exv4w5



 










Exhibit 4.5




REGISTRATION RIGHTS AGREEMENT




BY AND AMONG




EAGLE ROCK ENERGY PARTNERS, L.P.




AND




THE PURCHASERS NAMED HEREIN




 









 





Table of Contents




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I

	DEFINITIONS

	 
	 	 	 	 
	Section 1.01 Definitions 
	 	 	1	 
	Section 1.02 Registrable Securities 
	 	 	3	 
	 
	 	 	 	 
	ARTICLE II

	REGISTRATION RIGHTS3

	 
	 	 	 	 
	Section 2.01 Registration
	 	 	3	 
	Section 2.02 Piggyback Rights
	 	 	6	 
	Section 2.03 Underwritten Offering
	 	 	7	 
	Section 2.04 Sale Procedures 
	 	 	8	 
	Section 2.05 Cooperation by Holders 
	 	 	12	 
	Section 2.06 Restrictions on Public Sale by Holders of Registrable Securities 
	 	 	12	 
	Section 2.07 Expenses
	 	 	12	 
	Section 2.08 Indemnification
	 	 	13	 
	Section 2.09 Rule 144 Reporting 
	 	 	15	 
	Section 2.10 Transfer or Assignment of Registration Rights 
	 	 	15	 
	Section 2.11 Limitation on Subsequent Registration Rights 
	 	 	15	 
	 
	 	 	 	 
	ARTICLE III

	MISCELLANEOUS

	 
	 	 	 	 
	Section 3.01 Communications 
	 	 	15	 
	Section 3.02 Successor and Assigns 
	 	 	15	 
	Section 3.03 Aggregation of Purchased Common Units 
	 	 	17	 
	Section 3.04 Recapitalization, Exchanges, Etc. Affecting the Common Units 
	 	 	17	 
	Section 3.05 Specific Performance 
	 	 	17	 
	Section 3.06 Counterparts 
	 	 	17	 
	Section 3.07 Headings 
	 	 	17	 
	Section 3.08 Governing Law 
	 	 	17	 
	Section 3.09 Severability of Provisions 
	 	 	17	 
	Section 3.10 Entire Agreement 
	 	 	17	 
	Section 3.11 Amendment 
	 	 	18	 
	Section 3.12 No Presumption 
	 	 	18	 
	Section 3.13 Obligations Limited to Parties to Agreement 
	 	 	18	 
	Section 3.14 Interpretation 
	 	 	18	 








 









 






REGISTRATION RIGHTS AGREEMENT




     THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of
[•], 2007 by and among Eagle Rock Energy Partners, L.P., a Delaware limited partnership (“Eagle
Rock”), and GPS Partners LLC (“GPS Partners”), Lehman Brothers MLP Opportunity Fund
L.P. (“Lehman Brothers”), RCH Energy MLP Fund, L.P. (“RCH Fund”), New Mountain
Vantage, L.P. (“New Mountain”), New Mountain Vantage (California), L.P. (“New Mountain
California”), New Mountain Vantage (Texas), L.P. (“New Mountain Texas”), New Mountain
Vantage HoldCo Ltd. (“New Mountain HoldCo”), ZLP Fund, L.P. (“ZLP Fund”) and
Structured Finance Americas LLC (“Structured Finance”) (each of GPS Partners LLC, Lehman
Brothers, RCH Fund, New Mountain, New Mountain California, New Mountain Texas, New Mountain HoldCo,
ZLP Fund, Structured Finance, a “Purchaser” and, collectively, the “Purchasers”).



     WHEREAS, this Agreement is made in connection with the Closing of the issuance and sale of the
Purchased Common Units pursuant to the Common Unit Purchase Agreement, dated as of March 30, 2007,
by and among Eagle Rock and the Purchasers named therein (the “Purchase Agreement”);



     WHEREAS, Eagle Rock has agreed to provide the registration and other rights set forth in this
Agreement for the benefit of the Purchasers pursuant to the Purchase Agreement; and



     WHEREAS, it is a condition to the obligations of each Purchaser and Eagle Rock under the
Purchase Agreement that this Agreement be executed and delivered.



