CLASS B UNIT AND COMMON UNIT PURCHASE AGREEMENT

CLASS B UNIT AND
COMMON UNIT PURCHASE AGREEMENT

CLASS B UNIT AND COMMON UNIT PURCHASE AGREEMENT, dated as of June 17, 2005 (this “ Agreement ”), by and among COPANO ENERGY, L.L.C., a Delaware limited liability company (“ Copano ”), and each of KAYNE ANDERSON MLP INVESTMENT COMPANY (“ KAMIC ”), RCH ENERGY MLP FUND LP (“ RCH ”), RCH ENERGY MLP FUND-A LP (“ RCH-A ”), TORTOISE ENERGY INFRASTRUCTURE CORPORATION (“ TEIFC ”), TORTOISE ENERGY CAPITAL CORPORATION (“ TECC ”), GOLDMAN, SACHS & CO., on behalf of Principal Strategies Group (“ Goldman ”), ENERGY INCOME AND GROWTH FUND (“ EIGF ”), FIDUCIARY/CLAYMORE MLP OPPORTUNITY FUND (“ FCMOF ”), ALERIAN OPPORTUNITY PARTNERS LP (“ AOP ”), ALERIAN CAPITAL PARTNERS LP (“ ACP ”), STROME HEDGECAP, LP (“ SH ”), STROME ALPHA, LP (“ SA ”) AND STROME FAMILY FOUNDATION (“ SFF ”) (each of KAMIC, RCH, RCH-A, TEIFC, TECC, EIGF FCMOF, AOP, ACP and SH, SA and SFF a “ Purchaser ” and collectively, the “ Purchasers ”).

WHEREAS, simultaneously with the execution of this Agreement, Copano is entering into a definitive purchase agreement to acquire, directly or indirectly, 100% of the outstanding membership interests in ScissorTail Energy, LLC, a Delaware limited liability company, from Hamilton ScissorTail LLC, a Colorado limited liability company, and ScissorTail Holdings, LLC, a Delaware limited liability company (the “ ScissorTail Acquisition ”);

WHEREAS, Copano desires to finance a portion of the ScissorTail Acquisition through the sale of an aggregate of $175,002,090 of Class B Units and Common Units and Purchasers desire to purchase an aggregate of $175,002,090 of Common Units and Class B Units from Copano in accordance with the provisions of this Agreement;

WHEREAS, it is a condition to the obligations of Purchasers and Copano under this Agreement that the ScissorTail Acquisition be consummated;

WHEREAS, Copano has agreed to provide Purchasers with certain registration rights with respect to the Purchased Units acquired pursuant to this Agreement; and

WHEREAS, Copano has agreed to deliver or cause be delivered at Closing a Voting Agreement in the form attached as Exhibit F (the “ Unitholder Voting Agreement ”) with Copano Partners Trust, a Delaware statutory trust, DLJ Merchant Banking, and certain officers of Copano, pursuant to which each of such unitholders will unconditionally and irrevocably agree to vote all of the Common Units and Subordinated Units owned by it in favor of the conversion of Class B Units into Common Units as contemplated by Section 5.01 of this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Copano and each of the Purchasers, severally and not jointly, hereby agree as follows:

ARTICLE I
DEFINITIONS

Section 1.01                                 Definitions .  As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated:

“ Acquisition Documents ” means the ScissorTail Purchase Agreement and the ScissorTail Financing Commitment.

“ Action ” against a Person means any lawsuit, action, proceeding, investigation or complaint before any Governmental Authority, mediator or arbitrator.

“ Affiliate ” means, with respect to a specified Person, any other Person, whether now in existence or hereafter created, directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person.  For purposes of this definition, “control” (including, with correlative meanings, “controlling,” “controlled by,” and “under common control with”) means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“ Basic Documents ” means, collectively, this Agreement, the Registration Rights Agreement, the Unitholder Voting Agreement and any and all other agreements or instruments executed and delivered by the Parties on even date herewith, or any amendments, supplements, continuations or modifications thereto.

