exv10w4






Exhibit 10.4




FIRST AMENDMENT TO

ADMINISTRATIVE AND OPERATING SERVICES AGREEMENT




     This First Amendment to Administrative and Operating Services Agreement (“First Amendment”) is
entered into between Copano/Operations, Inc., a Texas corporation (“Copano Operations”) and CPNO
Services, L.P. (“CPNO Services”), a Texas limited partnership. Capitalized terms used in this First
Amendment that are not otherwise defined herein shall have the meanings set forth in the Services
Agreement (as defined herein).



RECITALS




     WHEREAS, Copano Operations and CPNO Services have entered into an Administrative and Operating
Services Agreement effective January 1, 2010 (the “Services Agreement”) pursuant to which CPNO
Services and Copano Operations provide certain goods and services to each other; and



     WHEREAS, the initial term of the Services Agreement extends through December 31, 2010 and,
thereafter, is automatically extended for successive one-year terms unless terminated by either
Copano Operations or CPNO Services upon at least 60 days’ written notice prior to the commencement
of any such renewal term;



     WHEREAS, the parties have determined that it is in their mutual interest to amend the Services
Agreement to provide for its termination by either party at any time upon 60 days’ notice;



     NOW, THEREFORE, for and in consideration of the premises and the mutual agreements contained
herein and for other good and valuable consideration, the receipt, adequacy and sufficiency of
which are hereby acknowledged, Copano Operations and CPNO Services hereby agree as follows:



AGREEMENT



SECTION 1. Amendments to Services Agreement.





	(i)	 	Section 2 is hereby deleted in its entirety and the succeeding sections of the Services
Agreement are renumbered accordingly.
	 
	(ii)	 	Section 10 is amended in its entirety to read as follows:
	 
	 	 	“9. Termination. This Agreement shall terminate (i) upon 60 days’ prior written
notice by either CPNO Services or Copano Operations or (ii) upon 30 days’ prior written
notice by CPNO Services in the event of a “change in control” of Copano Operations. For
purposes hereof, “change of control” shall mean a change in the power or authority to direct
or cause the direction of the management and policies of Copano Operations whether through
ownership of voting securities, by contract or otherwise. Upon termination of this
Agreement, except as a result of CPNO Services’ breach thereof, Copano Operations shall
remain liable with respect to all continuing contractual obligations and liabilities
properly incurred by CPNO Services on behalf of and with the approval of Copano Operations
(the




 









 






	 	 	“Existing Obligations”). If any of such Existing Obligations are not assignable to
Copano Operations, then such Existing Obligations may be terminated by CPNO Services as of
the termination date of this Agreement. Copano Operations shall indemnify CPNO Services for
any penalties or expense incurred by CPNO Services as a result of the early termination of
any Existing Obligations.”





     SECTION 2. Services Agreement to Remain in Full Force and Effect. The Services Agreement, as
amended hereby, shall remain in full force and effect.



     SECTION 3. Further Assurances. The parties will execute such additional documents and
instruments, and take such further actions, as are necessary or appropriate to give effect to the
terms of this First Amendment.



     SECTION 4. Applicable Law. This First Amendment shall be governed by and construed in
accordance with laws in the State of Texas, without regard to the principles of conflicts of law.



     SECTION 5. Execution. This First Amendment may be executed in multiple counterparts, each of
which shall be deemed in original but all of which shall be deemed one instrument.



     IN WITNESS WHEREOF, the parties have executed this First Amendment on October 26, 2010.



	 	 	 	 	 
	 	COPANO/OPERATIONS, INC.

 	 
	 	By:  	/s/ Douglas L. Lawing
 	 
	 	 	Douglas L. Lawing 	 
	 	 	President 	 
	 
	 	CPNO SERVICES, L.P.

 	 
	 	By:  	CPNO Services GP, L.L.C.
 	 
	 	 	its General Partner 	 
	 	 	 	 
	 
	 	 	 
	 	 	                               /s/ R. Bruce Northcutt
 
	 	 	R. Bruce Northcutt 
	 	 	President and Chief Executive Officer