Exhibit 10.10
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 dated April 9, 2003, between Assignor, the
Copano Controlling Entities (as defined therein) and R. Bruce
Northcutt, as amended by that certain First Amendment to Employment
Agreement dated July 30, 2004 (the “ Employment
Agreement ”);
Pursuant to Section 13 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 consid