“ Business Day ” means any day other than a Saturday, Sunday, or a legal holiday for commercial banks in Houston, Texas.

“ Class B Amendment ” shall have the meaning specified in Section 2.01(b).

“ Class B Unit Price ” shall have the meaning specified in Section 2.01(c).

“ Class B Units ” means the Class B Units of Copano, as established by the Class B Amendment.

“ Closing ” shall have the meaning specified in Section 2.02.

“ Closing Date ” shall have the meaning specified in Section 2.02.

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

“ Commitment Amount ” means the amount set forth opposite each Purchaser’s name on Schedule 2.01 to this Agreement.

“ Commitment Date ” means the date of this Agreement.

“ Common Units ” means the Common Units of Copano representing limited liability company interests.

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“ Common Unit Price ” shall have the meaning specified in Section 2.01(c).

“ Confidential Information ” means all oral or written information, documents, records and data relating to the ScissorTail Acquisition (including as referenced in this Agreement) that Copano or its Representatives furnish or otherwise disclose to a Purchaser or any of its Representatives, together with all copies, extracts, analyses, compilations, studies, memoranda, notes or other documents, records or data (in whatever form maintained, whether documentary, computer or other electronic storage or otherwise) prepared by any Person that contain or otherwise reflect or are generated from such information, documents, records or data.  The term “Confidential Information” does not include any information that (a) at the time of disclosure or thereafter is generally available to the public (other than as a result of a disclosure by a Purchaser or its Representatives), (b) is developed by a Purchaser or any of its Representatives, independent of, and without reliance in whole or in part on, any Confidential Information or any knowledge of Confidential Information, (c) becomes available to a Purchaser or its Representatives on a non-confidential basis from a source other than Copano or its Representatives who, insofar as is known to the recipient after reasonable inquiry, is not prohibited from transmitting the information to the recipient by a contractual, legal, fiduciary or other obligation to Copano or (d) was available to a Purchaser or its Representatives on a non-confidential basis prior to its disclosure to a Purchaser or its Representatives by Copano or its Representatives.

“ Copano ” means Copano Energy, L.L.C., a Delaware limited liability company.

“ Copano Financial Statements ” means the financial statement or statements described or referred to in Section 3.03.

“ Copano Material Adverse Effect ” means any material and adverse effect on (i) the assets, liabilities, financial condition, business, operations, prospects or affairs of Copano and its Subsidiaries, taken as a whole, measured against those assets, liabilities, financial condition, business, operations, prospects or affairs reflected in the Copano SEC Documents, (ii) the ability of Copano and its Subsidiaries, taken as a whole, to carry out their business as of the date of this Agreement or to meet their obligations under the Basic Documents on a timely basis, or (iii) the ability of Copano to consummate the transactions under any Basic Document.

“ Copano Related Party ” shall have the meaning specified in Section 7.02.

“ Copano SEC Documents ” shall have the meaning specified in Section 3.03.

“ Delaware LLC Act ” shall have the meaning specified in Section 3.02(a).

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

“ GAAP ” means generally accepted accounting principles in the United States of America in effect from time to time.

“ Governmental Authority ” shall include the country, state, county, city and political subdivisions in which any Person or such Person’s Property is located or which exercises valid

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jurisdiction over any such Person or such Person’s Property, and any court, agency, department, commission, board, bureau or instrumentality of any of them and any monetary authorities that exercise valid jurisdiction over any such Person or such Person’s Property. Unless otherwise specified, all references to Governmental Authority herein shall mean a Governmental Authority having jurisdiction over, where applicable, Copano, its Subsidiaries or any of their Property or any of the Purchasers.

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

“ Indemnified Party ” shall have the meaning specified in Section 7.03.

“ Indemnifying Party ” shall have the meaning specified in Section 7.03.

“ Law ” means any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation.

