exv10w1






Exhibit 10.1




Second Amendment to Credit Agreement




     This Second Amendment to Credit Agreement (this “Second Amendment”),
dated as of March 8, 2010, is by and among Eagle Rock Energy Partners, L.P., a Delaware limited
partnership (the “Borrower”), the Lenders party hereto, and Wachovia Bank, National
Association, as administrative agent for the lenders (together with its successors in such
capacity, the “Administrative Agent”), and the Guarantors party hereto.



     WHEREAS, the Borrower, the Lenders and agents party thereto, and the Administrative Agent are
party to that certain Credit Agreement, dated as of December 13, 2007, as amended by First
Amendment to Credit Agreement dated November 25, 2008 (as such agreement may be amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”). Unless
otherwise defined herein, capitalized terms used herein shall have the respective meanings assigned
to them in the Credit Agreement.



     WHEREAS, the Borrower has requested that the Administrative Agent and the Majority Lenders
agree (a) to amend the Credit Agreement to revise the definition of Change in Control, (b) to amend
the Senior Secured Leverage Ratio financial covenant and (c) to make the other changes described
herein.



     WHEREAS, the Lenders and the Administrative Agent agree to amend the Credit Agreement as
described herein upon the satisfaction of the conditions set forth herein.



     NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:



     1. Amendment to Definition of Change in Control. The definition of “Change in
Control” in Section 1.01 of the Credit Agreement is hereby amended in its entirety as follows:




     ““Change in Control” means:




     (a) prior to the Borrower’s exercise of the GP Option and consummation thereof:




     (i) the Sponsor and the members of the executive management team of the
Ultimate General Partner shall cease to beneficially own and control, directly or
indirectly, at least fifty percent (50%) on a fully diluted basis of the economic
and voting interests in the Equity Interests of the General Partner,




     (ii) the General Partner shall cease to beneficially own and control, directly
or indirectly, all of the general partner interests of the Borrower,




     (iii) the majority of the seats (other than vacant seats) on the board of
directors (or similar governing body) of the Ultimate General Partner shall cease to
be occupied by Persons who either (A) were members of the board of directors of the
Ultimate General Partner as of the Second Amendment Effective Date or (B) were
nominated for election by the board of directors of the Ultimate General



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Partner, a majority of whom were directors as of the Second Amendment Effective
Date, or whose election or nomination for election was previously approved by a
majority of such directors; and




     (b) upon and following Borrower’s exercise of the GP Option and consummation thereof:




     (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, but excluding any employee benefit plan of
such person or its subsidiaries, and any person or entity acting in its capacity as
trustee, agent or other fiduciary or administrator of any such plan), other than the
Sponsor, becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under
the Securities Exchange Act of 1934, except that a person or group shall be deemed
to have “beneficial ownership” of all securities that such person or group has the
right to acquire, whether such right is exercisable immediately or only after the
passage of time (such right, an “option right”)), directly or indirectly, of
40% or more of the equity securities of the Borrower entitled to vote or direct the
voting for members of the board of directors or equivalent governing body of the
Borrower on a fully-diluted basis (including both common stock and any preferred
stock and taking into account all such securities that such person or group has the
right to acquire pursuant to any option right); or




     (ii) the majority of the seats (other than vacant seats) on the board of
directors (or similar governing body) of the Ultimate General Partner or other
equivalent governing body of the Borrower shall cease to be occupied by Persons who
(A) were members of the board of directors of the Ultimate General Partner or
equivalent governing body as of the date on which the GP Option is consummated after
giving effect thereto, including the two additional members to be appointed by the
independent members of the board in connection therewith, (B) is the chief executive
officer of the Borrower (or his/her designee), (C) were appointed by the Sponsor, or
(D) were nominated for election by the board of directors of the Ultimate General
Partner or equivalent governing body (or an authorized committee or subgroup
thereof), a majority of whom are directors described in clauses (A), (B) or (C)
above, or whose election or nomination for election was previously approved by a
majority of such directors;




provided, however, in no event shall the exercise by the Borrower of the GP
Option, or the consummation thereof, constitute a Change in Control.”



