Exhibit
4.1


 


SUBSCRIPTION AGENT AGREEMENT


 


May 27,
2010


 


American
Stock Transfer & Trust Company, LLC


59
Maiden Lane


New
York, New York 10038


 


Ladies
and Gentlemen:


 


In
connection with your appointment as Subscription Agent in the transaction
described herein, Eagle Rock Energy Partners, L.P., a Delaware limited
partnership (the “Partnership”), hereby confirms its arrangements with you as
follows:


 


1.                                      Rights
Offering - The Partnership is offering (the “Rights Offering”)
to the holders of either its common units representing limited partner
interests (“Common Units”) or units representing general partner interests (“GP
Units”), at 5:00 p.m., New York City Time, on May 27, 2010 (the “Record
Date”), 0.35 of one right (a “Right”) to subscribe for one Unit (a “Unit”),
each Unit consisting of one Common Unit and one warrant to purchase a Common
Unit at an exercise price of $6.00 on specified dates.  Except as set forth under Paragraphs 8 and 9
below, Rights shall cease to be exercisable at 5:00 p.m., New York City time,
on June 30, 2010 or such later date of which the Partnership notifies you
orally and confirms in writing (the “Expiration Date”).  One Right and payment in full of the
subscription price of $2.50 (the “Subscription Price”) are required to
subscribe for one Unit.  Rights are
evidenced by transferable subscription certificates in registered form (“Subscription
Certificates”).  Each holder of
Subscription Certificate(s) will have the right to subscribe for Units as
evidenced by such Subscription Certificate(s) (the “Basic Subscription
Right”) and will also have the right to subscribe for additional Units, if any,
available as a result of any unexercised Rights (such additional subscription
right being referred to hereafter as the “Additional Subscription Privilege”).  The Rights Offering will be conducted in the
manner and upon the terms set forth in the Partnership’s Prospectus dated May 27,
2010 (the “Prospectus”), which is incorporated herein by reference and made a
part hereof as if set forth in full herein.


 


2.                                      Appointment
of Subscription Agent - You are hereby appointed as Subscription
Agent to effect the Rights Offering in accordance with the Prospectus. Each
reference to you in this letter is to you in your capacity as Subscription
Agent unless the context indicates otherwise.


 


3.                                      Delivery
of Documents - Enclosed herewith are the following, the receipt
of which you acknowledge by your execution hereof:


(a) a
copy of the Prospectus;


(b) the
form of Subscription Certificate (with instructions);


(c) resolutions adopted by the Board
of Directors of the Partnership in connection with the Rights Offering,
certified by the secretary of the Partnership; and


 


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(d) Notice
of Guaranteed Delivery.


 


As
soon as is reasonably practical, you shall mail or cause to be mailed to each
holder of Common Units or GP Units at the close of business on the Record Date
a Subscription Certificate evidencing the Rights to which such holder is
entitled, a Notice of Guaranteed Delivery, a Prospectus and an envelope
addressed to you. Prior to mailing, the Partnership will provide you with blank
Subscription Certificates which you will prepare and issue in the names of
holders of Common Units or GP Units of record at the close of business on the
Record Date and for the number of Rights to which they are entitled.  The Partnership will also provide you with a
sufficient number of copies of each of the documents to be mailed with the
Subscription Certificates.


 


4.                                      Subscription
Procedure -


 


(a) Upon
your receipt prior to 5:00 p.m., New York City time, on the Expiration
Date (by mail or delivery), as Subscription Agent, of (i) any Subscription
Certificate completed and endorsed for exercise, as provided on the reverse
side of the Subscription Certificate, and (ii) payment in full of the
Subscription Price in U.S. funds by check, bank draft or money  order
payable at par (without deduction for bank service charges or otherwise) to the
order of American Stock Transfer &
Trust Company, you shall as soon as practicable after the Expiration Date, but
after performing the procedures described in subparagraphs (b) and (c) below,
mail to the subscriber’s registered address on the books of the Partnership
certificates representing the securities underlying each Unit duly subscribed
for (pursuant to the Basic Subscription Right and the Additional Subscription
Privilege) and furnish a list of all such information to the Partnership.


