Exhibit
10.1


 


Execution Version


 


CONTRIBUTION AGREEMENT


 


This Contribution Agreement
(this “Agreement”) is made as of May 24,
2010, by and among Eagle Rock Energy GP, L.P., a Delaware limited partnership (“Eagle Rock GP”) and Eagle Rock
Holdings, L.P., a Texas limited liability partnership (“ERH”
and, together with Eagle Rock GP, the “Contributors”),
and Eagle Rock Energy Partners, L.P., a Delaware limited partnership (the “Partnership”).  Capitalized terms used and not defined in
this Agreement shall have the meanings ascribed to them in the SPGTA (herein
defined).


 


WHEREAS, in accordance with
that certain Amended and Restated Securities Purchase and Global Transaction
Agreement dated as of January 12, 2010 (the “SPGTA”)
by and among the Contributors, the Partnership, Natural Gas Partners VII, L.P.,
a Delaware limited partnership, Natural Gas Partners VIII, L.P., a Delaware
limited partnership, Montierra Minerals & Production, L.P., a Texas
limited partnership, Montierra Management LLC, a Texas limited liability
company, and Eagle Rock Energy G&P, LLC, a Delaware limited liability
company, Contributors desire to contribute the assets described herein to the
Partnership.


 


NOW, THEREFORE, for and in
consideration of the premises and the mutual covenants and agreements contained
herein and other good and valuable consideration (the receipt and sufficiency
of which are hereby confirmed and acknowledged), the parties hereto hereby
stipulate and agree as follows:


 


1.                                      Contribution. Contributors
hereby irrevocably contribute, assign and transfer to the Partnership and the
Partnership hereby irrevocably takes and accepts such contribution, assignment
and transfer, on the terms herein provided, all of the following:


 


·                            20,691,495 subordinated
units representing limited partner interests in the Partnership; and


 


·                            all of the Incentive
Distribution Rights (as defined in the Partnership’s First Amended and Restated
Agreement of Limited Partnership).


 


2.                                      Entire
Agreement. The rights and obligations created by this
Agreement are separate and independent from any rights and obligations created
by any other agreements between, including or relating to the parties hereto
(or any of their affiliates), including the SPGTA. Accordingly, none of the
representations, warranties, covenants or indemnities included in the SPGTA or
any other agreements between, including or relating to any party hereto (or any
of their affiliates) shall be merged into this Agreement or otherwise restrict
or limit the effect of this Agreement, but each shall survive as provided in
each such agreement.


 


3.                                      Miscellaneous. All
amendments, supplements and modifications to this Agreement shall be in writing
and signed by each of the parties hereto. This Agreement may be executed in
multiple counterparts, each of which, when executed, shall be deemed an
original, and all of which shall constitute but one and the same instrument.
This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and assigns. THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED AND 


 


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ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT
REGARD TO CONFLICT OF LAW PRINCIPLES.


 


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left blank.]


 


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IN WITNESS WHEREOF, the
undersigned have executed this Agreement as of the date first above written.


 


	
   

  	
  EAGLE
  ROCK ENERGY GP, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By
  its general partner,

  
	
   

  	
  Eagle
  Rock Energy G&P, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Joseph A. Mills

  
	
   

  	
   

  	
  Joseph
  A. Mills,

  
	
   

  	
   

  	
  Chairman
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  EAGLE
  ROCK HOLDINGS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By
  its general partner,

  
	
   

  	
  Eagle
  Rock GP, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  William J. Quinn

  
	
   

  	
   

  	
  William
  J. Quinn,

  
	
   

  	
   

  	
  Authorized
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
  EAGLE
  ROCK ENERGY PARTNERS, L.P.

  
	
   

  	
   

  
	
   

  	
  By
  its general partner,

  
	
   

  	
  Eagle
  Rock Energy GP, L.P.

  
	
   

  	
   

  
	
   

  	
  By
  its general partner,

  
	
   

  	
  Eagle
  Rock Energy G&P, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Joseph A. Mills

  
	
   

  	
   

  	
  Joseph
  A. Mills,

  
	
   

  	
   

  	
  Chairman and Chief Executive Officer

  



 


Signature Page to
Contribution Agreement