to an earlier date), and additionally
represents and warrants as follows: 



          (i)  The
execution, delivery and performance by each Borrower and each other Obligor of this Amendment, are within its respective powers, have been duly authorized by all
necessary action, and do not (a) contravene any Borrower's or any other Obligor's Organic Documents; (b) contravene in any material respect any contractual restriction or Governmental
Rule binding on or affecting any Borrower or any other Obligor; or (c) result in, or require the creation or imposition of, any Lien on any of any Borrower's or any other Obligor's properties,
other than Liens permitted under the Loan Documents. 


         (ii)  No
Governmental Approvals or other action by, and no notice to or filing with, any Governmental Authority or other Person is required for the due execution, delivery or
performance by any Borrower or other Obligor of this Amendment; 


        (iii)  This
Amendment constitutes the legal, valid and binding obligations of each of the Borrowers and the other Obligors, enforceable in accordance with its terms, except
as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights generally and general equitable principles; and 



        (iv)  No
Default has occurred and is continuing, and none of the Borrowers nor any other Obligor is in material violation of any law or governmental regulation or court order
or decree for which the failure to comply might have a Material Adverse Effect. 




        SECTION
3.    Conditions to Effectiveness.    The effectiveness of this Amendment is conditioned upon receipt by the
Administrative Agent of the following: 



          (i)  counterparts
of this Amendment, duly executed by the parties hereto; 


         (ii)  the
execution and delivery of replacement Notes issued by the Borrowers and payable to each of the Lenders in the principal amounts set forth on the column entitled
"Loan Commitment" on Schedule II attached hereto, which Notes shall be renewals and replacements of, and shall be given in substitution and exchange for, but not in payment of, those Notes held
by each Lender prior to the effectiveness of this Amendment; 


        (iii)  the
Administrative Agent shall have received for the account of each Lender, the relevant fees to be paid as consideration for the amendment effected hereby and the
increase of the Commitments made pursuant hereto as agreed to in the Fee Letter; 


        (iv)  the
written notice referred to in the recitals of this Amendment; 


         (v)  evidence
that the insurance certificates of the Borrowers has been revised in a manner satisfactory to the Administrative Agent; and 


        (vi)  such
other documents as the Administrative Agent shall have reasonably requested. 




        SECTION
4.    Effect.    This Amendment shall be deemed to be an amendment to the Credit Agreement, and the Credit
Agreement as amended hereby is hereby ratified, approved and confirmed in each and every respect. All references to the Credit Agreement in any other document, instrument, 


3







 

agreement
or writing shall hereafter be deemed to refer to the Credit Agreement as such is amended hereby. 


        SECTION
5.    Ratification of Security Documents.    Each Borrower and each other Obligor that is a party to a
Security Document hereby expressly and specifically ratifies, restates and confirms the terms and provisions of each Security Document to which it is a party, and its respective liability for all of
the Obligations, and other obligations, liabilities, agreements and covenants thereunder. 


        SECTION
6.    Governing Law; Entire Agreement.    THIS AMENDMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISION THAT WOULD REQUIRED THE APPLICATION OF THE LAW OF ANY OTHER
JURISDICTION).


        SECTION
7.    Execution in Counterparts.    This Amendment may be executed by the parties hereto in several
counterparts, each of which shall be executed by the parties hereto and be deemed to be an original and all of which shall constitute together but one and the same agreement. A facsimile copy of this
letter and signatures thereon shall be considered for all purposes as originals. 


        SECTION
8.    Successors and Assigns.    This Amendment shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns. 



        SECTION
9.    No Oral Agreements.    THE CREDIT AGREEMENT AS AMENDED HEREBY AND THE OTHER LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.


        THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.  


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        IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as
of the day and year first above written. 



	

 	
 	
COPANO PIPELINES GROUP, L.L.C., as a Borrower
	

 	
 	

By	

/s/  CRAIG E. BADYNA      

	 	 	Name:	Craig E. Badyna
	 	 	Title:	Vice President and Assistant Treasurer
	

 	
 	
COPANO FIELD SERVICES/COPANO BAY, L.P., as a Borrower
	

 	
 	

By:	

Copano Field Services, L.L.C., its General Partner
	

 	
 	

By	

/s/  JOHN R. ECKEL, JR.      

	 	 	Name:	John R. Eckel, Jr.
	 	 	Title:	Chairman and Chief Executive Officer
	

 	
 	
COPANO FIELD SERVICES/AGUA DULCE, L.P., as a Borrower
	

 	
 	

By:	

Copano Field Services, L.L.C., its General Partner
	

 	
 	

By	

/s/  JOHN R. ECKEL, JR.      