     2. Amendment to Definition of Consolidated EBITDA. The definition of “Consolidated
EBITDA” in Section 1.01 of the Credit Agreement is hereby amended in its entirety as follows:



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          ““Consolidated EBITDA” means, for any period, (a) the sum of (i) Consolidated
Net Income for such period (excluding, to the extent included in the calculation of
Consolidated Net Income in such period, gains or losses attributable to discontinued
operations or asset dispositions not in the ordinary course of business) plus (ii) the
following expenses or charges to the extent deducted from Consolidated Net Income in such
period: Consolidated Interest Expense, income taxes, depreciation, depletion, amortization,
and other similar non-cash charges (excluding any such non-cash charge to the extent that it
represents an accrual or reserve for potential cash charges in any future period or
amortization of a prepaid cash charge that was paid in a prior period), minus (b) all
non-cash income added to Consolidated Net Income (excluding any such non-cash income to the
extent it represents the reversal of an accrual or reserve for potential cash charge in any
prior period).”



     3. Amendment to Add Definition of GP Option. The definition of “GP Option” is hereby
added to Section 1.01 of the Credit Agreement as follows:




     ““GP Option” means the option of the Borrower to purchase all of the membership
interests in the Ultimate General Partner and all limited partnership interests in the
General Partner from the Sponsor for a purchase price of one million newly-issued common
units of Borrower, substantially on the terms set forth in the Amended and Restated
Securities Purchase and Global Transaction Agreement dated January 12, 2010, attached as an
exhibit to the Borrower’s preliminary proxy statement filed February 25, 2010 with the SEC.”



     4. Amendment to Senior Secured Leverage Ratio Financial Covenant. Section 9.01(c) of
the Credit Agreement is hereby amended in its entirety as follows:




     “(c) Senior Secured Leverage Ratio. If the Borrower has Indebtedness of the
type described in Section 9.02(h), then the Borrower will not permit the Senior
Secured Leverage Ratio to exceed 3.75 to 1.00; provided, that during a Specified
Acquisition Period, the Senior Secured Leverage Ratio shall not exceed 4.25 to 1.00.”



     5. Proceeds of Minerals Business Sale. Borrower hereby agrees that in the event
Borrower shall consummate the proposed sale of its minerals business as contemplated in that
certain Purchase and Sale Agreement, dated as of December 21, 2009, to BSAP II GP, L.L.C., a
subsidiary of Black Stone Minerals Company, L.P., Borrower shall, pursuant to Section
3.04(c)(ii) of the Credit Agreement, within one Business Day following receipt by Borrower of
the proceeds of such sale, make a mandatory prepayment in an amount not less than $100,000,000, and
pursuant to Section 2.07(a)(ii) of the Credit Agreement, the total Commitments shall
automatically reduce by the amount of such prepayment; provided:




     (i) Borrower may use any and all Net Cash Proceeds from such sale in excess of
$100,000,000 to purchase Property (other than inventory and working capital) used or to be
used in Borrower’s and Restricted Subsidiaries’ businesses in the 270-day period following
the receipt thereof as permitted by such Section 3.04(c)(ii); provided that
any such excess that is not used to make such purchases with the 270-day period shall be
applied as a mandatory prepayment on the last day of such period in accordance with



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Section 3.04(c)(ii) and the total Commitments shall automatically reduce by the
amount of such prepayment in accordance with Section 2.07(a)(ii); and




     (ii) Administrative Agent and Lenders acknowledge and agree that (A) prior to the
expiration of such 270-day period, such remaining Net Cash Proceeds are not required to be
applied as a mandatory prepayment pursuant to such Section 3.04(c)(ii), (B) no
mandatory automatic Commitment reduction shall occur or be required to occur pursuant to
such Section 2.07(a)(ii) with respect to such remaining Net Cash Proceeds prior to
the expiration of such 270-day period, and (C) in no event shall any optional prepayment on
or following the consummation of such sale and prior to the expiration of such 270-day
period, (1) constitute, or be deemed to constitute, a mandatory prepayment pursuant to such
Section 3.04(c)(ii), or (2) automatically reduce, or be deemed to automatically
reduce, the Commitments pursuant to such Section 2.07(a)(ii), except as expressly
specified by Borrower in writing in connection with such prepayment.