     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 are hereby acknowledged
by each party hereto, the parties hereby agree as follows:



ARTICLE I

DEFINITIONS




     Section 1.01 Definitions. Capitalized terms used herein without definition shall have the meanings
given to them in the Purchase Agreement. The terms set forth below are used herein as so defined:



     “Agreement” has the meaning specified therefor in the introductory paragraph.



     “Eagle Rock” has the meaning specified therefor in the introductory paragraph.



     “Effectiveness Period” has the meaning specified therefor in Section 2.01(a)(i) of
this Agreement.



     “Holder” means the record holder of any Registrable Securities.



     “Included Registrable Securities” has the meaning specified therefor in Section
2.02(a) of this Agreement.



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     “Liquidated Damages” has the meaning specified therefor in Section 2.01(a)(ii) of this
Agreement.



     “Liquidated Damages Multiplier” means the product of $18.20 times the number of Common
Units purchased by such Purchaser.



     “Losses” has the meaning specified therefor in Section 2.08(a) of this Agreement.



     “Managing Underwriter” means, with respect to any Underwritten Offering, the
book-running lead manager of such Underwritten Offering.



     “March 2006 Units” means the 3,770,706 Registrable Securities (as defined in the March
2006 Registration Rights Agreement) of Eagle Rock covered by that certain Registration Rights
Agreement dated March 27, 2006 among Eagle Rock Pipeline, L.P. and each of the other parties set
forth on the signature pages thereto (the “March 2006 Registration Rights Agreement”).
March 2006 Units does not include any Common Units of Eagle Rock that cease to be Registrable
Securities Under the March 2006 Registration Rights Agreement.



     “Opt Out Notice” has the meaning specified therefor in Section 2.02(a) of this
Agreement.



     “Purchase Agreement” has the meaning specified therefor in the Recitals of this
Agreement.



     “Purchaser” and “Purchasers” have the meanings specified therefor in the
introductory paragraph of this Agreement.



     “Purchaser Underwriter Registration Statement” has the meaning specified therefor in
Section 2.04(o) of this Agreement.



     “Registrable Securities” means: (i) the Purchased Common Units, and (ii) any Common
Units issued as Liquidated Damages pursuant to this Agreement pursuant to this Agreement, all of
which Registrable Securities are subject to the rights provided herein until such rights terminate
pursuant to the provisions hereof.



     “Registration Expenses” has the meaning specified therefor in Section 2.07(a) of this
Agreement.



     “Registration Statement” has the meaning specified therefor in Section 2.01(a)(i) of
this Agreement.



     “Selling Expenses” has the meaning specified therefor in Section 2.07(a) of this
Agreement.



     “Selling Holder” means a Holder who is selling Registrable Securities pursuant to a
registration statement.



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     “Underwritten Offering” means an offering (including an offering pursuant to a
Registration Statement) in which Common Units are sold to an underwriter on a firm commitment basis
for reoffering to the public or an offering that is a “bought deal” with one or more investment
banks.



     Section 1.02 Registrable Securities. Any Registrable Security will cease to be a Registrable Security
when: (a) a registration statement covering such Registrable Security has been declared effective
by the Commission and such Registrable Security has been sold or disposed of pursuant to such
effective registration statement; (b) such Registrable Security has been disposed of pursuant to
any section of Rule 144 (or any similar provision then in force) under the Securities Act; (c) such
Registrable Security can be disposed of pursuant to Rule 144(k) (or any similar provision then in
force) under the Securities Act; (d) such Registrable Security is held by Eagle Rock or one of its
Subsidiaries; or (e) such Registrable Security has been sold in a private transaction in which the
transferor’s rights under this Agreement are not assigned to the transferee of such securities.



ARTICLE II

REGISTRATION RIGHTS




     Section 2.01 Registration.



          (a) Registration.




