CONTRIBUTION AGREEMENT

Exhibit 2.1

CONTRIBUTION AGREEMENT

among

CIMMARRON GATHERING GP, LLC,
TAOS GATHERING, LP and
CIMMARRON TRANSPORTATION, L.L.C.

(as the “Contributors”),

and

COPANO ENERGY, L.L.C.

APRIL 5, 2007

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EXHIBITS

SCHEDULES

CONTRIBUTION AGREEMENT

     This Contribution Agreement is made and entered into as of April 5, 2007, by and among Cimmarron Gathering GP, LLC, a limited liability company organized under the laws of the State of Texas (“ Cimmarron GP ”), Taos Gathering, LP, a limited partnership organized under the laws of the State of Texas (“ Taos LP ”), and Cimmarron Transportation, L.L.C., a limited liability company organized under the laws of the State of Oklahoma (“ Transportation LLC ” and, together with Cimmarron GP and Taos LP, the “ Contributors ”), and Copano Energy, L.L.C., a limited liability company organized under the laws of the State of Delaware (“ Copano ”).

W I T N E S S E T H:

     WHEREAS, Cimmarron GP is the sole general partner of Cimmarron Gathering, LP, a limited partnership organized under the laws of the State of Texas (the “ Partnership ”); and

     WHEREAS, Taos LP and Transportation LP are the sole limited partners of the Partnership;

     WHEREAS, the Contributors own all of the outstanding interests in the Partnership; and

     WHEREAS, the Contributors desire to contribute to Copano, and Copano desires to accept from the Contributors all of the Contributors’ interests in the Partnership;

     NOW, THEREFORE, in consideration of the premises and the respective representations, warranties, covenants, agreements and conditions contained herein, the Parties hereto agree as follows:

ARTICLE 1
 
DEFINITIONS

     1.1 Defined Terms . As used in this Agreement, each of the following terms shall have the meaning given to it below:

     “ Active Operations ” means pipelines and related assets set forth on Schedule 1.1 (which Schedule constitutes a map identifying where such pipelines ands assets are located).

     “ 2006 Audited Financial Statements ” means the audited consolidated financial statements of the Partnership and its Subsidiaries delivered to Copano pursuant to Section 9.5(a) .

     “ Affiliate ” means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For the purposes of this definition, “control” means, when used with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by Contract, or otherwise, and the terms “controlling” and “controlled” have correlative meanings.

     “ Agreement ” means this Contribution Agreement, as the same may be amended or supplemented from time to time.

     “ Balance Sheets ” has the meaning assigned to such term in Section 7.7 .

     “ Balance Sheet Date ” means December 31, 2006.

     “ Base Cash Portion ” means cash in an amount equal to US$36,000,000.

     “ Benefit Plan ” means (i) each “employee benefit plan,” as such term is defined in Section 3(3) of ERISA, (ii) each plan that would be an employee benefit plan if it were subject to ERISA, such as foreign plans and plans for directors, (iii) each stock bonus, stock ownership, stock option, stock purchase, stock appreciation rights, phantom stock or other stock plan (whether qualified or nonqualified), and (iv) each bonus, deferred compensation, incentive compensation or executive compensation plan, program or agreement; provided, however, that such term shall not include (a) routine employment policies and procedures developed and applied in the ordinary course of business and consistent with past practice, including wage, vacation, holiday, and sick or other leave policies, (b) workers compensation insurance and (c) directors, officers and employees liability insurance.

     “ Business ” means the oil and natural gas gathering business of the Partnership and its Subsidiaries in Texas and Oklahoma.

     “ Business Day ” means any day other than a Saturday, Sunday or legal holiday on which banks in Houston, Texas are authorized or obligated by Law to close.

     “ Cimmarron GP ” is defined in the introductory paragraph to this Agreement.

     “ Cimmarron GP Interests ” is defined in Section 2.1(a) .

     “ Claim Period ” is defined in Section 14.2(a) .

     “ Claim Threshold ” means $100,000.

     “ Closing ” means the closing of the transactions contemplated by this Agreement.

     “ Closing Date ” means the date on which the Closing occurs.

     “ Closing Units ” is defined in Section 2.2(a)(i) .

     “ COBRA ” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended and any regulations promulgated thereunder.

     “ Code ” means the Internal Revenue Code of 1986, as amended, and any regulations or other agency releases promulgated thereunder.

     “ Common Unit ” is defined in the Copano LLC Agreement.

     “ Company Benefit Plan ” means any Benefit Plan established or maintained by or contributed to by the Partnership, its Subsidiaries or any of their respective ERISA Affiliates with respect to any employees or former employees of the Partnership or any of the Subsidiaries as of the date of this Agreement.

     “ Confidentiality Agreement ” means that certain confidentiality agreement dated February 22, 2007, between Copano and the Partnership.

     “ Contract ” means any contract, agreement, indenture, note, bond, mortgage, loan, instrument, lease, license, commitment or other arrangement, understanding, undertaking, commitment or obligation.

     “ Contribution Value ” means $95,000,000.

     “ Contributor Affiliate ” means any Affiliate of any of the Contributors.

     “ Contributor Indemnitees ” means, collectively, each Contributor and its Affiliates (including its members and partners, but excluding Copano, Copano’s members and Subsidiaries and any Person that was an Affiliate of Copano prior to the Closing Date) and their respective officers, directors, managers, owners, employees, agents, and representatives.

     “ Contributors ” is defined in the introductory paragraph to this Agreement.

     “ Contributors Representative ” is defined in Section 16.7 .

     “ Contributors’ Tax ” is defined in Section 13.2(b) .

     “ Copano ” is defined in the introductory paragraph to this Agreement.

     “ Copano Indemnitees ” means, collectively, Copano and its Affiliates (including the Partnership after the Closing, but excluding the Contributors) and their respective officers, directors, managers, owners, employees, agents, and representatives.

     “ Copano LLC Agreement ” means that certain Second Amended and Restated Limited Liability Company Agreement of Copano dated as of November 15, 2004, as amended by Amendment No. 1 dated as of August 1, 2005, as further amended by Amendment No. 2 dated as of August 24, 2005, as further amended or restated from time to time after the date hereof.

     “ Copano Notice ” is defined in Section 13.3 .

     “ Damages ” is defined in Section 15.1 .

     “ Deductible Amount ” means $2,000,000.

     “ Early Release Escrowed Units ” means the Escrowed Units, if any, in excess of the number of Escrowed Units equal to the quotient of (i) $5,000,000 divided by (ii) the average closing price per Common Unit over the 10 Business Days ending on the last Business Day preceding the six-month anniversary of the Closing Date, rounded up or down to the nearest whole number of Units.

     “ Effective Time ” means 12:01 AM on the Closing Date.

     “ Effective Time Balance Sheet ” has the meaning assigned to such term in Section 2.4(b)(i) .

     “ Employee Bonus Pool ” is defined in Section 2.2(a)(iv) .

     “ Employee Records ” means records related to employees performing services for the Partnership or any of its Subsidiaries as of the date of this Agreement who are eligible to become employees of Copano or its Affiliates (including the Partnership), but only to the extent such records pertain to (i) skill and development training and biographies, (ii) seniority histories, (iii) salary and Benefit Plan information and histories, (iv) Occupational Safety and Health Administration reports, (v) active medical restriction forms, (vi) time and attendance records, and (vii) vacation accruals and usages.

     “ Environmental Laws ” means any and all Laws pertaining to the prevention of pollution, remediation of contamination or restoration of environmental quality, protection of human health or the environment (including natural resources), or workplace health and safety, including without limitation the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Clean Air Act, 42 U.S.C. § 7401 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. § 1471 et seq.; the Toxic Substances Control Act, 15 U.S.C. §§ 2601 through 2629; the Oil Pollution Act, 33 U.S.C. § 2701 et seq.; the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. § 11001 et seq.; the Safe Drinking Water Act, 42 U.S.C. §§ 300f through 300j; the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq.; and all similar Laws of any Governmental Entity having jurisdiction over the Partnership or any of its Subsidiaries or their respective properties or operations, and all amendments to such Laws (prior to Closing) and all regulations implementing any of the foregoing.

     “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and any regulations or other agency releases promulgated thereunder.

     “ ERISA Affiliate ” means a trade or business, whether or not incorporated, which is or during the last six years preceding the date of this Agreement has been under common control, or treated as a single employer, with the Partnership, under Code Section 414(b), (c), (m) or (o).

     “ Escrow Agent ” means JPMorgan Chase Bank, N.A., or such other Person as Copano and Contributors may agree upon.

     “ Escrow Agreement ” means an Escrow Agreement between Contributors, Copano and Escrow Agent substantially in the form attached hereto as Exhibit B .

     “ Escrowed Units ” means, on the Closing Date, the number of Units equal to the quotient of (i) $17,500,000 divided by (ii) the average closing price per Common Unit over the 10

Business Days ending on the last Business Day preceding the Closing Date, rounded up or down to the nearest whole number of Units, as such number of Units may be decreased from time to time in accordance with Section 15.9 below. The term “Escrowed Units” shall also include any Common Units converted from any Escrowed Units while such Units are held in escrow in accordance with the terms of Section 15.9

     “ Estimated Cash Price ” means the sum of (i) the Base Cash Portion plus (ii) the Estimated Working Capital Payment.