“ Lien ” means any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, and including but not limited to the lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes.  For the purpose of this Agreement, a Person shall be deemed to be the owner of any Property that it has acquired or holds subject to a conditional sale agreement, or leases under a financing lease or other arrangement pursuant to which title to the Property has been retained by or vested in some other Person in a transaction intended to create a financing.

“ Limited Liability Company Agreement ” shall have the meaning specified in Section 2.01(a).

“ Lock-Up Date ” means 90 days from the Closing Date.

“ Parties ” means Copano and the Purchasers.

“ Person ” means any individual, corporation, company, voluntary association, partnership, joint venture, trust, limited liability company, unincorporated organization or government or any agency, instrumentality or political subdivision thereof, or any other form of entity.

“ Property ” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

“ Purchase Price ” means the Common Unit Price and the Class B Unit Price.

“ Purchased Class B Units ” means the Class B Units to be issued and sold to the Purchasers pursuant to this Agreement.

“ Purchased Common Units ” means the Common Units to be issued and sold to the Purchasers pursuant to this Agreement.

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“ Purchased Units ” means the Purchased Class B Units and the Purchased Common Units.

“ Purchaser Material Adverse Effect ” means any material and adverse effect on (i) the ability of a Purchaser to meet its obligations under the Basic Documents on a timely basis or (ii) the ability of a Purchaser to consummate the transactions under any Basic Document.

“ Purchaser Related Party ” shall have the meaning specified in Section 7.01.

“ Purchasers ” has the meaning set forth in the introductory paragraph.

“ Reference Price ” means $29.37.

“ Registration Rights Agreement ” means the Registration Rights Agreement, substantially in the form attached to this Agreement as Exhibit D , to be entered into at the Closing, between Copano and the Purchasers.

“ Representatives ” of any Person means the officers, directors, employees, agents and other representatives of such Person.

“ ScissorTail Acquisition ” shall have the meaning specified in the recitals.

“ ScissorTail Closing Date ” means the date on which the ScissorTail Acquisition is consummated.

“ ScissorTail Purchase Agreement ” means the Membership Interest Purchase Agreement among ScissorTail Energy, LLC, Hamilton ScissorTail LLC, ScissorTail Holdings, LLC, and Copano dated June 20, 2005, in the form attached hereto as Exhibit G, pursuant to which the parties thereto will consummate the ScissorTail Acquisition.

“ ScissorTail Financing Commitment ” means the Commitment Letter between Bank of America, N.A., Banc of America Securities LLC, Banc of America Bridge LLC and Copano, dated June 17, 2005, in the form attached hereto as Exhibit H , pursuant to which the lenders thereunder will commit to provide the debt financing necessary to consummate the ScissorTail Acquisition.

“ Second Quarter Distribution ” shall have the meaning specified in Section 5.02.

“ Securities Act ” means the Securities Act of 1933, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

“ Subsidiary ” means, as to any Person, any corporation or other entity of which at least a majority of the outstanding equity interest having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation or other entity (irrespective of whether or not at the time any equity interest of any other class or classes of such corporation or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more of its Subsidiaries.

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“ Unitholders ” means the Common Unitholders and Subordinated Unitholders of Copano.

Section 1.02                                 Accounting Procedures and Interpretation .  Unless otherwise specified in this Agreement, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters under this Agreement shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Purchasers under this Agreement shall be prepared, in accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited statements, as permitted by Form 10-Q promulgated by the Commission) and in compliance as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto.