               (i) Deadline To Go Effective. As soon as practicable following the Closing, but in any event
within 90 days of the Closing Date, Eagle Rock shall prepare and file a registration statement
under the Securities Act, or amend a previously filed registration statement under the Securities
Act to name the Purchasers as selling unitholders, to permit the resale of the Registrable
Securities from time to time, including as permitted by Rule 415 under the Securities Act (or any
similar provision then in force under the Securities Act) with respect to all of the Registrable
Securities (the “Registration Statement”). Eagle Rock shall use its commercially
reasonable efforts to cause the Registration Statement to become effective no later than 120 days
following the Closing Date. A Registration Statement filed pursuant to this Section 2.01 shall be
on such appropriate registration form of the Commission as shall be selected by Eagle Rock. Eagle
Rock will use its commercially reasonable efforts to cause the Registration Statement filed
pursuant to this Section 2.01 to be continuously effective under the Securities Act until the
earlier of (i) the date as of which all such Registrable Securities are sold by the Purchasers or
(ii) the date when such Registrable Securities become eligible for resale under Rule 144(k) (or any
similar provision then in force) under the Securities Act (the “Effectiveness Period”).
The Registration Statement when declared effective (including the documents incorporated therein by
reference) shall comply as to form with all applicable requirements of the Securities Act and the
Exchange Act and shall not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein not
misleading.



               (ii) Failure To Go Effective. If the Registration Statement required by Section 2.01 of this
Agreement is not declared effective within 165 days after the Closing Date,
then each Purchaser shall be entitled to a payment with respect to the Purchased Common Units



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of each such Purchaser, as liquidated damages and not as a penalty, of 0.25% of the Liquidated
Damages Multiplier per 30-day period for the first 30 days following the 165th day after the
Closing Date, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day
period for each subsequent 30 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier
per 30-day period (the “Liquidated Damages”). The Liquidated Damages to be paid to each
Purchaser for any period of less than 30-days shall be prorated by multiplying the Liquidated
Damages to be paid to each Purchaser in a full 30-day period by a fraction, the numerator of which
is the number of days for which Liquidated Damages have accrued, and the denominator of which is
30. Initially there shall be no limitation on the aggregate amount of the Liquidated Damages
payable by Eagle Rock under this Agreement to each Purchaser; provided, however, that if there is a
change in the Law or accounting principles generally accepted in the United States that would
result in the Purchased Common Units being treated as debt securities instead of equity securities
for purposes of Eagle Rock’s financial statements because of the Liquidated Damages, then the
aggregate amount of the Liquidated Damages payable by Eagle Rock under this Agreement to each
Purchaser shall not exceed the maximum amount of the Liquidated Damages Multiplier with respect to
such Purchaser allowed for the Purchased Common Units not to be treated as debt securities for
purposes of Eagle Rock’s financial statements. The Liquidated Damages payable pursuant to the
immediately preceding sentence shall be payable within ten Business Days of the end of each such
30-day period. Any Liquidated Damages shall be paid to each Purchaser in cash or immediately
available funds within ten (10) Business Days of the end of each 30-day period; provided, however,
if Eagle Rock certifies that it is unable to pay Liquidated Damages in cash or immediately
available funds because such payment would result in a breach under any of Eagle Rock’s or Eagle
Rock’s Subsidiaries’ credit facilities or other indebtedness filed as exhibits to the Eagle Rock
SEC Documents, then, within (10) Business Days of the end of each 30-day period, Eagle Rock may pay
the Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any
issuance of Common Units as Liquidated Damages, Eagle Rock shall promptly prepare and file an
amendment to the Registration Statement prior to its effectiveness adding such Common Units to such
Registration Statement as additional Registrable Securities. The determination of the number of
Common Units to be issued as Liquidated Damages shall be based on the volume weighted average
closing price of Eagle Rock’s Common Units (as reported by the Nasdaq Global Market) for the five
(5) trading days immediately preceding the date on which the liquidated damages payment is due,
less a discount of 7%. The accrual of Liquidated Damages to a Purchaser shall cease at such time
as the Purchased Common Units of such Purchaser become eligible for resale under Rule 144(k) under
the Securities Act. As soon as practicable following the date that the Registration Statement
becomes effective, but in any event within two Business Days of such date, Eagle Rock shall provide
the Purchasers with written notice of the effectiveness of the Registration Statement.