     6. Conditions to Effectiveness. This Second Amendment shall become effective on the
date (the “Second Amendment Effective Date”), on or before July 31, 2010, on which the
Administrative Agent shall have received (a) counterparts of this Second Amendment signed on behalf
of the Majority Lenders, the Borrower and the Guarantors (which may be facsimiles or other
electronic transmissions of signed signature pages of this Second Amendment) and (b) notice from
the Borrower that the Borrower has received the requisite unitholder approval with respect to the
transaction generally described in the Borrower’s preliminary proxy statement filed February 25,
2010 with the SEC, as finally set forth in the definitive proxy statement and any amendment or
supplement thereto, substantially in accordance with and pursuant to the terms thereof.



     The Administrative Agent shall notify the Borrower in writing of the effectiveness of this
Second Amendment, and such notice shall be conclusive and binding.



     7. Representations and Warranties



     Each Loan Party hereby represents and warrants to each Lender that:



     (a) each of the representations and warranties of such Loan Party set forth in the Credit
Agreement and in the other Loan Documents is true and correct in all material respects on and as of
the Second Amendment Effective Date as if made on and as of the Second Amendment Effective Date,
except to the extent any such representations and warranties are expressly limited to an earlier
date, in which case, such representations and warranties are true and correct in all material
respects as of such specified earlier date;



     (b) no Default or Event of Default has occurred and is continuing;



     (c) the execution, delivery and performance by such Loan Party of this Second Amendment are
within its powers and have been duly authorized by all necessary corporate or other action;



     (d) this Second Amendment constitutes the legal, valid and binding obligation of such Loan
Party, enforceable against such Loan Party in accordance with its terms;



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     (e) the execution, delivery and performance by such Loan Party of this Second Amendment (i)
does not require any consent or approval of, registration or filing with, or any other action by,
any Governmental Authority or any other third Person (including shareholders or any class of
directors, whether interested or disinterested, of the Loan Parties or any other Person), nor is
any such consent, approval, registration, filing or other action necessary for the validity or
enforceability of this Second Amendment or any other Loan Document or the consummation of the
transactions contemplated thereby, except such as have been obtained or made and are in full force
and effect other than those third party approvals or consents which, if not made or obtained, would
not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect
or do not have an adverse effect on the enforceability of this Second Amendment or the other Loan
Documents, (ii) will not violate any applicable law or regulation or any Organization Document of
such Loan Party or any order of any Governmental Authority, (iii) will not violate or result in a
default under any indenture, agreement or other instrument binding upon such Loan Party or its
Properties, or give rise to a right thereunder to require any payment to be made by such Loan Party
and (iv) will not result in the creation or imposition of any Lien on any Property of such Loan
Party (other than the Liens created by the Loan Documents).



     8. Miscellaneous



          (a) Payment of Expenses. The Borrower agrees to pay or reimburse the Administrative
Agent and the Lenders for all of their reasonable out-of-pocket expenses incurred in connection
with this Second Amendment, any other documents prepared in connection herewith and the
transactions contemplated hereby, including, without limitation, the reasonable fees and
disbursements of counsel to the Lenders, pursuant to Section 12.03(a) of the Credit Agreement. The
agreement set forth in this Section 7(a) shall survive the termination of this Second Amendment and
the Credit Agreement.