     “ Estimated Working Capital Payment ” means an amount equal to Cimmarron GP’s estimate of the Working Capital as of the Effective Time determined in accordance with Section 2.4 .

     “ Exchange Act ” means the Securities and Exchange Act of 1934, as amended.

     “ Final Working Capital ” means the actual Working Capital as of the Effective Time, determined in accordance with Section 2.4 .

     “ Final Working Capital Payment ” means the amount paid to Contributors or refunded to Copano, as the case may be, pursuant to Section 2.4(e) .

     “ Financial Statements ” is defined in Section 7.7 .

     “ Fundamental Representations ” means the representations and warranties set forth in Sections 4.1 , 4.2 and 4.6 , Sections 5.1 , 5.2 and 5.6 , Sections 6.1 , 6.2 and 6.6 , and Sections 7.1 and 7.2 .

     “ GAAP ” means United States generally accepted accounting principles with such exceptions to such United States generally accepted accounting principles as may be expressly noted or otherwise expressly referred to on any individual financial statement.

     “ Gathering Operating Agreement ” means that certain Agreement for Construction and Operation of the Tri-County Gas Gathering System dated as of January 1, 2005, as amended by that certain Tri-County Gathering System Operating Agreement Amendment Number One dated February 1, 2007.

     “ Governmental Approvals ” means all filings with, notifications to and consents and approvals of Governmental Entities necessary so that the consummation of the transactions contemplated hereby will be in compliance with applicable Laws.

     “ Governmental Entity ” means any court or tribunal in any jurisdiction (domestic or foreign) or any federal, state, municipal or local government or other governmental body, political subdivision, agency, authority, department, commission, board, bureau, instrumentality, arbitrator or arbitral body (domestic or foreign).

     “ Hazardous Materials ” means any substance, whether solid, liquid, or gaseous: (i) which is listed, defined, or regulated as a “hazardous material,” “hazardous waste,” “solid waste,” “hazardous substance,” “toxic substance,” “pollutant,” or “contaminant,” or otherwise classified

as hazardous or toxic, in or pursuant to any Environmental Law; or (ii) which is or contains asbestos, polychlorinated biphenyls, radon, urea formaldehyde foam insulation, explosives, or radioactive materials; or (iii) which is any petroleum, petroleum hydrocarbons, petroleum products, crude oil and any components, fractions, or derivatives thereof that is listed, defined or regulated under any Environmental Law or other applicable Law, any oil or gas exploration or production waste, and any natural gas, synthetic gas and any mixtures thereof; or (iv) which causes or poses a threat to cause contamination or nuisance on any properties or any adjacent property, or a hazard to the environment or to the health or safety of persons on or about any properties; provided, that the threat or hazard is actionable under applicable Law.

     “ Hydrocarbons ” means oil, gas, other liquid or gases hydrocarbon, or any of them or any combination thereof, and all products and substances extracted, separated, processed and produced therefrom.

     “ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

     “ Inactive Operations ” means those pipelines and related assets of the Partnership other than the Active Operations.

     “ Indebtedness ” of any Person means, without duplication, (i) the principal, accreted value, accrued and unpaid interest, prepayment and redemption premiums or penalties (if any), unpaid fees or expenses and other monetary obligations in respect of (A) indebtedness of such Person for money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable; (ii) all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding trade accounts payable and other accrued current liabilities arising in the ordinary course of business consistent with past practice (other than the current liability portion of any indebtedness for borrowed money)); (iii) all obligations of such Person under leases required to be capitalized in accordance with GAAP; (iv) all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction; (v) all obligations of such Person under interest rate or currency swap transactions (valued at the termination value thereof); (vi) all obligations of the type referred to in clauses (i) through (v) of any Persons for the payment of which such Person is responsible or liable, directly or indirectly, as obligor, guarantor, surety or otherwise, including guarantees of such obligations; and (vii) all obligations of the type referred to in clauses (i) through (vi) of other Persons secured by (or for which the holder of such obligations has an existing right, contingent or otherwise, to be secured by) any Lien on any property or asset of such Person (whether or not such obligation is assumed by such Person).

     “ Indemnity Claim ” is defined in Section 15.3 .

     “ Independent Accountants ” means UHY Mann Frankfort Stein & Lipp CPAs, LLP or such other independent accounting firm as may be approved by the Contributors Representative and Copano.

     “ Intellectual Property ” means all registered trademarks, copyrights, trade names, service marks, logos and patents, including pending applications to register any of the foregoing with any Governmental Entity, which have not expired or been abandoned.

     “ IRS ” means the Internal Revenue Service, and any successor thereto.

     “ Key Employees ” means Richard Howey, Mike Noack, and Cody Presgrove.

     “ Knowledge ” means with respect to any of the Contributors, the actual knowledge of the Persons listed on Exhibit C .

     “ Law(s) ” means any statute, law, rule, regulation, Order or ordinance of, or any other legal requirement of any Governmental Entity to which a specified Person or property is subject.

     “ Leases ” means all leases, subleases, easements, rights of way and agreements pursuant to which the Partnership or any of its Subsidiaries holds any leasehold or subleasehold estates or other rights to use or occupy any land, buildings, structures, improvements, fixtures or other interest in real property.

     “ Lien ” means any claim, charge, easement, encumbrance, lease, security interest, lien, option, pledge or restriction (whether on voting, sale, transfer, disposition or otherwise), whether imposed by agreement, understanding, law, equity or otherwise.

     “ Litigation ” means a claim, fine, action, suit, demand, investigation or proceeding or any arbitration or binding dispute resolution proceeding by or before any Governmental Entity, mediator or arbitrator.

     “ Material Adverse Effect ” means, with respect to the Contributors and the Partnership, any circumstance, change in, or effect on, the Business (whether or not (A) foreseeable as of the date hereof or (B) covered by insurance) which has a material adverse effect on (x) the conduct or operations of the Business, (y) the properties, assets, liabilities, results of operations or condition (financial or otherwise) of the Partnership and its Subsidiaries, taken as a whole or (z) the ability of any Contributor to perform its obligations under or consummate the transactions contemplated by the Transaction Documents; provided that any adverse event, change, fact, circumstance or occurrence arising from or relating to the following shall not be taken into account in determining whether there is a Material Adverse Effect for purposes of clause (x) or (y): (a) general business, industry or economic conditions, including conditions related to the Business, including markets and prices for any Hydrocarbons, (b) local, regional, national or international political or social conditions, including the occurrence of any military or terrorist attack or the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, (c) changes in financial, banking, or securities markets (including any disruption thereof and any decline in the price of any security or any market index), (d) changes in GAAP, (e) changes in applicable Law, (f) the taking of any action contemplated by this Agreement, (g) the announcement of the transactions contemplated by this Agreement or (h) any actions by Copano or any of its Affiliates without the consent of the Contributors Representative; provided that any adverse event, change, fact, circumstance or occurrence described in clause (a) through (e) above (inclusive) does not disproportionately affect the Partnership and its Subsidiaries (taken as a whole) as compared to the operations (in the counties in which the Partnership and its Subsidiaries operate) of other participants in the industry in which the Partnership and it Subsidiaries operate.

     “ Material Contract ” has the meaning assigned to such term in Section 7.13 .

     “ North Denton Consents ” is defined in Section 9.8 .

     “ Notice ” is defined in Section 16.2 .

     “ Order ” means any order, injunction, judgment, doctrine, decree, ruling, writ, assessment or arbitration award of a Governmental Entity.

     “ Organizational Documents ” means (a) with respect to a corporation, the articles or certificate of incorporation and bylaws of such entity, (b) with respect to a limited partnership, the certificate of limited partnership (or equivalent document) and partnership agreement or similar operational agreement and (c) with respect to a limited liability company, the articles or certificate of formation (or equivalent document) and regulations, limited liability company agreement, or similar operational document.

     “ Parties ” means Copano, Cimmarron GP, Taos LP and Transportation LLC, collectively.

     “ Partnership ” is defined in the Recitals to this Agreement.

     “ Partnership Agreement ” means the Limited Partnership Agreement of Cimmarron Gathering, LP, dated effective as of June 1, 2005.

     “ Partnership Interests ” means, collectively, the Cimmarron GP Interests, the Taos LP Interests and the Transportation LLC Interests.

     “ Partnership Interest Representation ” means, collectively, the representations and warranties of the respective Contributors in each of Sections 4.7 , 5.7 , 6.7 and 7.3 .

     “ Partnership Split ” means the division of the Partnership whereby, after such division the Partnership shall hold all Oklahoma assets and certain other assets (as determined by the Contributors) that were held by the Partnership immediately prior to such division and the other surviving partnership shall hold the remaining assets held by the Partnership immediately prior to such division.

     “ Party ” means Copano, Cimmarron GP, Taos LP or Transportation LLC, individually, as the case may be.

     “ Permits ” means licenses, permits, franchises, consents, approvals, variances, exemptions, and other authorizations of or from Governmental Entities.