          (b) Delay Rights. Notwithstanding anything to the contrary contained herein, Eagle
Rock may, upon written notice to any Selling Holder whose Registrable Securities are included in
the Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of
the Registration Statement (in which event the Selling Holder shall discontinue sales of the
Registrable Securities pursuant to the Registration Statement, but such Selling Holder may settle
any such sales of Registrable Securities) if (i) Eagle Rock is pursuing an acquisition, merger,
reorganization, disposition or other similar transaction and Eagle Rock
determines in good faith that Eagle Rock’s ability to pursue or consummate such a transaction

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would be materially adversely affected by any required disclosure of such transaction in the
Registration Statement or (ii) Eagle Rock has experienced some other material non-public event the
disclosure of which at such time, in the good faith judgment of Eagle Rock, would materially
adversely affect Eagle Rock; provided, however, in no event shall the Purchasers be suspended for a
period that exceeds an aggregate of 30 days in any 90-day period or 90 days in any 365-day period;
provided further, however, that during any period where Registrable Securities are registered on a
Form S-1, the failure of the Registration Statement to be effective while updated quarterly or
annual financial information is being included in the Registration Statement or while the
Registration Statement is being converted from Form S-1 to Form S-3 shall not result in the accrual
of Liquidated Damages or count against Delay Rights if such period is no longer than 30 consecutive
days. No additional registration rights may be granted to any other Person that would be superior
to the Purchasers’ registration rights. Upon disclosure of such information or the termination of
the condition described above, Eagle Rock shall provide prompt notice to the Selling Holders whose
Registrable Securities are included in the Registration Statement, shall promptly terminate any
suspension of sales it has put into effect and shall take such other actions to permit registered
sales of Registrable Securities as contemplated in this Agreement.




          (c) Additional Rights to Liquidated Damages. If (i) the Holders shall be prohibited
from selling their Registrable Securities under the Registration Statement as a result of a
suspension pursuant to Section 2.01(b) of this Agreement in excess of the periods permitted therein
or (ii) the Registration Statement is filed and declared effective but, during the Effectiveness
Period, shall thereafter cease to be effective or fail to be usable for its intended purpose
without being succeeded by a post-effective amendment to the Registration Statement, a supplement
to the prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or
l5(d) of the Exchange Act, then, until the suspension is lifted or a post-effective amendment,
supplement or report is filed with the Commission, but not including any day on which a suspension
is lifted or such amendment, supplement or report is filed and declared effective, if applicable,
Eagle Rock shall owe the Holders an amount equal to the Liquidated Damages, following (x) the date
on which the suspension period exceeded the permitted period under Section 2.01(b) of this
Agreement or (y) the day after the Registration Statement ceased to be effective or failed to be
useable for its intended purposes, as liquidated damages and not as a penalty. For purposes of
this Section 2.01(c), a suspension shall be deemed lifted on the date that notice that the
suspension has been lifted is delivered to the Holders pursuant to Section 3.01 of this Agreement.




          (d) Claw-Back of Purchaser Securities. Eagle Rock may exclude Registrable Securities
from the Registration Statement if required by the Commission in order for the Commission to
declare the Registration Statement effective; provided, however, that Eagle Rock will use its
commercially reasonable efforts to file and have declared effective a subsequent Registration
Statement that includes the Registrable Securities excluded from the initial Registration Statement
at such time as it may do so in accordance with the Securities Act as interpreted by the
Commission. With respect to any Registrable Securities that are not included in the initial
Registration Statement or a subsequent Registration Statement within 165 days following the Closing
Date, Eagle Rock shall be required to pay the Purchasers the Liquidated Damages in accordance with
Section 2.01(a)(ii) of this Agreement.




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          (e) No Obligation For Primary Offering By Purchasers. If the Commission deems the
registration of any Registrable Securities to be a primary offering by Eagle Rock or the
Purchasers, and the Commission prohibits the use of Rule 415 under the Securities Act (or any
similar provision then in force) to sell Registrable Securities on a delayed or continuous basis,
then the Purchasers shall agree to discuss in good faith other alternatives regarding the inclusion
of Registable Securities in a primary offering, but in not event shall any Purchaser be obligated
to commit to a primary offering to allow the Registration Statement to be declared effective by the
Commission. In such event, if the Registration Statement is not declared effective within 165 days
following the Closing Date, then Eagle Rock shall be required to pay the Purchasers the Liquidated
Damages in accordance with Section 2.01(a)(ii) of this Agreement.