	 	 	Name:	John R. Eckel, Jr.
	 	 	Title:	Chairman and Chief Executive Officer
	

 	
 	
COPANO FIELD SERVICES/SOUTH TEXAS, L.P., as a Borrower
	

 	
 	

By:	

Copano Field Services, L.L.C., its General Partner
	

 	
 	

By	

/s/  JOHN R. ECKEL, JR.      

	 	 	Name:	John R. Eckel, Jr.
	 	 	Title:	Chairman and Chief Executive Officer
	

 	
 	
COPANO FIELD SERVICES/UPPER GULF COAST, L.P., as a Borrower
	

 	
 	

By:	

Copano Field Services, L.L.C., its General Partner
	

 	
 	

By	

/s/  JOHN R. ECKEL, JR.      

	 	 	Name:	John R. Eckel, Jr.
	 	 	Title:	Chairman and Chief Executive Officer
	 	 	 	 









	

 	
 	
COPANO FIELD SERVICES/LIVE OAK, L.P., as a Borrower
	

 	
 	

By:	

Copano Field Services, L.L.C., its General Partner
	

 	
 	

By	

/s/  JOHN R. ECKEL, JR.      

	 	 	Name:	John R. Eckel, Jr.
	 	 	Title:	Chairman and Chief Executive Officer
	

 	
 	
COPANO FIELD SERVICES/CENTRAL GULF COAST, L.P., as a Borrower
	

 	
 	

By:	

Copano Field Services/Central Gulf Coast (Texas), L.L.C., its General Partner
	

 	
 	

By	

/s/  JOHN R. ECKEL, JR.      

	 	 	Name:	John R. Eckel, Jr.
	 	 	Title:	Chairman and Chief Executive Officer
	

 	
 	
COPANO PIPELINES/SOUTH TEXAS, L.P., as a Borrower
	

 	
 	

By:	

Copano Pipelines, L.L.C., its General Partner
	

 	
 	

By	

/s/  JOHN R. ECKEL, JR.      

	 	 	Name:	John R. Eckel, Jr.
	 	 	Title:	Chairman and Chief Executive Officer
	

 	
 	
COPANO PIPELINES/UPPER GULF COAST, L.P., as a Borrower
	

 	
 	

By:	

Copano Pipelines, L.L.C., its General Partner
	

 	
 	

By	

/s/  JOHN R. ECKEL, JR.      

	 	 	Name:	John R. Eckel, Jr.
	 	 	Title:	Chairman and Chief Executive Officer
	

 	
 	
COPANO PIPELINES/HEBBRONVILLE, L.P., as a Borrower
	

 	
 	

By:	

Copano Pipelines, L.L.C., its General Partner
	

 	
 	

By	

/s/  JOHN R. ECKEL, JR.      

	 	 	Name:	John R. Eckel, Jr.
	 	 	Title:	Chairman and Chief Executive Officer
	 	 	 	 









	

 	
 	
COPANO ENERGY SERVICES/UPPER GULF COAST, L.P., as a Borrower
	

 	
 	

By:	

Copano Energy Services, L.L.C., its General Partner
	

 	
 	

By	

/s/  JOHN R. ECKEL, JR.      

	 	 	Name:	John R. Eckel, Jr.
	 	 	Title:	Chairman and Chief Executive Officer
	

 	
 	
Acknowledged and Agreed:
	

 	
 	
COPANO FIELD SERVICES/CENTRAL GULF COAST (TEXAS), L.L.C., as an Obligor
	

 	
 	

By	

/s/  JOHN R. ECKEL, JR.      

	 	 	Name:	John R. Eckel, Jr.
	 	 	Title:	Chairman and Chief Executive Officer
	

 	
 	
COPANO FIELD SERVICES, L.L.C., as an Obligor
	

 	
 	

By	

/s/  JOHN R. ECKEL, JR.      

	 	 	Name:	John R. Eckel, Jr.
	 	 	Title:	Chairman and Chief Executive Officer
	

 	
 	
COPANO PIPELINES, L.L.C., as an Obligor
	

 	
 	

By	

/s/  JOHN R. ECKEL, JR.      

	 	 	Name:	John R. Eckel, Jr.
	 	 	Title:	Chairman and Chief Executive Officer
	

 	
 	
COPANO ENERGY SERVICES, L.L.C., as an Obligor
	

 	
 	

By	

/s/  JOHN R. ECKEL, JR.      