          (b) No Other Amendments; Confirmation. Except as expressly amended, modified and
supplemented hereby, the provisions of the Credit Agreement and the other Loan Documents are and
shall remain in full force and effect and are hereby ratified and confirmed as so amended. Except
as expressly set forth herein, this Second Amendment shall not be deemed to be a waiver, amendment
or modification of any provisions of the Credit Agreement or any other Loan Document or any right,
power or remedy of the Administrative Agent or the Lenders, or constitute a waiver of any provision
of the Credit Agreement or any other Loan Document, or any other document, instrument and/or
agreement executed or delivered in connection therewith, or of any Default or Event of Default
under any of the foregoing, in each case whether arising before or after the date hereof or as a
result of performance hereunder or thereunder. This Second Amendment also shall not preclude the
future exercise of any right, remedy, power, or privilege available to the Administrative Agent
and/or the Lenders whether under the Credit Agreement, the other Loan Documents, at law or
otherwise. All references to the Credit Agreement shall be deemed to mean the Credit Agreement as
modified hereby. The parties hereto agree to be bound by the terms and conditions of the Credit
Agreement and Loan Documents as amended by this Second Amendment, as though such terms and
conditions were set forth herein. Each reference in the Credit Agreement to “this Agreement,”
“hereunder,” “hereof,” “herein” or words of similar import shall mean and be a reference to the
Credit Agreement as amended by this Second Amendment, and each reference herein or in any other
Loan Documents to the “Credit



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Agreement” shall mean and be a reference to the Credit Agreement as amended and modified by
this Second Amendment.




          (c) Governing Law. THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



          (d) Headings. Article and Section headings used herein are for convenience of
reference only, are not part of this Second Amendment and shall not affect the construction of, or
be taken into consideration in interpreting, this Second Amendment.



          (e) Entire Agreement. This Second Amendment and the documents referred to herein
constitute the entire contract among the parties relating to the subject matter hereof and thereof
and supersede any and all previous agreements and understandings, oral or written, relating to the
subject matter hereof and thereof. This Second Amendment is a Loan Document executed under the
Credit Agreement.



          (f) Counterparts. This Second Amendment may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall constitute an original,
but all of which when taken together shall constitute a single contract. Delivery of an executed
counterpart of a signature page of this Second Amendment by facsimile or other electronic
transmission shall be effective as delivery of a manually executed counterpart of this Second
Amendment.



          (g) Successors. The execution and delivery of this Second Amendment by any Lender
shall be binding upon each of its successors and assigns.



[SIGNATURE PAGES FOLLOW]





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          IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly
executed and delivered by their respective officers or other duly authorized representatives as of
the date first above written.




	 	 	 	 	 
	BORROWER: 



	 EAGLE ROCK ENERGY PARTNERS, L.P. 	 
	 
	 	By:  	Eagle Rock Energy GP, L.P., General Partner
 	 
	 	 	 	 
	 	 	 
	 	By:  	Eagle Rock Energy G&P, LLC,
General Partner
 	 
	 	 	 
	 	 	 
	 	By:  	 /s/ Jeffrey P. Wood
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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Second Amendment to Credit Agreement






 









 








ADMINISTRATIVE AGENT

AND LENDER




	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL

ASSOCIATION, as Administrative Agent and

Lender

 	 
	 	By:  	/s/ Leanne S. Phillips
 	 
	 	 	Name:  	Leanne S. Phillips 	 
	 	 	Title:  	Director 	 
	 



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Second Amendment to Credit Agreement






 









 








SYNDICATION AGENT

AND LENDER:




	 	 	 	 	 
	 	BANK OF AMERICA, N.A. ,

as Syndication Agent and Lender

 	 
	 	By:  	/s/ Christopher Renyi
 	 
	 	 	Name:  	Christopher Renyi 	 
	 	 	Title:  	Vice President 	 
	 



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Second Amendment to Credit Agreement






 









 








CO-DOCUMENTATION AGENT

AND LENDER:




	 	 	 	 	 
	 	BNP PARIBAS,

as Co-Documentation Agent and Lender

 	 
	 	By:  	/s/ Mark Cox
 	 
	 	 	Name:  	Mark Cox 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	/s/ Larry Robinson
 	 
	 	 	Name:  	Larry Robinson 	 
	 	 	Title:  	Director 	 
	 



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Second Amendment to Credit Agreement






 









 








LENDER:




	 	 	 	 	 
	 	BANK OF NOVA SCOTIA

 	 
	 	By:  	/s/ Marc Graham
 	 
	 	 	Name:  	Marc Graham 	 
	 	 	Title:  	Director 	 
	 



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Second Amendment to Credit Agreement





 











 





LENDER:




	 	 	 	 	 
	 	BARCLAYS BANK PLC

 	 
	 	By:  	/s/ Sam Yoo
 	 
	 	 	Name:  	Sam Yoo 	 
	 	 	Title:  	Assistant Vice President 	 
	 



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Second Amendment to Credit Agreement





 









 





LENDER:




	 	 	 	 	 
	 	Comerica Bank

 	 
	 	By:  	/s/ Greg Smith
 	 
	 	 	Name:  	Greg Smith 	 
	 	 	Title:  	Senior Vice President 	 
	 



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Second Amendment to Credit Agreement





 









 





LENDER:




	 	 	 	 	 
	 	COMPASS BANK

As Lender

 	 
	 	By:  	/s/ Greg Determann
 	 
	 	 	Name:  	Greg Determann 	 
	 	 	Title:  	Senior Vice President 	 
	 



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Second Amendment to Credit Agreement





 









 





LENDER:




	 	 	 	 	 
	 	COMPASS BANK, as successor in interest to Guaranty

Bank, FSB

as Lender

 	 
	 	By:  	/s/ Greg Determann
 	 
	 	 	Name:  	Greg Determann 	 
	 	 	Title:  	Senior Vice President 	 
	 



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Second Amendment to Credit Agreement









 









 








LENDER:




	 	 	 	 	 
	 	CREDIT AGRICOLE f/k/a Calyon (NEW YORK BRANCH)

 	 
	 	By:  	/s/ Tom Byangeon
 	 
	 	 	Name:  	Tom Byangeon 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                                              /s/ Sharada Manne
 	 
	 	 	Name:  	Sharada Manne 	 
	 	 	Title:  	Director 	 
	 



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Second Amendment to Credit Agreement






 









 








LENDER:




	 	 	 	 	 
	 	Credit Suisse AG, Cayman Islands Branch (f/k/a Credit

Suisse, Cayman Islands Branch)

 	 
	 	By:  	/s/ Doreen Barr
 	 
	 	 	Name:  	Doreen Barr 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                                              /s/ Lynne-Marie Paquette
 	 
	 	 	Name:  	Lynne-Marie Pacquette 	 
	 	 	Title:  	Associate 	 
	 



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Second Amendment to Credit Agreement







 









 








LENDER:




	 	 	 	 	 
	 	GOLDMAN SACHS CREDIT PARTNERS LP

 	 
	 	By:  	/s/ Andrew Caditz
 	 
	 	 	Name:  	Andrew Caditz 	 
	 	 	Title:  	Authorized Signatory 	 
	 



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Second Amendment to Credit Agreement





 












 





LENDER:




	 	 	 	 	 
	 	UBS LOAN FINANCE LLC

 	 
	 	By:  	/s/ Mary E. Evans
 	 
	 	 	Name:  	Mary E. Evans 	 
	 	 	Title:  	Associate Director 	 
	 
	 	 	 
	 	By:  	                                              /s/ Irja R. Otsa
 	 
	 	 	Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director 	 
	 



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Second Amendment to Credit Agreement




 









 








LENDER:




	 	 	 	 	 
	 	
Union Bank, N.A.

 	 
	 	By:  	/s/ Scott Gildea
 	 
	 	 	Name:  	Scott Gildea 	 
	 	 	Title:  	Vice President 	 
	 



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Second Amendment to Credit Agreement




 









 








LENDER:




	 	 	 	 	 
	 	U.S. Bank National Association

 	 
	 	By:  	/s/ Justin M. Alexander
 	 
	 	 	Name:  	Justin M. Alexander 	 
	 	 	Title:  	Vice President 	 
	 



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Second Amendment to Credit Agreement




 









 








LENDER:




	 	 	 	 	 
	 	


Wells Fargo Bank, N.A.