          (f) Conversion From Form S-1 to Form S-3. Within 30 days of becoming eligible to file
a registration statement on Form S-3, Eagle Rock agrees to convert any Registration Statement on
Form S-1 covering the Purchased Common Units into a registration statement on Form S-3 such that
the Purchased Common Units may be sold from time-to-time pursuant to Rule 415 under the Securities
Act (or any similar provision then in force).




     Section 2.02 Piggyback Rights.



          (a) Participation. If at any time Eagle Rock proposes to file (i) a prospectus
supplement to an effective shelf registration statement, other than the Registration Statement
contemplated by Section 2.01 of this Agreement, or (ii) a registration statement, other than a
shelf registration statement, in either case, for the sale of Common Units in an Underwritten
Offering for its own account and/or another Person, then as soon as practicable but not less than
three Business Days prior to the filing of (x) any preliminary prospectus supplement relating to
such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus
supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act
(if no preliminary prospectus supplement is used) or (z) such registration statement, as the case
may be, then Eagle Rock shall give notice (including, but not limited to, notification by
electronic mail) of such proposed Underwritten Offering to the Holders and such notice shall offer
the Holders the opportunity to include in such Underwritten Offering such number of Registrable
Securities (the “Included Registrable Securities”) as each such Holder may request in
writing; provided, however, that if Eagle Rock has been advised by the Managing Underwriter that
the inclusion of Registrable Securities for sale for the benefit of the Holders will have a
material adverse effect on the price, timing or distribution of the Common Units in the
Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of
Holders shall be determined based on the provisions of Section 2.02(b) of this Agreement. The
notice required to be provided in this Section 2.02(a) to Holders shall be provided on a Business
Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed by such Holder.
Each such Holder shall then have three (3) Business Days after receiving such notice to request
inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall
have one (1) Business Day after such Holder confirms receipt of the notice to request inclusion of
Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight
transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is
received within the specified time, such Holder shall have no further right to participate in such
Underwritten Offering. If, at any time after giving written notice of its intention to undertake
an Underwritten Offering and prior to the closing of such Underwritten



6









 








Offering, Eagle Rock shall determine for any reason not to undertake or to delay such
Underwritten Offering, Eagle Rock may, at its election, give written notice of such determination
to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten
Offering, shall be relieved of its obligation to sell any Included Registrable Securities in
connection with such terminated Underwritten Offering, and (y) in the case of a determination to
delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable
Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall
have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s
Registrable Securities in such offering by giving written notice to Eagle Rock of such withdrawal
up to and including the time of pricing of such offering. No Holder shall be entitled to
participate in any such Underwritten Offering under this Section 2.02(a) unless such Holder
(together with any Affiliate of such Holder) participating therein held at least $10,000,000 of
Purchased Common Units as of the Closing Date. Notwithstanding the foregoing, any Holder may
deliver written notice (an “Opt Out Notice”) to Eagle Rock requesting that such Holder not
receive notice from Eagle Rock of any proposed Underwritten Offering; provided, that such Holder
may later revoke any such notice.




          (b) Priority of Rights. If the Managing Underwriter or Underwriters of any proposed
Underwritten Offering of Common Units included in an Underwritten Offering involving Included
Registrable Securities advises Eagle Rock, or Eagle Rock reasonably determines, that the total
amount of Common Units that the Selling Holders and any other Persons intend to include in such
offering exceeds the number that can be sold in such offering without being likely to have a
material adverse effect on the price, timing or distribution of the Common Units offered or the
market for the Common Units, then the Common Units to be included in such Underwritten Offering
shall include the number of Registrable Securities that such Managing Underwriter or Underwriters
advises Eagle Rock, or Eagle Rock reasonably determines, can be sold without having such adverse
effect, with such number to be allocated (i) first, to Eagle Rock, (ii) second, to the Selling
Holders and the March 2006 Units, pro rata, who have requested participation in such Underwritten
Offering, and (iii) third, to Affiliates of the general partner of Eagle Rock. The pro rata
allocations for each such Selling Holder shall be the product of (a) the aggregate number of Common
Units proposed to be sold by all Selling Holders in such Underwritten Offering multiplied by (b)
the fraction derived by dividing (x) the number of Common Units owned on the Closing Date by such
Selling Holder by (y) the aggregate number of Common Units owned on the Closing Date by all Selling
Holders participating in the Underwritten Offering. All participating Selling Holders shall have
the opportunity to share pro rata that portion of such priority allocable to any Selling Holder(s)
not so participating. As of the date of execution of this Agreement, there are no other Persons
with Registration Rights relating to Common Units other than as described in this Section 2.02(b).
Notwithstanding the foregoing, if any person exercised demand rights granted to such person by
Eagle Rock and proposed to effect an Underwritten Offering of Common Units, then such person shall
have first priority over any other holders proposing to include Common Units in such Underwritten
Offering.




