BRIDGE LOAN AGREEMENT

Bridge Loan Agreement

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Title: BRIDGE LOAN AGREEMENT
Governing Law: New York Date: 8/15/2005

Exhibit 10

Exhibit 10.31

BRIDGE LOAN AGREEMENT

Dated as of August 1, 2005

among

COPANO ENERGY, L.L.C.,
as the Borrower,

BANC OF AMERICA BRIDGE LLC,
as Administrative Agent

and

The Other Lenders Party Hereto

BANC OF AMERICA SECURITIES LLC,
as
Sole Lead Arranger and Sole Book Manager

TABLE OF CONTENTS

Section

ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS
1.01			Defined Terms
1.02			Other Interpretive Provisions
1.03			Accounting Terms
1.04			Rounding
1.05			Times of Day

ARTICLE II. THE BRIDGE FACILITY
2.01			The Bridge Loans
2.02			Conversion to Rollover Loans
2.03			Option to Exchange Rollover Loans for Exchange Notes; Exchange Notes Provisions
2.04			Prepayments
2.05			Reduction of Commitments
2.06			Repayment of Bridge Loans
2.07			Interest
2.08			Fees
2.09			Computation of Interest and Fees
2.10			Evidence of Debt
2.11			Payments Generally; Administrative Agent’s Clawback
2.12			Sharing of Payments by Lenders

ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY
3.01			Taxes
3.02			Illegality
3.03			Inability to Determine Rates
3.04			Increased Costs; Reserves on Eurodollar Rate Loans
3.05			Compensation for Losses
3.06			Mitigation Obligations; Replacement of Lenders
3.07			Survival

ARTICLE IV. CONDITIONS PRECEDENT TO BRIDGE LOANS
4.01			Conditions Precedent to Bridge Loans

ARTICLE V. REPRESENTATIONS AND WARRANTIES
5.01			Existence, Qualification and Power; Compliance with Laws
5.02			Authorization; No Contravention
5.03			Governmental Authorization; Other Consents
5.04			Binding Effect
5.05			Financial Statements; No Material Adverse Effect; No Internal Control Event
5.06			Litigation
5.07			No Default
5.08			Ownership of Property; Liens
5.09			Environmental Compliance
5.10			Insurance
5.11			Taxes
5.12			ERISA Compliance

5.13		Subsidiaries; Equity Interests
5.14		Margin Regulations; Investment Company Act; Public Utility Holding Company Act
5.15		Disclosure
5.16		Compliance with Laws
5.17		Intellectual Property; Licenses, Etc
5.18		Labor Disputes and Acts of God
5.19		Solvency
5.20		Acquisition Closing

ARTICLE VI. AFFIRMATIVE COVENANTS
6.01		Financial Statements
6.02		Certificates; Other Information
6.03		Notices
6.04		Payment of Obligations
6.05		Preservation of Existence, Etc.
6.06		Maintenance of Properties
6.07		Maintenance of Insurance
6.08		Compliance with Laws
6.09		Books and Records
6.10		Inspection Rights
6.11		Use of Proceeds
6.12		Additional Guarantors
6.13		Environmental Matters; Environmental Reviews
6.14		Compliance with Agreements
6.15		Unrestricted Subsidiaries
6.16		Permanent Financing
6.17		Exchange Note Indenture

ARTICLE VII. NEGATIVE COVENANTS
7.01		Liens
7.02		Investments
7.03		Indebtedness
7.04		Fundamental Changes
7.05		Dispositions
7.06		Restricted Payments
7.07		Change in Nature of Business
7.08		Transactions with Affiliates
7.09		Burdensome Agreements
7.10		Use of Proceeds
7.11		Proh