 


(b) As
soon as practicable after the Expiration Date you shall calculate the number of
Units to which each subscriber is entitled pursuant to the Additional
Subscription Privilege. The Units available for additional subscriptions will
be those that have not been subscribed and paid for pursuant to the Basic
Subscription Right (the “Remaining Units”). 
Where there are sufficient Remaining Units to satisfy all additional
subscriptions by holders exercising their rights under the Additional
Subscription Privilege, each holder shall be allotted the number of Additional
Units subscribed for. If the aggregate number of Units subscribed for under the
Additional Subscription Privilege exceeds the number of Remaining Units, the
number of Remaining Units allotted to each participant in the Additional
Subscription Privilege shall be the product (disregarding fractions) obtained
by multiplying the number of Remaining Units by a fraction of which the
numerator is the number of Units subscribed for by that participant under the
Additional Subscription Privilege and the denominator is the aggregate number
of Remaining Units subscribed for by all participants under the Additional
Subscription Privilege. Any fractional Unit to which persons exercising their
Additional Subscription Privilege would otherwise be entitled pursuant to such
allocation shall be rounded to the nearest whole Unit.


 


(c) Upon
calculating the number of Units to which each subscriber is entitled pursuant
to the Additional Subscription Privilege and the amount overpaid, if any, by
each subscriber, you shall, as soon as practicable, furnish a list of all such
information to the Partnership.


 


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(d) Upon
calculating the number of Units to which each subscriber is entitled pursuant
to the Additional Subscription Privilege and assuming payment for the
additional Units subscribed for has been delivered, you shall mail, as
contemplated in subparagraph (a) above, the certificates representing the
additional securities which the subscriber has been allotted. If a lesser
number of Units is allotted to a subscriber under the Additional Subscription
Privilege than the subscriber has tendered payment for, you shall remit the
difference to the subscriber without interest or deduction at the same time as
certificates representing the securities allotted pursuant to the Additional
Subscription Privilege are mailed.


 


(e) Funds
received by you pursuant to the Basic Subscription Right and the Additional
Subscription Privilege shall be held by you in a segregated account. Upon
mailing certificates representing the securities and refunding subscribers for
additional Units subscribed for but not allocated, if any, you shall promptly
remit to the Partnership all funds received in payment of the Subscription
Price for Units sold in the Rights Offering.


 


5.                                      Subdivision,
Sale or Transfer of Rights -  Until 5:00 p.m., New York City time, on
the third business day prior to the Expiration Date, you shall facilitate
subdivision or transfers of Subscription Certificates by issuing new
Subscription Certificates in accordance with the instructions set forth on the
reverse side of the Subscription Certificates.


 


6.                                      Defective
Exercise of Rights Lost Subscription Certificates - The
Partnership shall have the absolute right to reject any defective exercise of
Rights or to waive any defect in exercise. Unless requested to do so by the
Partnership, you shall not be under any duty to give notification to holders of
Subscription Certificates of any defects or irregularities in subscriptions.
Subscriptions will not be deemed to have been made until any such defects or
irregularities have been cured or waived within such time as the Partnership
shall determine. You shall as soon as practicable return Subscription
Certificates with the defects or irregularities which have not been cured or
waived to the holder of the Rights. If any Subscription Certificate is alleged
to have been lost, stolen or destroyed, you should follow the same procedures
followed far lost stock certificates representing Common Units or GP Units you
use in your capacity as transfer agent for the Partnership’s Common Units and
GP Units.


 


7.                                      Late
Delivery  -  If prior to 5:00 p.m., New York City
time, on the Expiration Date you receive (i) payment in full of the
Subscription Price for the Units being subscribed for and (ii) a guarantee
notice substantially in the form of the Notice of Guaranteed Delivery delivered
with the Subscription Certificate, from a financial institution having an
office or correspondent in the United States, or a member firm of any
registered United States national securities exchange or of the Financial
Industry Regulatory Authority stating the certificate number of the
Subscription Certificate relating to the Rights, the name and address of the
exercising subscriber, the number of Rights represented by the Subscription
Certificate held by such exercising subscriber, the number of Units being
subscribed for pursuant to the Rights and guaranteeing the delivery to you of
the Subscription Certificate evidencing such Rights within three NASDAQ National
Market (“NNM”) trading days following the date of the Notice of Guaranteed
Delivery, then the Rights may be exercised even though the Subscription
Certificate was not delivered to you prior to 5:00 p.m., New York City
time, on the Expiration Date, provided that within three NNM trading days
following the date of the Notice of Guaranteed Delivery you receive the
properly completed Subscription Certificate evidencing the Rights being
exercised, with signatures guaranteed if required.


 


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8.                                      Delivery - You shall
deliver to the Partnership the exercised Subscription Certificates in
accordance with written directions received from the Partnership and shall
deliver to the subscribers who have duly exercised Rights at their registered
addresses certificates representing the securities subscribed for as instructed
on the reverse side of the Subscription Certificates.