     Section 2.03 Underwritten Offering.



          (a) Request for Underwritten Offering. Any one or more Holders that collectively hold
greater than $10,000,000 of Registrable Securities, based on the purchase price



7






 








per unit under the Purchase Agreement, may deliver written notice to Eagle Rock that such
Holders wish to dispose of an aggregate of at least $10,000,000 of Registrable Securities, based on
the purchase price per unit under the Purchase Agreement, in an Underwritten Offering. Upon
receipt of any such written request, Eagle Rock shall retain underwriters, effect such sale though
an Underwritten Offering, including entering into an underwriting agreement in customary form with
the Managing Underwriter or Underwriters, which shall include, among other provisions, indemnities
to the effect and to the extent provided in Section 2.08, and take all reasonable actions as are
requested by the Managing Underwriter or Underwriters to expedite or facilitate the disposition of
such Registrable Securities; provided, however, Eagle Rock management will not be required to
participate in any roadshow or similar marketing effort on behalf of any such Holder.




          (b) General Procedures. In connection with any Underwritten Offering under this
Agreement, Eagle Rock shall be entitled to select the Managing Underwriter or Underwriters. In
connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder
participates, each Selling Holder and Eagle Rock shall be obligated to enter into an underwriting
agreement that contains such representations, covenants, indemnities and other rights and
obligations as are customary in underwriting agreements for firm commitment offerings of
securities. No Selling Holder may participate in such Underwritten Offering unless such Selling
Holder agrees to sell its Registrable Securities on the basis provided in such underwriting
agreement and completes and executes all questionnaires, powers of attorney, indemnities and other
documents reasonably required under the terms of such underwriting agreement. Each Selling Holder
may, at its option, require that any or all of the representations and warranties by, and the other
agreements on the part of, Eagle Rock to and for the benefit of such underwriters also be made to
and for such Selling Holder’s benefit and that any or all of the conditions precedent to the
obligations of such underwriters under such underwriting agreement also be conditions precedent to
its obligations. No Selling Holder shall be required to make any representations or warranties to
or agreements with Eagle Rock or the underwriters other than representations, warranties or
agreements regarding such Selling Holder and its ownership of the securities being registered on
its behalf, its intended method of distribution and any other representation required by Law. If
any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to
withdraw therefrom by notice to Eagle Rock and the Managing Underwriter; provided, however, that
such withdrawal must be made up to and including the time of pricing of such Underwritten Offering.
No such withdrawal or abandonment shall affect Eagle Rock’s obligation to pay Registration
Expenses.




     Section 2.04 Sale Procedures. In connection with its obligations under this Article II, Eagle Rock
will, as expeditiously as possible:



          (a) prepare and file with the Commission such amendments and supplements to the Registration
Statement and the prospectus used in connection therewith as may be necessary to keep the
Registration Statement effective for the Effectiveness Period and as may be necessary to comply
with the provisions of the Securities Act with respect to the disposition of all securities covered
by the Registration Statement;




          (b) if a prospectus supplement will be used in connection with the marketing of an
Underwritten Offering from the Registration Statement and the Managing Underwriter at

8









 








any time
shall notify Eagle Rock in writing that, in the sole judgment of such Managing Underwriter,
inclusion of detailed information to be used in such prospectus supplement is of material
importance to the success of the Underwritten Offering of such Registrable Securities, use its
commercially reasonable efforts to include such information in such prospectus supplement;