     “ Permitted Liens ” means (i) Liens for Taxes, impositions, assessments, fees, rents or other charges levied or assessed or imposed by a Governmental Entity that are not yet delinquent or being contested in good faith by appropriate Proceedings, provided that reserves reasonably satisfactory to Copano have been established with respect to such contest, (ii) statutory Liens

(including materialmen’s, warehousemen’s, mechanics’, repairmen’s, landlord’s, and other similar Liens) arising in the ordinary course of business consistent with past practice securing payments not yet delinquent or being contested in good faith by appropriate Proceedings, but excluding any Liens arising from Company Benefit Plans, (iii) Liens of public record, (iv) utility Liens, restrictive covenants and defects, imperfections or irregularities of title or Liens, which do not materially and adversely affect the ability of Copano, directly or indirectly, to conduct the Business as presently conducted, (v) purchase money Liens and Liens securing rental payments under capital lease arrangements, (vi) preferential purchase rights and other similar arrangements with respect to which consents or waivers are obtained for this transaction or as to which the time for asserting such rights has expired at the Closing Date without an exercise of such rights, (vii) Liens entered into in the ordinary course of business consistent with past practice which do not secure the payment of indebtedness for borrowed money and which do not materially and adversely affect the ability of Copano, directly or indirectly, to conduct the Business as presently conducted, (viii) any other matters which may be disclosed by a current and accurate survey of the assets and properties of the Partnership and which do not materially and adversely affect the ability of Copano, directly or indirectly, to conduct the Business as presently conducted, and (ix) Liens created by Copano, or its successors and assigns.

     “ Person ” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, enterprise, unincorporated organization, or Governmental Entity.

     “ Pre-Effective Time Period ” is defined in Section 13.1(b) .

     “ Proceeding Notice ” is defined in Section 13.1(b) .

     “ Proceedings ” means all proceedings, actions, claims, suits, investigations, and inquiries by or before any Governmental Entity.

     “ Reasonable Efforts ” means the efforts, time and costs a prudent Person desirous of achieving a result would use, expend or incur in similar circumstances to achieve such results as expeditiously as commercially reasonably practicable, provided that such Person is not required to (i) expend funds or assume liabilities beyond those that are commercially reasonable in nature and amount in the context of the transactions contemplated hereunder, (ii) divest any of its material assets, including its businesses, divisions or properties or (iii) agree to restrictions on its businesses, operations or conduct other than those that have been expressly agreed to in this Agreement.

     “ Registration Rights Agreement ” means a Registration Rights Agreement between Contributors (or their subsequent transferees) and Copano substantially in the form attached hereto as Exhibit D , which shall include among other things one demand registration right and unlimited piggyback registration rights on the terms and conditions described therein.

     “ Schedules ” is defined in Section 9.4 .

     “ SEC ” means the United States Securities and Exchange Commission.

     “ SEC Reports ” is defined in Section 8.6(a) .

     “ Securities Act ” means Securities Act of 1933, as amended.

     “ Specified Rate ” means the prime interest rate for corporations reported in “The Wall Street Journal” on the Closing Date.

     “ Statement of Working Capital Calculation ” has the meaning assigned to such term in Section 2.4(b) .

     “ Subsidiary” means, with respect to any Person, any corporation or other organization, whether incorporated or unincorporated, of which (a) such Person or any other Subsidiary of such Person is a general partner, managing member or sole or controlling member or (b) at least a majority of the equity interests or other interests having by their terms ordinary voting power to elect a majority of the board of directors, managers or others performing similar functions with respect to such corporation, partnership, limited partnership, limited liability company or other organization is, directly or indirectly, owned or controlled by such Person or by any one or more of its Subsidiaries. Notwithstanding the foregoing, each of DBGG, L.L.C., Reno Pipeline, L.L.C. and North Denton Pipeline, L.L.C. shall be deemed to be Subsidiaries of the Partnership.

     “ Taos LP ” is defined in the introductory paragraph to this Agreement.

     “ Taos LP Interests ” is defined in Section 2.1(b) .

     “ Tax ” or “ Taxes ” is defined in Section 13.1(a)(i) .

     “ Taxing Authority ” means, with respect to any Tax, the Governmental Entity that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such entity or subdivision, including any Governmental Entity or quasi-Governmental Entity or agency that imposes, or is charged with collecting, social security or similar charges or premiums.

     “ Tax Losses ” is defined in Section 13.1(b) .

     “ Tax Return ” is defined in Section 13.1(a)(ii) .

     “ Transaction Documents ” this Agreement, the Escrow Agreement, the Registration Rights Agreement and the other documents and instruments to be delivered at the Closing.

     “ Transaction Taxes ” means all sales, use, transfer, filing, recordation, registration and similar Taxes and fees arising from or associated with the transactions contemplated by the Transaction Documents other than Taxes based on income.

     “ Transportation LLC ” is defined in the introductory paragraph to this Agreement.

     “ Transportation LLC Interests ” is defined in Section 2.1(c) .

     “ Tri-County ” is defined in Section 11.5 .

     “ Tri-County Contracts ” is defined in Section 7.3 .

     “ Tri-County Gathering System ” means the gathering system jointly owned by the Partnership and other Persons in accordance with the terms of the Gathering Operating Agreement.

     “ Units ” mean the units representing equity interests in Copano designated as Class C Units under the Copano LLC Agreement as of the Closing and having the rights and obligations specified therein with respect to the Class C Units, including the terms which are described on Exhibit A attached hereto.

     “ Units Portion ” means the number of Units equal to the quotient of (i) US$54,000,000 divided by (ii) the average closing price per Common Unit over the 10 Business Days ending on the last Business Day preceding the day Copano publicly announces the transaction contemplated by this Agreement, rounded up or down to the next whole number of Units.

     “ Update ” is defined in Section 9.4 .

     “ Working Capital ” means the difference between the consolidated assets of the Partnership and its Subsidiaries reflected as “Working Capital Assets” on the consolidated pro forma balance sheet included in Schedule 1.1(b) and the consolidated liabilities of the Partnership and its Subsidiaries reflected as “Working Capital Liabilities” on the consolidated pro forma balance sheet included in Schedule 1.1(b) (on a consolidated and combined basis) as of the specified date and calculated in each case using GAAP and the methodologies set forth in Schedule 1.1(b) .

     1.2 Interpretation and Construction . In interpreting and construing this Agreement, the following principles shall be followed:

          (a) the terms “herein,” “hereof,” “hereby,” and “hereunder,” or other similar terms, refer to this Agreement as a whole and not only to the particular Article, Section or other subdivision in which any such terms may be employed;

          (b) unless otherwise indicated herein, references to Articles, Sections, and other subdivisions refer to the Articles, Sections, and other subdivisions of this Agreement;

          (c) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP;

          (d) no consideration shall be given to the captions of the articles, sections, subsections, or clauses, which are inserted for convenience in locating the provisions of this Agreement and not as an aid in its construction;

          (e) the word “includes” and its syntactical variants mean “includes, but is not limited to” and corresponding syntactical variant expressions;

          (f) the plural shall be deemed to include the singular, and vice versa; and

          (g) each exhibit, attachment, and schedule to this Agreement is a part of this Agreement, but if there is any conflict or inconsistency between the main body of this Agreement and any exhibit, attachment, or schedule, the provisions of the main body of this Agreement shall prevail.

     2.6 Transaction Taxes . Except as otherwise contemplated by Section 16.15 , all Transaction Taxes shall be borne 50% by the Contributors and 50% by Copano. To the extent under applicable Law the transferee is responsible for filing Tax Returns in respect of Transaction Taxes, Copano shall prepare and file all such returns. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize Transaction Taxes.

     2.7 Waiver of ROFR . The Contributors and the Partnership waive any rights-of-first refusal or preferential purchase rights they may have with respect to all Partnership Interests in the Partnership to be acquired by Copano pursuant to this Agreement.

ARTICLE 3

CLOSING

     3.1 Closing . Subject to fulfillment or waiver of the conditions in this Agreement, the Closing shall be held at the offices of Bracewell & Giuliani LLP at 711 Louisiana Street, Suite 2300, Houston, Texas at 9:00 a.m., Houston, Texas time on the first Business Day of the calendar month following satisfaction or waiver of the conditions to close in Articles 10 and 11 hereof or at such other time as the Parties may agree. Unless otherwise agreed, all Closing transactions shall be deemed to have occurred simultaneously.

     3.2 Closing Deliveries by Contributors . At the Closing:

          (a) the Contributors will deliver to Copano a certificate dated the Closing Date, representing and certifying that the conditions set forth in Sections 11.1 and 11.2 have been fulfilled, and each Contributor will deliver a customary certificate of incumbency and authority.

          (b) Cimmarron GP will deliver to Copano conveyance documents or other evidence of contribution of the Cimmarron GP Interests in form and substance mutually satisfactory to Cimmarron GP and Copano;

          (c) Taos LP will deliver to Copano conveyance documents or other evidence of contribution of the Taos LP Interests in form and substance mutually satisfactory to Taos LP and Copano;

          (d) Transportation LLC will deliver to Copano conveyance documents or other evidence of contribution of the Transportation LLC Interests in form and substance mutually satisfactory to Transportation LLC and Copano;

          (e) each Contributor will deliver to Copano a certificate (i) stating that the Contributor is not a foreign corporation, foreign partnership, foreign trust or foreign estate, (ii) providing its U.S. Employer Identification Numbers and (iii) providing its addresses, all pursuant to Section 1445 of the Code;

          (f) each Contributor will deliver, or cause to be delivered, all other documents, certificates and other instruments required or reasonably requested by Copano to be delivered or caused to be delivered by such Contributor pursuant hereto in order to consummate the transactions contemplated by this Agreement;

          (g) each Contributor will deliver to Copano and the Escrow Agent the Escrow Agreement, duly executed by such Contributor; and

          (h) each Contributor will deliver to Copano, the Registration Rights Agreement, duly executed by such Contributor.