 


9.                                      Reports - You shall
notify the Partnership by telephone at or before the close of business on each
business day during the period commencing 5 business days after the mailing of
the Rights and ending at the Expiration Date (and in the case of guaranteed
deliveries ending three NNM trading days after the Expiration Date) (a “daily
notice”), which notice shall thereafter be confirmed in writing, of (i) the
number of Rights exercised an the day covered by such daily notice, (ii) the
number of Rights subject to guaranteed exercises on the day covered by such
daily notice, (iii) the number of Rights for which defective exercises
have been received on the day covered by such daily notice, and (iv) the
cumulative total of the information set forth in clauses (i) through (iii) above.  At or before 5:00 p.m., New York City
time, on the first NNM trading day following the Expiration Date you shall
certify in writing to the Partnership the cumulative total through the
Expiration Date of all the information set forth in clauses (i) through (iii) above.
At or before 10:00 a.m., New York City time, on the fifth NNM trading day
following the Expiration Date you will execute and deliver to the Partnership a
certificate setting forth the number of Rights exercised pursuant to a Notice
of Guaranteed Delivery and as to which Subscription Certificates have been
timely received. You shall also maintain and update a listing of holders who
have fully or partially exercised their Rights, holders who have transferred
their Rights and their transferees, and holders who have not exercised their
Rights.  You shall provide the Partnership
or its designees with such information compiled by you pursuant to this
paragraph 9 as any of them shall request.


 


10.                               Future
Instructions — With respect to notices or instructions to be  provided by the Partnership hereunder, you may rely and act
on any written instruction signed by any one or more of the following
authorized officers or employees of the Partnership:


 


Joseph
A. Mills, Chairman of the Board and Chief
Executive Officer


Jeffrey
P. Wood, Senior Vice President, Chief
Financial Officer and Treasurer


Charles
C. Boettcher, Senior Vice President, General
Counsel, Chief Compliance Officer and Secretary


 


11.                               Payment  of Expenses - The
Partnership will pay you compensation for acting in your capacity as
Subscription Agent hereunder in the amount of $20,000 plus your reasonable
out-of-pocket expenses. The Partnership will pay an additional fee equal to
one-third of the Subscription Agent fee for each extension of the Rights
Offering, plus any out-of-pocket expenses associated with such extension.


 


12.                               Indemnification - The
Partnership covenants and agrees to indemnify and hold you harmless against any
costs, expenses (including reasonable fees of legal counsel), losses or
damages, which may be paid, incurred or suffered by or to which you may become subject
arising from or out of, directly or indirectly, any claim or liability
resulting from your actions as Subscription Agent pursuant hereto; provided
that such covenant and agreement does not extend to such costs, expenses,
losses and damages incurred or suffered by you as a result of, or arising out
of, your own negligence, misconduct or bad faith or that of any employees,
agents or independent contractors used by you in 


 


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connection
with performance of your duties as Subscription Agent hereunder.


 


13.                               Notices  -  Unless otherwise provided herein, all
reports, notices and other communications required or permitted to be given
hereunder shall be in writing and delivered by hand or confirmed telecopy or by
first class U.S. mail, postage prepaid, shall be deemed given if by hand or
telecopy, upon receipt or if by U.S. mail, three business days after deposit in
the U.S. mail and shall be addressed as follows


 


(a)            If to the Partnership, to:


 


Eagle
Rock Energy Partners, L.P.

1415 Louisiana Street

Wedge Tower, Suite 2700

Houston, Texas 77002

Attention: General Counsel

Telephone: (281) 408-1200

Telecopy: (281) 408-1302


 


(b)            If to you, to:


 


American
Stock Transfer & Trust Company, LLC


59
Maiden Lane


New
York, N.Y. 10038


Attention:
George Karfunkel


Telephone:
(718) 921-8200


Telecopy:
(718) 236-4588


 


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  Yours
  truly,

  	
   

  
	
   

  	
   

  
	
   

  	
  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/
  Charles C. Boettcher

  
	
   

  	
  Name:
  Charles C. Boettcher

  
	
   

  	
  Title:
  Senior Vice President and General Counsel

  



 


Agreed &
Accepted:


AMERICAN
STOCK TRANSFER & TRUST COMPANY, LLC


 


	
  By:

  	
  /s/
  Isaac Freilich

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Isaac
  Freilich

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  Vice
  President