ARTICLE II
SALE AND PURCHASE

Section 2.01                                 Sale and Purchase .  Contemporaneous with the consummation of the ScissorTail Acquisition and subject to the terms and conditions of this Agreement, at the Closing (as defined in Section 2.02 below) Copano hereby agrees to sell to each Purchaser, and each Purchaser hereby agrees, severally and not jointly, to purchase from Copano, the number of Purchased Common Units and Purchased Class B Units, respectively, determined pursuant to paragraphs (a) and (b) below of this Section 2.01, and each Purchaser agrees to pay Copano the Common Unit Price for each Purchased Common Unit and the Class B Unit Price for each Purchased Class B Units, in each case, as set forth in paragraph (c) below of this Section 2.01.  The obligation of each Purchaser under this Agreement is independent of the obligation of each other Purchaser, and the failure or waiver of performance by any Purchaser does not excuse performance by any other Purchaser; provided, however, that, if (i) the number of Purchased Units to be purchased by Goldman at Closing would represent more than 9% of the issued and outstanding number of Common Units and Class B Units (counted together for this purpose) as of immediately after the Closing or (ii) the number of Common Units to be purchased by Goldman at Closing would represent more than 9% of the issued and outstanding number of Common Units as of immediately after the Closing, then, and only upon Goldman’s request, in the case of clause (i), the number of Common Units and Class B Units to be purchased by Goldman (and its respective aggregate Purchase Prices in respect thereof) shall be reduced pro rata (based on the number of Common Units and Class B Units Goldman would otherwise be required to purchase) by the minimum amount necessary such that Goldman’s Purchased Units would not represent more than 9% of the issued and outstanding number of Common Units and Class B Units (counted together for this purpose) as of immediately after the Closing, and/or, in the case of clause (ii), the number of Common Units to be purchased by Goldman (and its aggregate Purchase Price in respect thereof) shall be reduced, and the number of Class B Units to be purchased by Goldman (and its aggregate Purchase Price in respect thereof) shall be increased, by the minimum amount necessary such that Goldman’s Purchased Common Units would not represent more than 9% of the issued and outstanding number of Common Units as of immediately after the Closing.

(a)                                   Common Units .  Subject to the proviso contained in the first paragraph of this Section 2.01, the number of Purchased Common Units to be issued and sold to each Purchasers shall be equal to the quotient determined by dividing (i) the Commitment Amount for

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such Purchaser under the column entitled “Common Units” on Schedule 2.01 by (ii) the Common Unit Price (as defined in Section 2.01(c) below), which quotient shall be rounded, if necessary, down to the nearest whole number. The Purchased Common Units shall have those rights, preferences, privileges and restrictions governing the Common Units as set forth in the Second Amended and Restated Limited Liability Company Agreement of Copano, dated as of November 15, 2004 (the “ Limited Liability Company Agreement ”), as amended by an amendment to the Limited Liability Company Agreement, in all material respects in the form of Exhibit A to this Agreement, which Copano will cause to be adopted immediately prior to the issuance and sale of Class B Units contemplated by this agreement (the “ Class B Amendment ”).

(b)                                  Class B Units .  Subject to the proviso contained in the first paragraph of this Section 2.01, the number of Purchased Class B Units to be issued and sold to each Purchaser shall be equal to the quotient determined by dividing (i) the Commitment Amount for such Purchaser under the column entitled “Common Units” on Schedule 2.01 by (ii) the Class B Unit Price (as defined in Section 2.01(c) below), which quotient shall be rounded, if necessary, down to the nearest whole number. The Purchased Class B Units shall have those rights, preferences, privileges and restrictions governing the Class B Units, which shall be reflected in the Limited Liability Company Agreement, as amended by the Class B Amendment.

(c)                                   Consideration .  The amount per Common Unit each Purchaser will pay to Copano to purchase the Purchased Common Units (the “ Common Unit Price ”) shall be $28.78.  The amount per Class B Unit each Purchaser will pay to Copano to purchase the Purchased Class B Units (the “ Class B Unit Price ”) shall be $28.05. 

