Exhibit 10.29
UNITHOLDER VOTING
AGREEMENT
THIS VOTING AGREEMENT (the “
Agreement ”) dated as of August 1, 2005 by and among
Copano Partners Trust, a Delaware statutory trust (“
Copano Partners Trust ”), MBP III AIV, L.P., MBP III
Onapoc Holdings LLC (and together with MBP III AIV, L.P., the
“ CSFB Entities ”), R. Bruce Northcutt, an
individual residing in Spring, Texas (“ Mr. Northcutt
”) and Matthew J. Assiff, an individual residing in Houston,
Texas (“ Mr. Assiff ”).
WHEREAS, reference is made to that
certain Class B Unit and Common Units Purchase Agreement, dated as
of June 17, 2005 (the “ Equity Purchase Agreement
”) by and among Copano Energy, L.L.C., a Delaware limited
liability company (the “ Company ”), and each of
the Purchasers, pursuant to which the Company issued the Purchased
Units to the Purchasers.
WHEREAS, reference is also made to
Section 5.01 of the Equity Purchase Agreement, whereby the Company
agreed to take all action necessary to convene a meeting of its
Unitholders to consider and vote upon the conversion of the
Purchasers’ Class B Units into Common Units (the “
Conversion ”) as soon as practicable, but in any event
not later than 180 days from the Closing Date; and
WHEREAS, each of Copano Partners
Trust, the CSFB Entities, Mr. Northcutt and Mr. Assiff are
beneficial owners of Common Units and Subordinated Units (“
Voting Units ”) representing limited liability company
interests in the Company, and each of then desires to set forth
certain agreements and arrangements related to the voting of such
Voting Units in respect of the conversion of the Class B Units into
Common Units;
NOW, THEREFORE, in consideration of
the premises and the covenants and agreements contained herein, and
for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be
legally bound hereby, the parties hereby agree as
follows:
1.
Effectiveness . The provisions of this Agreement shall
be effective upon the date first written above.
2.
Definitions . Capitalized terms used herein without
definition shall have the meanings given to them in the Equity
Purchase Agreement
3.
Agreement to Vote . At any meeting of the Unitholders
convened to consider and vote upon the Conversion, each of Copano
Partners Trust, the CSFB Entities, Mr. Northcutt and Mr. Assiff
unconditionally and irrevocably agrees to vote all of the
Common Units and Subordinated Units beneficially owned by such
Person on the record date fixed by the Company’s Board of
Directors for any such meeting in favor of the conversion of the
Class B Units into Common Units.
4.
Additional Covenants . As applicable, the parties
shall cause their respective officers, employees and agents to take
all requisite action requested by the Company to carry out their
obligations under this Agreement.