          (i) the Contributors will deliver to Copano instruments reflecting the termination of all employment agreements between the Partnership, the Subsidiaries or any of their Affiliates on the one hand and any of the Partnership’s employees, the Key Employees or Larry Lane on the other hand, effective as of the Closing Date (or, as of the date hereof, in the case of those employees that have been terminated as of the date hereof);

          (j) the Contributors will deliver to Copano instruments reflecting the termination of the Partnership’s 5% All Employee Ownership Plan, the Partnership’s Equity Participation Plan and any other Company Benefit Plan providing for the acquisition of equity, profits or other ownership interests in the Partnership by employees, directors and/or consultants of the Partnership or any other Persons;

          (k) the Contributors will deliver to Copano instruments reflecting the reacquisition or cancellation of all outstanding ownership rights, options, subscriptions or other rights of any kind of any Person to purchase or otherwise acquire any interest in the Partnership (including, without limitation, the stock award granted to Mike Noack pursuant to his compensation agreement with the Partnership dated November 16, 2005);

          (l) the Contributors will deliver to Copano employment agreements between each of the Key Employees and the Partnership, effective as of the Closing, on forms acceptable to Copano, providing for the same base salary as in effect for each respective Key Employee on the date of this Agreement and other terms and conditions of employment substantially similar to similarly situated employees of Copano and its Affiliates; and

          (m) the Contributors will deliver to Copano the releases described in Section 3.5 .

     3.3 Closing Deliveries by Copano . At the Closing, Copano shall deliver the following:

          (a) to the Contributors, a certificate dated the Closing Date, duly executed by Copano, representing and certifying that the conditions set forth in Sections 10.1 and 10.2 have been fulfilled and a customary secretary’s certificate of incumbency and authority;

          (b) to Cimmarron GP, (i) cash in the amount of 0.010% of the Estimated Cash Price and (ii) a certificate representing 0.010% of the Closing Units;

          (c) to Taos LP, (i) cash in the amount of 49.995% of the Estimated Cash Price and (ii) a certificate representing 49.995% of the Closing Units;

          (d) to Transportation LLC, (i) cash in the amount of 49.995% of the Estimated Cash Price and (ii) a certificate representing 49.995% of the Closing Units;

          (e) to each Contributor and the Escrow Agent, the Escrow Agreement, duly executed by Copano;

          (f) to each Contributor, the Registration Rights Agreement, duly executed by Copano; and

          (g) all other documents, certificates and other instruments required or reasonably requested by Contributors to be delivered or caused to be delivered, by Copano pursuant hereto in order to consummate the transactions contemplated by this Agreement.

     3.4 Escrowed Units . At the Closing, Copano will deliver the Escrowed Units to the Escrow Agent to be held and distributed in accordance with the Escrow Agreement.

     3.5 Employee Bonus Pool. At the Closing, Copano will fund the Employee Bonus Pool to the Partnership and immediately following the Closing, Copano shall cause the Partnership to distribute the Employee Bonus Pool to those employees of the Partnership or the Contributors, as applicable, and in the amounts, identified on Schedule 3.5 attached hereto; provided, however, that, the distribution of such amounts to such employees shall be net of all applicable Tax and employment withholding requirements; and provided, further, however, that as a condition of receiving his or her respective amount of the Employee Bonus Pool identified on Schedule 3.5, net of applicable Tax and employment withholding requirements, each employee identified on Schedule 3.5 shall be required to execute a form of release reasonably acceptable to Copano and the Contributors releasing Copano, the Partnership, the Contributors, and their respective Affiliates and Subsidiaries from and against all claims to bonus, profit sharing, equity participation and similar interests in the Partnership, the Subsidiaries, and their respective Affiliates.

     3.6 Certain Waivers. Effective as of the Closing, the Contributors waive all of their rights under any and all covenants not to compete, confidentiality provisions, and non-solicitation provisions contained in any agreement between the Partnership, any Subsidiary or any Contributor on the one hand and any employee of the Partnership, any Subsidiary, any Key Employee or Larry Lane on the other hand.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF CIMMARRON GP

     Cimmarron GP represents and warrants to Copano as follows:

     4.1 Organization and Existence . Cimmarron GP is a limited liability company which (i) is duly organized, validly existing and in good standing under the laws of the State of Texas, and (ii) has full power and authority to own and hold the properties and assets it now owns and

holds and to carry on its business as and where such properties and assets are now owned or held and such business is now conducted.

     4.2 Authority and Approval . Cimmarron GP has the power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party, to consummate the transactions contemplated hereby and thereby and to perform all the terms and conditions hereof and thereof to be performed by it. The execution and delivery by Cimmarron GP of this Agreement and the other Transaction Documents to which it is a party, the performance by Cimmarron GP of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite action of Cimmarron GP. This Agreement and the other Transaction Documents to which Cimmarron GP is a party have been duly executed and delivered by Cimmarron GP or, if not yet executed, will at Closing be duly executed and delivered by Cimmarron GP. This Agreement and the other Transaction Documents to which Cimmarron GP is a party constitute or, if not yet executed, will at Closing constitute the valid and binding obligations of Cimmarron GP, enforceable against it in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).

     4.3 No Conflict . The execution and delivery by Cimmarron GP of this Agreement, and the other Transaction Documents to which Cimmarron GP is a party, does not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not: (a) conflict with any of the terms, conditions or provisions of the Organizational Documents of Cimmarron GP; (b) conflict with any provision of any Law applicable to Cimmarron GP; (c) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by any Contract to which Cimmarron GP is a party or by which any property of Cimmarron GP is subject; or (d) other than pursuant to the Transaction Documents, result in the creation of, or afford any person the right to obtain, any Lien on the Cimmarron GP Interests, except for any matters described in clauses (b), (c) or (d) above which would not have a Material Adverse Effect.

     4.4 Consents . Other than (i) compliance with and filings to be made under the HSR Act, and (ii) the consent (which consent has been obtained as of the date of this Agreement) of Taos LP and Transportation LLC (as members of Cimmarron GP), no Governmental Approval or consent or approval of any other Person is required to be obtained or made by or with respect to Cimmarron GP in connection with the execution, delivery, and performance of this Agreement and the other Transaction Documents to which it is a party or the consummation of the transactions contemplated hereby or thereby by Cimmarron GP.

     4.5 Laws and Regulations; Litigation . No Litigation is pending or, to Cimmarron GP’s Knowledge, threatened to which Cimmarron GP is or is likely to become a party that seeks to prevent or delay, or damages in connection with, the consummation of the transactions contemplated by this Agreement.

     4.6 Brokerage Arrangements . Cimmarron GP has not entered into any Contract with any Person that would obligate Copano or the Partnership to pay any commission, brokerage or “finder’s fee” or other fee in connection with this Agreement or the transactions contemplated herein.

     4.7 Title to Cimmarron GP Interests . Cimmarron GP holds of record and owns beneficially the Cimmarron GP Interests, free and clear of all Liens other than the Organizational Documents relating to the Partnership and this Agreement. Upon the Closing, Copano will acquire good title to the Cimmarron GP Interests free and clear of all Liens other than the Organizational Documents relating to the Partnership and any Liens created by Copano.

     4.8 Securities Laws . Cimmarron GP is an accredited investor within the meaning of the Rule 501(a) under the Securities Act, and the Units being acquired by Cimmarron GP pursuant to this Agreement are being acquired for its own account and not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities laws. Cimmarron GP is aware that no Governmental Entity has made any finding or determination as to the fairness of an investment in the Units, nor any recommendation or endorsement with respect thereto. Cimmarron GP acknowledges and understands that (i) the acquisition of the Units has not been registered under the Securities Act in reliance on an exemption therefrom; (ii) the Units acquired by Cimmarron GP will, upon acquisition, be characterized as “restricted securities” under state and federal securities Laws; and (iii) such Units may be sold without registration under such state and federal securities Laws only in certain limited circumstances. Cimmarron GP has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Units and is capable of bearing the economic risks of such investment. Cimmarron GP acknowledges that it has received, sufficiently in advance of this Agreement as it deems necessary to evaluate an investment in the Units, a copy of the SEC Reports and has been informed that copies of exhibits to such SEC Reports will be made available to it upon written request. Neither Cimmarron GP nor anyone acting on its behalf has offered or sold or will offer or sell any of the Units by means of any form of general solicitation or general advertising or has taken or will take any action that would constitute a distribution of the Units under the Securities Act, would render the disposition of the Units a violation of Section 5 of the Securities Act or any state or other applicable securities law, or would require registration (unless registered) or qualification pursuant thereto.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF TAOS LP

     Taos LP represents and warrants to Copano as follows:

     5.1 Organization and Existence . Taos LP is a limited partnership which (i) is duly organized, validly existing under the laws of the State of Texas, and (ii) has full power and authority to own and hold the properties and assets it now owns and holds and to carry on its business as and where such properties and assets are now owned or held and such business is now conducted.