	 	 	Name:	John R. Eckel, Jr.
	 	 	Title:	Chairman and Chief Executive Officer
	

 	
 	
COPANO GENERAL PARTNERS, INC., as an Obligor
	

 	
 	

By	

/s/  CRAIG E. BADYNA      

	 	 	Name:	Craig E. Badyna
	 	 	Title:	Vice President and Assistant Treasurer
	 	 	 	 









	

 	
 	
COPANO ENERGY HOLDINGS, L.L.C., as an Obligor
	

 	
 	

By	

/s/  CRAIG E. BADYNA      

	 	 	Name:	Craig E. Badyna
	 	 	Title:	Vice President and Assistant Treasurer
	

 	
 	
FLEET NATIONAL BANK, as Administrative Agent and Lender and Issuer
	

 	
 	

By	

/s/  MICHAEL J. BROCHETTI      

	 	 	Name:	Michael J. Brochetti
	 	 	Title:	Director












	

 	
 	
U.S. BANK NATIONAL ASSOCIATION, as Syndication Agent and Lender
	

 	
 	

By	

/s/  MONTE E. DECKERD      

	 	 	Name:	Monte E. Deckerd
	 	 	Title:	Vice President
	

 	
 	
BANK OF SCOTLAND, as Senior Managing Agent and Lender
	

 	
 	

By	

/s/  JOSEPH FRATUS      

	 	 	Name:	Joseph Fratus
	 	 	Title:	First Vice President
	

 	
 	

By	


	 	 	Name:	 
	 	 	Title:	 
	

 	
 	
COMERICA BANK, as Lender
	

 	
 	

By	

/s/  HUMA VADGAMA      

	 	 	Name:	Huma Vadgama
	 	 	Title:	Assistant Vice President
	

 	
 	
SOUTHWEST BANK OF TEXAS, as Lender
	

 	
 	

By	

/s/  LAIF AFSETH      

	 	 	Name:	Laif Afseth
	 	 	Title::	Senior Vice President
	

 	
 	
COMPASS BANK, as Lender
	

 	
 	

By	

/s/  DOROTHY MARCHAND      

	 	 	Name:	Dorothy Marchand
	 	 	Title:	Senior Vice President
	

 	
 	
GUARANTY BANK, as Lender
	

 	
 	

By	

/s/  JIM R. HAMILTON      

	 	 	Name:	Jim R. Hamilton
	 	 	Title:	Senior Vice President
	

 	
 	
ROYAL BANK OF CANADA, as Lender
	

 	
 	

By	

/s/  JASON YORK      

	 	 	Name:	Jason York
	 	 	Title:	Attorney-in-Fact
	

 	
 	
FORTIS CAPITAL CORP., as Lender
	

 	
 	

By	

/s/  CASEY LOWARY      

	 	 	Name:	Casey Lowary
	 	 	Title:	Senior Vice President
	

 	
 	

By	

/s/  DARRELL W. HOLLEY      

	 	 	Name:	Darrell W. Holley
	 	 	Title:	Managing Director











 
 

SCHEDULE II
  LENDER PERCENTAGES AND LOAN COMMITMENTS    
    


I.    LENDER PERCENTAGES



	NAME OF LENDER
 
	 	PERCENTAGE
	 
	Fleet National Bank	 	14.00	%
	U.S. Bank National Association	 	14.00	%
	Bank of Scotland	 	14.00	%
	Comerica Bank	 	11.00	%
	Southwest Bank of Texas, N.A.	 	11.00	%
	Compass Bank	 	10.00	%
	Guaranty Bank	 	10.00	%
	Royal Bank of Canada	 	8.00	%
	Fortis Capital Corp.	 	8.00	%
	 	 	
	 
	Total:	 	100.00	%




	II.
	LENDER
LOAN COMMITMENTS 






	NAME OF LENDER
 
	 	LOAN COMMITMENT

	Fleet National Bank	 	$	14,000,000
	U.S. Bank National Association	 	$	14,000,000
	Bank of Scotland	 	$	14,000,000
	Comerica Bank	 	$	11,000,000
	Southwest Bank of Texas, N.A.	 	$	11,000,000
	Compass Bank	 	$	10,000,000
	Guaranty Bank	 	$	10,000,000
	Royal Bank of Canada	 	$	8,000,000
	Fortis Capital Corp.	 	$	8,000,000
	 	 	

	Total	 	$	100,000,000.00













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Exhibit 10.2


FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

W I T N E S S E T H



SCHEDULE II LENDER PERCENTAGES AND LOAN COMMITMENTS