 	 
	 	By:  	/s/ Leanne S. Phillips
 	 
	 	 	Name:  	Leanne S. Phillips 	 
	 	 	Title:  	Sr. Portfolio Manager 	 
	 



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Second Amendment to Credit Agreement




 









 








LENDER:




	 	 	 	 	 
	 	


Woodlands Commercial Bank F/K/A Lehman Brothers

Commercial Bank

 	 
	 	By:  	/s/ Brian Halbeisen
 	 
	 	 	Name:  	Brian Halbeisen 	 
	 	 	Title:  	Vice President 	 
	 



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Second Amendment to Credit Agreement





 












 





RATIFICATION




     Each of the undersigned (each, a “Guarantor”) hereby agrees that its liabilities under
the Guaranty and Collateral Agreement dated as of December 13, 2007 (the “Guaranty and
Collateral Agreement”) including, without limitation, guaranteeing the indebtedness,
obligations and liabilities of Eagle Rock Energy Partners, L.P. under that certain Credit Agreement
dated as of December 13, 2007 as amended (the “Credit Agreement”) and under the other Loan
Documents (as defined in the Credit Agreement) to which it is a party, shall remain enforceable
against such Guarantor in accordance with the terms of the Guaranty and Collateral Agreement and
the other Loan Documents and shall not be reduced, altered, limited, lessened or in any way
affected by the execution and delivery of the Second Amendment to Credit Amendment to which this
Ratification is attached. Each Guarantor hereby confirms and ratifies its liabilities under the
Guaranty and Collateral Agreement and the other Loan Documents to which it is a party in all
respects. Each Guarantor acknowledges and agrees that this Ratification constitutes a part of the
Second Amendment to Credit Agreement to which it is attached.



GUARANTORS:




	 	 	 	 	 
	 	EROC MIDSTREAM ENERGY, L.P.

EROC QUITMAN GATHERING COMPANY, LP

EROC GATHERING COMPANY, LP

EAGLE ROCK PRODUCTION, L.P.

MIDSTREAM GAS SERVICES, L.P.

EAGLE ROCK OPERATING, L.P.

EAGLE ROCK FIELD SERVICES, L.P.

EAGLE ROCK ENERGY SERVICES, L.P.

EAGLE ROCK PIPELINE, L.P.

EAGLE ROCK GAS GATHERING &

PROCESSING, LTD.

EAGLE ROCK UPSTREAM DEVELOPMENT II, L.P.

EAGLE ROCK GOM, L.P.

EAGLE ROCK MIDSTREAM, L.P.

EAGLE ROCK DESOTO PIPELINE, L.P.

 	 
	 	By:  	Eagle Rock Pipeline GP, LLC, its general partner
 	 
	 	 	 	 
	 	 	 	 
	 	By:  	/s/ Jeffrey P. Wood
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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Second Amendment to Credit Agreement







 









 








	 	 	 	 	 
	 	HESCO GATHERING COMPANY, LLC

HESCO PIPELINE COMPANY, L.L.C.

EROC PRODUCTION, LLC

EAGLE ROCK DEVELOPMENT COMPANY, L.L.C.

EAGLE ROCK PIPELINE GP, LLC

EAGLE ROCK ENERGY ACQUISITION CO., INC.

EAGLE ROCK UPSTREAM DEVELOPMENT

COMPANY, INC.

ESCAMBIA ASSET CO. LLC

ESCAMBIA OPERATING CO. LLC

EAGLE ROCK ENERGY ACQUISITION CO., INC.

EAGLE ROCK ENERGY ACQUISITION CO. II, INC.

EAGLE ROCK UPSTREAM DEVELOPMENT

COMPANY II, INC.

GALVESTON BAY GATHERING, LLC

CMA PIPELINE PARTNERSHIP, LLC

SUPERIOR GAS COMPRESSION, LLC


 	 
	 	By:  	/s/ Jeffrey P. Wood
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	EAGLE ROCK ACQUISITION PARTNERSHIP, L.P.


 	 
	 	By:  	Eagle Rock Upstream Development Company, Inc.,
 	 
	 	 	its general partner 	 
	 	 	 	 
	 	 	 
	 	By:  	/s/ Jeffrey P. Wood
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	EAGLE ROCK ACQUISITION PARTNERSHIP II, L.P.


 	 
	 	By:  	Eagle Rock Upstream Development Company II, Inc.,
 	 
	 	 	its general partner 	 
	 	 	 	 
	 	 	 
	 	By:  	/s/ Jeffrey P. Wood
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Page to Ratification under

Second Amendment to Credit Agreement