     5.2 Authority and Approval . Taos LP has the power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party, to consummate the transactions contemplated hereby and thereby and to perform all the terms and conditions hereof and thereof to be performed by it. The execution and delivery by Taos LP of this Agreement and the other Transaction Documents to which it is a party, the performance by Taos LP of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite action of Taos LP. This Agreement and the other Transaction Documents to which Taos LP is a party have been duly executed and delivered by Taos LP or, if not yet executed, will at Closing be duly executed and delivered by Taos LP. This Agreement and the other Transaction Documents to which Taos LP is a party constitute or, if not yet executed, will at Closing constitute the valid and binding obligations of Taos LP, enforceable against it in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).

     5.3 No Conflict . The execution and delivery by Taos LP of this Agreement, and the other Transaction Documents to which Taos LP is a party, does not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not: (a) conflict with any of the terms, conditions or provisions of the Organizational Documents of Taos LP; (b) conflict with any provision of any Law applicable to Taos LP; (c) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by any Contract to which Taos LP is a party or by which any property of Taos LP is subject; or (d) other than pursuant to the Transaction Documents, result in the creation of, or afford any person the right to obtain, any Lien on the Taos LP Interests, except for any matters described in clauses (b), (c) or (d) above which would not have a Material Adverse Effect.

     5.4 Consents . Other than (i) compliance with and filings to be made under the HSR Act, and (ii) the consent (which consent has been obtained as of the date of this Agreement) of limited partners of Taos LP holding a minimum of 51% of the limited partnership interest in Taos LP, no Governmental Approval or consent or approval of any other Person is required to be obtained or made by or with respect to Taos LP in connection with the execution, delivery, and performance of this Agreement or the other Transaction Documents to which Taos LP is a party or the consummation of the transactions contemplated hereby or thereby by Taos LP.

     5.5 Laws and Regulations; Litigation . No Litigation is pending or, to Taos LP’s Knowledge, threatened to which Taos LP is or is likely to become a party that seeks to prevent or delay, or recover damages in connection with, the consummation of the transactions contemplated by this Agreement.

     5.6 Brokerage Arrangements . Taos LP has not entered into any Contract with any Person that would obligate Copano or the Partnership to pay any commission, brokerage or “finder’s fee” or other fee in connection with this Agreement or the transactions contemplated herein.

     5.7 Title to Taos LP Interests . Taos LP holds of record and owns beneficially the Taos LP Interests, free and clear of all Liens other than the Organizational Documents relating to the Partnership and this Agreement. Upon the Closing, Copano will acquire good title to the Taos LP Interests free and clear of all Liens, other than the Organizational Documents relating to the Partnership and any Liens created by Copano.

     5.8 Securities Laws . Taos LP is an accredited investor within the meaning of the Rule 501(a) under the Securities Act, and the Units being acquired by Taos LP pursuant to this Agreement are being acquired for its own account and not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities laws. Taos LP is aware that no Governmental Entity has made any finding or determination as to the fairness of an investment in the Units, nor any recommendation or endorsement with respect thereto. Taos LP acknowledges and understands that (i) the acquisition of the Units has not been registered under the Securities Act in reliance on an exemption therefrom; (ii) the Units acquired by Taos LP will, upon acquisition, be characterized as “restricted securities” under state and federal securities Laws; and (iii) such Units may be sold without registration under such state and federal securities Laws only in certain limited circumstances. Taos LP has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Units and is capable of bearing the economic risks of such investment. Taos LP acknowledges that it has received, sufficiently in advance of this Agreement as it deems necessary to evaluate an investment in the Units, a copy of the SEC Reports and has been informed that copies of exhibits to such SEC Reports will be made available to it upon written request. Neither Taos LP nor anyone acting on its behalf has offered or sold or will offer or sell any of the Units by means of any form of general solicitation or general advertising or has taken or will take any action that would constitute a distribution of the Units under the Securities Act, would render the disposition of the Units a violation of Section 5 of the Securities Act or any state or other applicable securities law, or would require registration (unless registered) or qualification pursuant thereto.

ARTICLE 6

REPRESENTATIONS AND WARRANTIES OF TRANSPORTATION LLC

     Transportation LLC represents and warrants to Copano as follows:

     6.1 Organization and Existence . Transportation LLC is a limited liability company which (i) is duly organized, validly existing and in good standing under the laws of the State of Oklahoma, and (ii) has full power and authority to own and hold the properties and assets it now owns and holds and to carry on its business as and where such properties and assets are now owned or held and such business is now conducted.

     6.2 Authority and Approval . Transportation LLC has the power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party, to consummate the transactions contemplated hereby and thereby and to perform all the terms and conditions hereof and thereof to be performed by it. The execution and delivery by Transportation LLC of this Agreement and the other Transaction Documents to which it is a party, the performance by Transportation LLC of its obligations hereunder and thereunder and

the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite action of Transportation LLC. This Agreement and the other Transaction Documents to which Transportation LLC is a party constitute or, if not yet executed, will at Closing constitute the valid and binding obligations of Transportation LLC, enforceable against it in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).

     6.3 No Conflict . The execution and delivery by Transportation LLC of this Agreement, and the other Transaction Documents to which it is a party, does not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not: (a) conflict with any of the terms, conditions or provisions of the Organizational Documents of Transportation LLC; (b) conflict with any provision of any Law applicable to Transportation LLC; (c) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by any Contract to which Transportation LLC is a party or by which any property of Transportation LLC is subject; or (d) other than pursuant to the Transaction Documents, result in the creation of, or afford any person the right to obtain, any Lien on the Transportation LLC Interests, except for any matters described in clauses (b), (c) or (d) above which would not have a Material Adverse Effect.

     6.4 Consents . Other than (i) compliance with and filings to be made under the HSR Act, and (ii) the consent (which consent has been obtained as of the date of this Agreement) of members of Transportation LLC holding a minimum of 100% of the membership interest in Transportation LLC, no Governmental Approval or consent or approval of any other Person is required to be obtained or made by or with respect to Transportation LLC in connection with the execution, delivery, and performance of this Agreement or the consummation of the transactions contemplated hereby by Transportation LLC.

     6.5 Laws and Regulations; Litigation . No Litigation is pending or, to Transportation LLC’s Knowledge, threatened to which Transportation LLC is or is likely to become a party that seeks to prevent or delay, or recover damages in connection with, the consummation of the transactions this Agreement contemplates.

     6.6 Brokerage Arrangements . Transportation LLC has not entered into any Contract with any Person that would obligate Copano or the Partnership to pay any commission, brokerage or “finder’s fee” or other fee in connection with this Agreement or the transactions contemplated herein.

     6.7 Title to Transportation LLC Interests . Transportation LLC holds of record and owns beneficially the Transportation LLC Interests, free and clear of all Liens other than the Organizational Documents relating to the Partnership and this Agreement. Upon the Closing, Copano will acquire good title to the Transportation LLC Interests free and clear of all Liens, other than the Organizational Documents relating to the Partnership and any Liens created by Copano.

     6.8 Securities Laws . Transportation LLC is an accredited investor within the meaning of the Rule 501(a) under the Securities Act, and the Units being acquired by Transportation LLC pursuant to this Agreement are being acquired for its own account and not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities laws. Transportation LLC is aware that no Governmental Entity has made any finding or determination as to the fairness of an investment in the Units, nor any recommendation or endorsement with respect thereto. Transportation LLC acknowledges and understands that (i) the acquisition of the Units has not been registered under the Securities Act in reliance on an exemption therefrom; (ii) the Units acquired by Transportation LLC will, upon acquisition, be characterized as “restricted securities” under state and federal securities Laws; and (iii) such Units may be sold without registration under such state and federal securities Laws only in certain limited circumstances. Transportation LLC has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Units and is capable of bearing the economic risks of such investment. Transportation LLC acknowledges that it has received, sufficiently in advance of this Agreement as it deems necessary to evaluate an investment in the Units, a copy of the SEC Reports and has been informed that copies of exhibits to such SEC Reports will be made available to it upon written request. Neither Transportation LLC nor anyone acting on its behalf has offered or sold or will offer or sell any of the Units by means of any form of general solicitation or general advertising or has taken or will take any action that would constitute a distribution of the Units under the Securities Act, would render the disposition of the Units a violation of Section 5 of the Securities Act or any state or other applicable securities law, or would require registration (unless registered) or qualification pursuant thereto.

ARTICLE 7

REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS

     Contributors severally represent and warrant to Copano as follows:

     7.1 Organization and Existence . The Partnership is a limited partnership and each Subsidiary of the Partnership is a limited liability company which (i) is duly organized, validly existing under the laws of the State of Texas, (ii) has full power and authority to own and hold the properties and assets it now owns and holds and to carry on its business as and where such properties and assets are now owned or held and such business is now conducted and (iii) is duly licensed or qualified to do business as a foreign limited partnership or limited liability company, as applicable, and is in good standing in the states in which the character of the properties and assets now owned or held by it or the nature of the business now conducted by it requires it to be so licensed or qualified, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect. A complete and correct copy of the Partnership Agreement and Organizational Documents of each Subsidiary of the Partnership, as amended, as in effect on the date hereof has been made available to Copano.

     7.2 Partners of the Partnership; Partnership Interests . The Contributors are all of the partners of the Partnership, and there are no outstanding subscriptions, options, convertible securities, warrants, calls or rights of any kind (issued or granted by, or binding upon, the

Partnership) giving any Person the right to purchase or otherwise acquire any interest in the Partnership. All of the Partnership Interests have been duly authorized and validly issued in accordance with applicable Law and the Organizational Documents of the Partnership, are fully paid and were not issued in violation of any preemptive rights or other preferential rights of subscription or purchase of any Person. The Partnership Interests constitute, directly and indirectly, all of the outstanding interests in the Partnership.