Section 2.02                                 Closing .  The execution and delivery of the Basic Documents (other than this Agreement), delivery of certificates representing the Purchased Units, payment by each Purchaser of the Purchase Price and execution and delivery of all other instruments, agreements, and other documents required by this Agreement (the “ Closing ”) shall take place on a date (the “ Closing Date ”) concurrent with the ScissorTail Closing Date, but on or prior to September 30, 2005, provided that Copano shall have given each Purchaser ten (10) Business Days (or such shorter period as shall be agreeable to the Parties) prior written notice of such designated closing date, at the offices of Vinson & Elkins L.L.P., 1001 Fannin, Suite 2300, Houston, Texas 77002.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF COPANO

Copano represents and warrants to the Purchasers, on and as of the date of this Agreement and on and as of the Closing Date,  as follows:

Section 3.01                                 Corporate Existence .  Copano: (i) is a limited liability company duly organized, legally existing and in good standing under the laws of the State of Delaware; (ii) has all requisite limited liability company power, and has all material governmental licenses, authorizations, consents and approvals, necessary to own its assets and carry on its business as its business is now being conducted as described in Copano’s Annual Report on Form 10-K for the year ended December 31, 2004, except where the failure to obtain such licenses, authorizations, consents and approvals would not reasonably be expected to have a Copano Material Adverse Effect; and (iii) is qualified to do business in all jurisdictions in which the nature of the business

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conducted by it makes such qualifications necessary, except where failure so to qualify would not reasonably be expected to have a Copano Material Adverse Effect.

Section 3.02                                 Capitalization and Valid Issuance of Purchased Units .

(a)                                   As of the date of this Agreement, the issued and outstanding membership interests of Copano consist of 7,076,192 Common Units and 3,519,126 Subordinated Units.  All of the outstanding Common Units and Subordinated Units have been duly authorized and validly issued in accordance with applicable Law and the Limited Liability Company Agreement and are fully paid (to the extent required under the Limited Liability Company Agreement) and nonassessable (except as such nonassessability may be affected by Section 18-607 of the Delaware Limited Liability Company Act (the “ Delaware LLC Act ”).

(b)                                  Other than Copano’s Long-Term Incentive Plan, Copano has no equity compensation plans that contemplate the issuance of Common Units (or securities convertible into or exchangeable for Common Units).  No indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which Copano’s unitholders may vote are issued or outstanding.  Except as set forth in the first sentence of this Section 3.02(b) , as contemplated by this Agreement, or as are contained in the Limited Liability Company Agreement, there are no outstanding or authorized (i) options, warrants, preemptive rights, subscriptions, calls, or other rights, convertible securities, agreements, claims or commitments of any character obligating Copano or any of its Subsidiaries to issue, transfer or sell any limited liability company interests or other equity interest in, Copano or any of its Subsidiaries or securities convertible into or exchangeable for such limited liability company interests or equity interests, (ii) obligations of Copano or any of its Subsidiaries to repurchase, redeem or otherwise acquire any limited liability company interests or equity interests of Copano or any of its Subsidiaries or any such securities or agreements listed in clause (i) of this sentence or (iii) voting trusts or similar agreements to which Copano or any of its Subsidiaries is a party with respect to the voting of the equity interests of Copano or any of its Subsidiaries. 

(c)                                   (i) All of the issued and outstanding equity interests of each of Copano’s Subsidiaries are owned, directly or indirectly, by Copano free and clear of any Liens (except for such restrictions as may exist under applicable Law and except for such Liens as may be imposed under Copano’s or Copano’s Subsidiaries’ credit facilities filed as exhibits to Copano’s SEC Documents), and all such ownership interests have been duly authorized, validly issued and are fully paid (to the extent required in the organizational documents of Copano’s Subsidiaries, as applicable) and non-assessable (except as nonassessability may be affected by Section 6.07 of the Texas Revised Uniform Limited Partnership Act,  Section 18-607 of the Delaware Limited Liability Company Act, Section 17-607 of the Delaware Revised Uniform Limited Partnership Act or the organizational documents of Copano’s Subsidiaries, as applicable) and free of preemptive rights, with no personal liability attaching to the ownership thereof, and (ii) except as disclosed in the Copano SEC Documents, neither Copano nor any of its Subsidiaries own any shares of capital stock or other securities of, or interest in, any other Person, or are obligated to make any capital contribution to or other investment in any other Person.