     7.3 Subsidiaries . (a) Except as set forth on Schedule 7.3 , the Partnership has no direct or indirect investment or interest in or control over any corporation, partnership, joint venture, limited liability company or other business entity; (b) Schedule 7.3 sets forth the type and percentage of equity or ownership interests in each corporation, partnership, joint venture, limited liability company or other business entity that is owned by the Partnership and such equity or ownership interests are held of record and owned beneficially by the Partnership free and clear of all Liens other than the Organizational Documents relating thereto; (c) all of such equity or ownership interests have been duly authorized and validly issued in accordance with applicable Law and the Organizational Documents of the applicable entity, are fully paid and were not issued in violation of any preemptive rights or other preferential rights of subscription or purchase of any Person and, (d) to Contributors’ Knowledge, other than as provided in the Organizational Documents relating thereto, there are no outstanding subscriptions, options, convertible securities, warrants, calls or rights of any kind (issued or granted by, or binding upon, the Partnership or any of its Subsidiaries) giving any Person the right to purchase or otherwise acquire any interest in any venture or entity listed in Schedule 7.3 . The Partnership holds at least a seventy percent (70%) undivided interest in the Tri-County Gathering System free and clear of all Liens other than Permitted Liens and the Gathering Operating Agreement. Notwithstanding the foregoing or anything set forth in this Section 7.3 to the contrary, Contributors make no representation or warranty in this Section 7.3 as to any Person’s title in or to any properties or interests (of any nature) constituting all or any portion of the Tri-County Gathering System. The Gathering Operating Agreement is the sole Contract relating to the rights and obligations of the Partnership in the Tri-County Gathering System. A true and complete copy of the Gathering Operating Agreement has been made available to Copano. The Partnership is not, and, to Contributor’s Knowledge no other party is, in default under, or in breach or violation of (and to the Contributors’ Knowledge, no event has occurred which, with notice or the lapse of time or both, would constitute a default under, or a breach or violation or lapse of) any term, condition or provision of the Gathering Operating Agreement except for defaults, breaches, violations or events which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. The Gathering Operating Agreement constitutes the valid, binding and enforceable obligation of the Partnership, enforceable in accordance with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law)).

     7.4 No Conflict . The execution and delivery of this Agreement and the other Transaction Documents by each Contributor does not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not: (a) conflict with any of the terms, conditions or provisions of the Organizational Documents of the Partnership or any of its Subsidiaries; (b)

conflict with any provision of any Law applicable to the Partnership or any of its Subsidiaries; (c) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by any Contract to which the Partnership or any of its Subsidiaries is a party or by which any of their respective property is subject; (d) result in the creation of, or afford any person the right to obtain, any Lien on the property or assets of the Partnership or any of its Subsidiaries; or (e) result in the revocation, cancellation, suspension, or material modification, singly or in the aggregate, of any Governmental Approval the Partnership or any of its Subsidiaries possesses that is necessary or desirable for the operation of the Business as now conducted, except for any matters described in clauses (b), (c), (d) or (e) above which would not have a Material Adverse Effect.

     7.5 Consents . Other than as described in Sections 4.4 , 5.4 , 6.4 , Schedule 7.5 or paragraph 1 of Schedule 11.7 , no Governmental Approval or consent or approval of any other Person is required to be obtained or made by or with respect to the Partnership or any of its Subsidiaries in connection with (a) the execution, delivery, and performance of this Agreement or the other Transaction Documents or the consummation of the transactions contemplated hereby or thereby or (b) the conduct by the Partnership and its Subsidiaries of the Business following the Closing as was conducted prior to the Closing, other than consents as to which the failure to obtain would not have a Material Adverse Effect.

     7.6 Laws and Regulations; Litigation . Schedule 7.6 sets forth a list as of the date of this Agreement of all pending Litigation with respect to which the Partnership or any of its Subsidiaries has been contacted in writing by counsel for the plaintiff or claimant, against or affecting the Partnership or any of its Subsidiaries or any of their respective properties, assets, operations or the Business and that (i) would individually, or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) seek any injunctive relief reasonably expected to have a Material Adverse Effect. Except as set forth in Schedule 7.6 , (i) neither the Partnership nor any of its Subsidiaries is in violation of or in default under any Order applicable to it, and (ii) there is no Litigation pending or, to Contributors’ Knowledge, threatened against or affecting the Partnership or any of its Subsidiaries or any of their respective properties or assets, at law or in equity, or before or by any Governmental Entity having jurisdiction over the Partnership or any of its Subsidiaries or that questions the validity or enforceability of this Agreement or the other Transaction Documents. Except as set forth in Schedule 7.6 , as of the date of this Agreement there is no Litigation initiated by the Partnership or any of its Subsidiaries that is pending against any other Person.

     7.7 Financial Statements . Schedule 7. 7 contains a true and correct copy of the following financial statements (the “ Financial Statements ”): (a) audited balance sheets of the Partnership (the “ Balance Sheets ”) as of December 31, 2005 and statements of income, statements of cash flows and statements of changes in partners’ equity, together with the notes thereto and the related audit report thereon, for the Partnership for the 12 month period ending on December 31, 2005 and (b) unaudited Balance Sheets as of the Balance Sheet Date and statements of income, statements of cash flows and statements of changes in partners’ equity for the Partnership for the 12 month period ending on the Balance Sheet Date. The Financial Statements (including any related notes and schedules) fairly present in all material respects the financial condition of the Partnership and its Subsidiaries as of and at the respective dates and the

results of operations for the respective periods covered thereby and have been prepared in accordance with GAAP. The Financial Statements have been prepared in accordance with the books and records of the Partnership and its Subsidiaries which have been maintained in a manner consistent with historical practice. The Financial Statements reflect the consistent application of GAAP throughout the periods involved. At the Closing, the 2006 Audited Financial Statements (i) will fairly present in all material respects the financial condition of the Partnership and its Subsidiaries as of and at the respective dates and the results of operations for the respective periods covered thereby and will have been prepared in accordance with GAAP, (ii) will have been prepared in accordance with the books and records of the Partnership and its Subsidiaries which will have been maintained in a manner consistent with historical practice, and (iii) will reflect the consistent application of GAAP throughout the periods involved. The Partnership maintains books and records reflecting in all material respects its assets and liabilities and that in reasonable detail accurately and fairly reflect in all material respects the transactions and dispositions of the assets of the Partnership, and maintains procedures that provide reasonable assurance that (i) transactions have been (and will be through the Closing Date) executed with management’s authorization; and (ii) transactions are recorded as necessary to permit preparation of the financial statements of the Partnership and to maintain accountability for the assets of the Partnership, in each case in accordance with GAAP.

     7.8 No Adverse Changes . Except as set forth in Schedule 7.8 , since the Balance Sheet Date there have been no changes in the assets, liabilities, business, financial condition or results of operations of the Partnership or any of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect and the Business has been conducted in the ordinary course consistent with past practice.

     7.9 No Undisclosed Liabilities . Except as set forth on Schedule 7.9 , the Partnership and its Subsidiaries have no Indebtedness, obligation or liability of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described on the Financial Statements or in the notes thereto in accordance with GAAP, that (a) is not shown on the Financial Statements or the notes thereto or (b) was not incurred in the ordinary course of business since the Balance Sheet Date.

     7.10 Taxes .

          (a) Except as set forth in Schedule 7.10(a) , (i) all Tax Returns required to be filed by or with respect to the Partnership and its Subsidiaries have been duly filed on a timely basis (taking into account all extensions of due dates) and such Tax Returns are true, correct and complete in all material respects; (ii) all Taxes owed by the Partnership and its Subsidiaries which are or have become due have been timely paid in full or adequately reserved against in the Financial Statements or the Effective Date Balance Sheet; (iii) there are no Liens for Taxes on any of the assets of the Partnership or any of its Subsidiaries, other than Permitted Liens; (iv) there is not in force any extension of time with respect to the due date for the filing of any Tax Return of or with respect to the Partnership or any of its Subsidiaries nor is there any outstanding agreement or waiver by or with respect to the Partnership or any of its Subsidiaries extending the period for assessment or collection of any Tax; (v) neither the Partnership nor any of its Subsidiaries has any liability for the Taxes of any Person (other than the Partnership and its

Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract, or otherwise, and (vi) there is no pending or, to the Knowledge of Contributors, threatened action, audit, request for ruling, proceeding or investigation for assessment or collection of Taxes and no Tax assessment, deficiency or adjustment has been asserted or proposed with respect to the Partnership or any of its Subsidiaries.

          (b)  Schedule 7.10(b) contains a true and complete copy of each written Tax allocation or sharing agreement and a true and complete description of each unwritten Tax allocation or sharing arrangement affecting the Partnership or any of its Subsidiaries, other than the Organizational Documents of the Subsidiaries of the Partnership and the Gathering Operating Agreement. All Tax allocation or sharing arrangements on Schedule 7.10(b) will be terminated effective as of the Closing Date, and no payments will become due by the Partnership or any of its Subsidiaries thereafter.

          (c) The Partnership and each of its Subsidiaries is classified as a partnership for federal income tax purposes.

          (d) This Section 7.10 is the sole and exclusive representation and warranty of the Contributors in this Article 7 regarding matters arising under or with respect to Taxes.

     7.11 Labor Matters; Employee Benefits.

          (a) None of the Partnership or any of its Subsidiaries is a party to or bound by any collective bargaining agreement with respect to any of their respective employees and, to the Knowledge of Contributors, there are no union organizing efforts underway with respect to any such employees and there have been no actual or threatened work stoppages or other labor disputes or controversies with respect to any of such employees. Within ten (10) days after the execution of this Agreement, Contributors shall deliver to Copano a listing of all employees employed by the Partnership and each of its Subsidiaries and all employees of the Contributors who provide services to the Partnership or its Subsidiaries as of the date of this Agreement. The foregoing described listing shall set forth the name, job title, employment classification (salaried or hourly), employer name, and work location of each such employee.

          (b)  Schedule 7.11(b) sets forth a correct and complete list of all Company Benefit Plans. Schedule 7.11(b) also sets forth a correct and complete list all vacation pay and severance pay plans, policies, programs and agreements and all other material employment policies, agreements or arrangements which are not Company Benefit Plans (“Benefit Program or Agreement”). True, correct, and complete copies of each of the Company Benefit Plans, and related trusts, if applicable, including all amendments thereto, have been made available to Copano. There has also been made available to Copano, with respect to each Company Benefit Plan required to file or distribute such report and description, the most recent report on Form 5500 and the summary plan description. True, correct, and complete copies or descriptions of all Benefit Programs and Agreements have also been made available to Copano.

          (c) All Company Benefit Plans that are intended to be qualified under Code Section 401(a) and any trust agreement that is intended to be tax exempt under Code Section

501(a) have been determined by the Internal Revenue Service to be qualified under Code Section 401(a) and exempt from taxation under Code Section 501(a) or have been established under one or more prototype plans or arrangements for which the Internal Revenue Service has issued to the prototype sponsor favorable opinion letter(s) having similar effect and upon which the Partnership may rely and, to the Knowledge of Contributors, nothing has occurred that would adversely affect the qualification of any such plan. With respect to the Company Benefit Plans: (i) each Company Benefit Plan and any related trust subject to ERISA complies in all material respects with and has been administered in substantial compliance with, (A) the provisions of ERISA, (B) all provisions of the Code, (C) all other applicable laws; (ii) the Partnership has not received any written notice from any Governmental Entity questioning or challenging such compliance; (iii) there are no unresolved claims or disputes under the terms of, or in connection with, the Company Benefit Plans or any of their assets other than claims for benefits which are payable in the ordinary course; (iv) there has not been any non-exempt “prohibited transaction” (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Company Benefit Plan; (v) no litigation has been commenced with respect to any Company Benefit Plan or its assets and, to the Knowledge of Contributors, no such litigation is threatened (other than routine claims for benefits in the normal course); (vi) there are no matters pending or, to the Knowledge of Contributors, threatened in connection with any Company Benefit Plan before the Internal Revenue Service, the Department of Labor, the Pension Benefit Guaranty Corporation or any other Governmental Entity; (vii) to the Knowledge of Contributors, there are not any facts that could give rise to any liability in the event of any governmental audit or investigation with respect to any Company Benefit Plan or any Benefit Program or Agreement; (viii) as to any Company Benefit Plan intended to be qualified under Section 401(a) of the Code, there has been no termination or partial termination of the Plan within the meaning of Section 411(d)(3) of the Code; (ix) no Company Benefit Plan is funded through a trust intended to be exempt from federal income taxation pursuant to Section 501(c)(9) of the Code; and (x) the Partnership and its Subsidiaries, as applicable, have substantially performed all obligations, whether arising by operation of law or by contract, required to be performed by them in connection with the Company Benefit Plans and the Benefit Programs or Agreements, and, to the Knowledge of the Contributors, there have been no defaults or violations by any other party to the Company Benefit Plans or Benefit Programs or Agreements;

          (d) Neither the Partnership nor any ERISA Affiliate sponsors, maintains or contributes to any plan, program or arrangement that provides for post-retirement or other post-employment welfare benefits (other than health care continuation coverage as required by COBRA or other applicable law).

          (e) None of the Partnership, its Subsidiaries or any of their respective ERISA Affiliates has ever maintained, established, sponsored, participated in, contributed to, or had an obligation to contribute to, any defined benefit plan (as defined in ERISA Section 3(35)) subject to Title IV of ERISA or Section 412 of the Code or any “multiemployer plan” (as defined in ERISA Sections 4001(a)(3) and 3(37)(A)).

          (f) Except as may be required by applicable law, or as contemplated under this Agreement, the Partnership has no plan nor any commitment to create any additional Company Benefit Plans, maintain any Company Benefit Plans or Benefit Programs or Agreements, or to amend or modify any existing Company Benefit Plan in such a manner as to

materially increase the cost of such Company Benefit Plan. Except for any increases for medical, dental and disability benefits in accordance with the normal operation of such respective plans and programs, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not (A) require the Partnership or any of its Subsidiaries to make a larger contribution to, or pay greater benefits or provide other rights under, any Company Benefit Plan or Benefit Program or Agreement than they otherwise would, whether or not some other subsequent action or event would be required to cause such payment or provision to be triggered, or (B) create or give rise to any additional vested rights or service credits under any Company Benefit Plan or Benefit Program or Agreement.

          (g) This Section 7.11 is the sole and exclusive representation and warranty of the Contributors regarding matters arising under or with respect to Company Benefit Plans.

     7.12 Environmental . Except as set forth in Schedule 7.12 and except for matters that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, to the Contributors’ Knowledge: (a) the Partnership and its Subsidiaries and their respective properties and operations are in compliance with all applicable Environmental Laws; (b) the Partnership and its Subsidiaries and their respective properties and operations are not subject to any existing, pending or threatened action, suit, investigation, inquiry or proceeding by or before any Governmental Entity pursuant to any Environmental Law; (c) all Permits required to be obtained or filed under applicable Environmental Laws by the Partnership or any of its Subsidiaries or with respect to its properties or operations have been obtained or filed and are valid and currently in full force and effect; (d) there has been no release of any Hazardous Material, pollutant or contaminant into the environment in connection with the properties or operations of the Partnership or any of its Subsidiaries as to which remedial or corrective action is required under Environmental Laws; which has not been corrected; (e) there has been no exposure of any person to any Hazardous Material, pollutant or contaminant in connection with the properties or operations of the Partnership or any of its Subsidiaries that could reasonably be expected to form the basis of a claim for damages or compensation; and (f) the Partnership has made available to Copano all internal and external environmental audits and studies and all correspondence on substantial environmental matters (in each case relevant to the Partnership or any of its Subsidiaries or their respective properties or operations) in the possession of or otherwise available to the Partnership. This Section 7.12 is the sole and exclusive representation and warranty of the Contributors regarding matters arising under or with respect to Environmental Laws or Hazardous Materials.

     7.13 Material Contracts .

          (a)  Schedule 7.13(a) contains a complete and accurate list of all Contracts (other than the Partnership Agreement) of the following categories to which the Partnership or any of its Subsidiaries is a party or by which it or any of their respective properties or assets is bound as of the date of this Agreement (each, a “ Material Contract ”):

               (i) (1) Contracts for the purchase of materials, supplies, or equipment, (2) employment, severance, change in control, retention, profit sharing, management, service, commission, consulting, or other similar types of Contracts or (3) advertising Contracts, in any such case that have an aggregate future liability to any Person (other than the Partnership or any

of its Subsidiaries) in excess of $50,000 in any twelve (12) month period or are not terminable by the Partnership or any of its Subsidiaries by notice of not more than 30 days;

               (ii) material licenses, options, or other agreements relating in whole or in part to the Intellectual Property (including any license or other agreement under which the Partnership or any of its Subsidiaries is licensee or licensor of any such Intellectual Property) excluding any agreements relating to the real property of the Partnership or any of its Subsidiaries and seismic studies performed therefore;

               (iii) Contracts (including so-called take-or-pay or keepwell agreements) under which any Person (including the Partnership and its Subsidiaries) has directly or indirectly guaranteed indebtedness, liabilities, or obligations of any Person (in each case other than endorsements for the purpose of collection in the ordinary course of business) and, for each such guaranty, (A) whether the obligation covered by that guaranty relates to any Contributor or its Affiliate and (B) if the guaranty is secured by a Lien on any property or other asset of the Partnership or any of its Subsidiaries, the nature of that security;

               (iv) Contracts under which the Partnership or any of its Subsidiaries has, directly or indirectly, made any advance, loan, extension of credit (other than in the ordinary course of business), or capital contribution to, or other investment in, any Person, in any such case that, individually, is in excess of $50,000;

               (v) (1) Contracts pertaining to the purchase and sale of natural gas in all its forms and all other hydrocarbons (including crude oil and other liquid products) having a term of more than twenty-seven days or involving the payment or receipt of more than $100,000 per month per well of cash or other value; and (2) Contracts pertaining to the processing, treating, compression, gathering, storage, exchange, transportation or transmission of natural gas in all its forms and all other hydrocarbons (including liquid products) involving the payment or receipt of more than $50,000 per month per well of cash or other value;

               (vi) Contracts, Leases or easements involving yearly rental payments or receipts in excess of $50,000;