(d)                                  The Purchased Units and the membership interests represented thereby, will be duly authorized by Copano pursuant to the Limited Liability Company Agreement prior

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to the Closing and, when issued and delivered to the Purchasers against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by applicable Law and the Limited Liability Company Agreement) and nonassessable (except as such nonassessability may be affected by Section 18-607 of the Delaware LLC Act) and will be free of any and all Liens and restrictions on transfer, other than restrictions on transfer under the Limited Liability Company Agreement and under applicable state and federal securities laws and other than such Liens as are created by the Purchasers. 

(e)                                   The Common Units issuable upon conversion of the Class B Units, and the membership interests represented thereby, upon issuance in accordance with the terms of the Class B Units as reflected in the Class B Amendment will be duly authorized by Copano pursuant to the Limited Liability Company Agreement and, subject to receipt of the required unitholder approval, will be validly issued, fully paid (to the extent required by applicable Law and the Limited Liability Company Agreement) and nonassessable (except as such nonassessability may be affected by Section 18-607 of the Delaware LLC Act) and will be free of any and all Liens and restrictions on transfer, other than restrictions on transfer under the Limited Liability Company Agreement and under applicable state and federal securities laws and other than such Liens as are created by the Purchasers. 

(f)                                     The Purchased Common Units, and the Common Units underlying the Purchased Class B Units, have been approved for quotation on The Nasdaq National Market, subject to official notice of issuance.  Copano’s currently outstanding Common Units are quoted on The Nasdaq National Market.

Section 3.03                                 Copano SEC Documents .  Copano has timely filed with the Commission all forms, registration statements, reports, schedules and statements required to be filed by it under the Exchange Act or the Securities Act (all such documents filed on or prior to the date of this Agreement, collectively, the “ Copano SEC Documents ”).  The Copano SEC Documents, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “ Copano Financial Statements ”), at the time filed (in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed Copano SEC Document filed prior to the date of this Agreement) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, (iv) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and (v) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position and status of the business of Copano as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.  Deloitte & Touche LLP is an independent registered public accounting firm with respect to Copano and has not resigned or been dismissed as independent registered public accountants of

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Copano as a result of or in connection with any disagreement with Copano on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

Section 3.04                                 No Material Adverse Change .  Except as set forth in or contemplated by the Copano SEC Documents, and except for the proposed ScissorTail Acquisition, which has been disclosed to, and discussed with, each of the Purchasers, since December 31, 2004, Copano and its Subsidiaries have conducted their business in the ordinary course, consistent with past practice, and there has been no (i) change that has had or would reasonably be expected to have a Copano Material Adverse Effect, other than those occurring as a result of general economic or financial conditions or other developments that are not unique to Copano and its Subsidiaries but also affect other Persons who participate or are engaged in the lines of business of which Copano and its Subsidiaries participate or are engaged, (ii) acquisition or disposition of any material asset by Copano or any of its Subsidiaries or any contract or arrangement therefor, otherwise than for fair value in the ordinary course of business or as disclosed in the Copano SEC Documents, (iii) material change in Copano’s accounting principles, practices or methods, or (iv) incurrence of material indebtedness (other than the incurrence of such indebtedness as is contemplated in connection with the ScissorTail Acquisition).

Section 3.05                                 Litigation .  Except as set forth in the Copano SEC Documents, there is no Action pending or, to the knowledge of Copano, contemplated or threatened against Copano or any of its Subsidiaries or any of their respective officers, directors, properties or assets, which (individually or in the aggregate) reasonably would be expected to have a Copano Material Adverse Effect or which challenges the validity of this Agreement or which would reasonably be expected to adversely affect or restrict Copano’s ability to consummate the transactions contemplated by the Basic Documents and the Acquisition Documents.

Section 3.06                                 No Breach .  The execution, delivery and performance by Copano of the Basic Documents to which it is a party, and the Acquisition Documents and all other agreements and instruments to be executed and delivered by Copano pursuant thereto or in connection with the transactions contemplated by the Basic Documents and the Acquisition Documents, and compliance by Copano with the terms and