               (vii) all promissory notes, loans, agreements, indentures, evidences of indebtedness or other instruments providing for the lending of money, whether as borrower, lender or guarantor, in excess of $50,000 and all related security agreements or similar agreements associated therewith;

               (viii) Contracts containing covenants limiting the freedom of the Partnership or any of its Subsidiaries to engage in any line of business or compete with any person or operate at any location or relating to confidentiality obligations;

               (ix) Contracts for the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets with a value in excess of $50,000 (other than inventory) or equity interests of any Person (including, without limitation, the Partnership);

               (x) Contracts between the Partnership or any of its Subsidiaries, on one hand, and any of the Contributors or any Affiliate of the Contributors (or any current or

former officer, director or employee of the Contributors or any Affiliate of the Contributors) on the other hand and any contracts between the Contributors or any Affiliate of the Contributors, on the one hand, and any current or former officer, director or employee of the Contributors or any Affiliate of the Contributors who provide services with respect to the Partnership or any of its Subsidiaries, on the other hand;

               (xi) Contracts pertaining to the ownership, operation, or maintenance of any and all facilities of the Partnership or its Subsidiaries involving the payment in excess of $50,000 in any twelve (12) month period;

               (xii) to the extent not otherwise listed on Schedule 7.13 or arising under any Lease or any assignment of rights under or relating to any Lease, Contracts the primary purpose of which are to require the Partnership or any of its Subsidiaries to indemnify or otherwise make whole any person with an indemnification or make whole obligation having a value in excess of $100,000;

               (xiii) Contracts with respect to any hedging, swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions;

               (xiv) Contracts not entered into in the ordinary course of business;

               (xv) Contracts creating a partnership or joint venture relationship with any third party, or similar relationship in which the Partnership or any of its Subsidiaries has agreed to share profits, losses, costs or liabilities arising from a common enterprise with any other Person; and

               (xvi) Any other Contract under which the consequence of a default or termination would reasonably be expected to have a Material Adverse Effect.

          (b) True and complete copies of the Material Contracts have been made available to Copano. Except as set forth in Schedule 7.13(b) , neither the Partnership nor any of its Subsidiaries, and, to Contributors’ Knowledge no other party is, in default under, or in breach or violation of (and to Contributors’ Knowledge, no event has occurred which, with notice or the lapse of time or both, would constitute a default under, or a breach or violation or lapse of) any term, condition or provision of any Material Contract except for defaults, breaches, violations or events which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

          (c) Other than Material Contracts which have terminated or expired in accordance with their terms, each of the Material Contracts constitutes valid, binding and enforceable obligations of the Partnership or its applicable Subsidiary, enforceable in accordance with their respective terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law)).

     7.14 Assets Other than Real Property Interests . Schedule 7.14 sets forth a true and complete list of all compressors owned or leased by the Partnership or any of its Subsidiaries, and all other tangible personal property owned or leased by the Partnership or any of its Subsidiaries with a book value in excess of $100,000. The Partnership and its Subsidiaries own or lease the tangible personal property set forth in Schedule 7.14 , in each case free and clear of all Liens other than Permitted Liens. The Partnership and its Subsidiaries own or lease tangible personal property which, to the Contributors’ Knowledge, is sufficient for the conduct of the Business as presently conducted, and operate such property in compliance with all applicable Laws, except for the non-compliance of which could not have a Material Adverse Effect.

     7.15 Intellectual Property . Schedule 7.15 sets forth a true and complete list of all material Intellectual Property owned, used, filed by or licensed to the Partnership or any of its Subsidiaries. Except as set forth on Schedule 7.15 , the Partnership and its Subsidiaries own or license, and the Partnership and its Subsidiaries have the right to use, execute, reproduce, display, perform, modify, enhance, distribute, prepare derivative works of and sublicense, without payment to or claim of infringement by any other person, all Intellectual Property listed on Schedule 7.15 in the manner in which the Partnership and its Subsidiaries currently utilize such Intellectual Property in the Business, as applicable, and the consummation of the transactions contemplated hereby will not conflict with, alter or impair or require the consent of any person with respect to any such rights, in each case, except as such, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

     7.16 Licenses; Permits . Schedule 7.16 sets forth a true and complete list, as of the date of this Agreement, of all licenses, permits and authorizations issued or granted to the Partnership or any of its Subsidiaries by Governmental Entities that are necessary for the conduct of the Business and the ownership or lease and the operation of its properties and other assets of the Partnership and its Subsidiaries, other than any such licenses, permits and authorizations, the failure which to have would not, individually or in the aggregate have a Material Adverse Effect. The Partnership and its Subsidiaries have complied in all material respects with all terms and conditions thereof.

     7.17 Insurance . The insurance policies maintained with respect to the Partnership and its Subsidiaries and their respective assets and properties owned and maintained by the Partnership, any of its Subsidiaries or the Contributors are listed on Schedule 7.17 . All such policies are in full force and effect, all premiums due and payable thereon have been paid, and no notice of cancellation or termination has been received with respect to any such policy that has not been replaced on substantially similar terms prior to the date of such cancellation. To the Knowledge of Contributors, the activities and operations of the Partnership and its Subsidiaries have been conducted in a manner so as to conform in all material respects to all applicable provisions of such insurance policies. None of the insurance policies listed on Schedule 7.17 contain any provision that would affect the rights of the Partnership or any of its Subsidiaries under such insurance policies upon or as a result of the consummation of the transactions contemplated by this Agreement.

     7.18 Brokerage Arrangements . Neither the Partnership nor any of its Subsidiaries has entered into any agreement with any person, firm or corporation that would obligate Copano, the Partnership or any of its Subsidiaries to pay any commission, brokerage or “finder’s fee” or other fee in connection with this Agreement or the transactions contemplated herein.

     7.19 Real Property . Except as set forth on Schedule 7.19 , neither the Partnership nor any of its Subsidiaries has received written notice of, and the Contributors have no Knowledge of, any claims or disputes which challenge the rights of the Partnership or any of its Subsidiaries to use, or alleges a breach or default of agreements granting the Partnership or any of its Subsidiaries rights to, pipeline easements, rights-of-way, licenses and land use permits. Notwithstanding the foregoing, it is expressly acknowledged and agreed that no representations or warranties are made pursuant to this Section 7.19 with respect to the Inactive Operations of the Partnership.

     7.20 Compliance with Laws . The Partnership and its Subsidiaries are in compliance with all applicable Laws except where the failure to comply would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Contributors, the Partnership nor any Subsidiary of the Partnership has received any written communication from any Governmental Entity or other Person that alleges that the Business may not be in compliance under any applicable Law and, to Contributors’ Knowledge, there are no investigations or reviews pending or threatened by any Governmental Entity relating to any alleged violation arising out of the operation of the Business.

     7.21 Affiliate Relationships . Except as set forth in Schedule 7.21 , none of the Contributors nor any of their respective officers, directors, managers, members, partners or Affiliates (i) owns any asset, tangible or intangible, that is used in the Business and (ii) is or has within the past 12 months been a party to or has, or had a financial interest in any Contract or other arrangement (written or oral) with the Partnership or any of its Subsidiaries.

     7.22 Bankruptcy . There are no bankruptcy, reorganization or receivership proceedings pending or planned by any Contributor or the Partnership or any of its Subsidiaries with respect to any of their respective assets or, to Contributors’ Knowledge, being threatened against any Contributor or the Partnership or any of its Subsidiaries.

     7.23 Governmental Regulation . Neither the Partnership nor any of its Subsidiaries, as the Business is currently operated, is subject to regulation under the Public Utility Holding Company Act of 2005, the Federal Power Act, the Interstate Commerce Act, the Natural Gas Act, the Investment Company Act of 1940 or any state public utilities laws.

     7.24 Compressor Locations . Schedule 7.24 lists all real property upon which is located each compressor station, CO2 treating station, pump station and/or receipt station used by the Partnership or its Subsidiaries in the Business.

ARTICLE 8

REPRESENTATIONS AND WARRANTIES OF COPANO

     Copano hereby represents and warrants to the Contributors that the following representations and warranties are as of the date hereof true and correct:

     8.1 Organization and Existence . Copano is a limited liability company validly existing and in good standing under the laws of the State of Delaware. Copano has full limited liability company power and authority to own and hold the properties and assets it now owns and holds and to carry on its business as and where such properties are now owned or held and such business is now conducted. Copano is duly licensed or qualified to do business as a foreign limited liability company and is in good standing in the states in which the character of the properties and assets now owned or held by it or the nature of the business now conducted by it requires it to be so licensed or qualified, except where the failure to be so qualified or in good standing would not, singly or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Copano to perform its obligations under this Agreement.

     8.2 Authority and Approval . Copano has the limited liability company power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party, to consummate the transactions contemplated hereby and thereby and to perform all the terms and conditions hereof and thereof to be performed by it. The execution and delivery by Copano of this Agreement and the other Transaction Documents to which it is a party, the performance by Copano of all the terms and conditions hereof and thereof to be performed by it and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite limited liability company action of Copano, and no other limited liability company proceeding on the part of Copano is necessary to authorize this Agreement, the other Transaction Documents to which it is a party or the transactions contemplated herein or therein. This Agreement and the other Transaction Documents to which Copano is a party constitute or, if not yet executed, will at Closing constitute the valid and binding obligations of Copano, enforceable in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).

     8.3 Brokerage Arrang