          (c) furnish to each Selling Holder (i) as far in advance as reasonably practicable before
filing the Registration Statement or any other registration statement contemplated by this
Agreement or any supplement or amendment thereto, upon request, copies of reasonably complete
drafts of all such documents proposed to be filed (including exhibits and each document
incorporated by reference therein to the extent then required by the rules and regulations of the
Commission), and provide each such Selling Holder the opportunity to object to any information
pertaining to such Selling Holder and its plan of distribution that is contained therein and make
the corrections reasonably requested by such Selling Holder with respect to such information prior
to filing the Registration Statement or such other registration statement or supplement or
amendment thereto, and (ii) such number of copies of the Registration Statement or such other
registration statement and the prospectus included therein and any supplements and amendments
thereto as such Persons may reasonably request in order to facilitate the public sale or other
disposition of the Registrable Securities covered by such Registration Statement or other
registration statement;




          (d) if applicable, use its commercially reasonable efforts to register or qualify the
Registrable Securities covered by the Registration Statement or any other registration statement
contemplated by this Agreement under the securities or blue sky laws of such jurisdictions as the
Selling Holders or, in the case of an Underwritten Offering, the Managing Underwriter, shall
reasonably request; provided, however, that Eagle Rock will not be required to qualify generally to
transact business in any jurisdiction where it is not then required to so qualify or to take any
action which would subject it to general service of process in any such jurisdiction where it is
not then so subject;




          (e) promptly notify each Selling Holder and each underwriter of Registrable Securities, at any
time when a prospectus relating thereto is required to be delivered by any of them under the
Securities Act, of (i) the filing of the Registration Statement or any other registration statement
contemplated by this Agreement or any prospectus or prospectus supplement to be used in connection
therewith, or any amendment or supplement thereto, and, with respect to such Registration Statement
or any other registration statement or any post-effective amendment thereto, when the same has
become effective; and (ii) any written comments from the Commission with respect to any filing
referred to in clause (i) and any written request by the Commission for amendments or supplements
to the Registration Statement or any other registration statement or any prospectus or prospectus
supplement thereto;




          (f) immediately notify each Selling Holder and each underwriter of Registrable Securities, at
any time when a prospectus relating thereto is required to be delivered under the Securities Act,
of (i) the happening of any event as a result of which the prospectus or prospectus supplement
contained in the Registration Statement or any other registration
statement contemplated by this Agreement, as then in effect, includes an untrue statement of a
material fact or omits to state any material fact required to be stated therein or necessary to
make

9









 








the statements therein not misleading in the light of the circumstances then existing; (ii)
the issuance or threat of issuance by the Commission of any stop order suspending the effectiveness
of the Registration Statement or any other registration statement contemplated by this Agreement,
or the initiation of any proceedings for that purpose; or (iii) the receipt by Eagle Rock of any
notification with respect to the suspension of the qualification of any Registrable Securities for
sale under the applicable securities or blue sky laws of any jurisdiction. Following the provision
of such notice, Eagle Rock agrees to as promptly as practicable amend or supplement the prospectus
or prospectus supplement or take other appropriate action so that the prospectus or prospectus
supplement does not include an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not misleading in the
light of the circumstances then existing and to take such other action as is necessary to remove a
stop order, suspension, threat thereof or proceedings related thereto;




          (g) upon request and subject to appropriate confidentiality obligations, furnish to each
Selling Holder copies of any and all transmittal letters or other correspondence with the
Commission or any other governmental agency or self-regulatory body or other body having
jurisdiction (including any domestic or foreign securities exchange) relating to such offering of
Registrable Securities;




          (h) in the case of an Underwritten Offering, furnish upon request, (i) an opinion of counsel
for Eagle Rock dated the effective date of the applicable registration statement or the date of any
amendment or supplement thereto, and a letter of like kind dated the date of the closing under the
underwriting agreement, and (ii) a “cold comfort” letter, dated the date of the applicable
registration statement or the date of any amendment or supplement thereto and a letter of like kind
dated the date of the closing under the underwriting agreement, in each case, signed by the
independent public accountants who have certified Eagle Rock’s financial statements included or
incorporated by reference into the applicable registration statement, and each of the opinion and
the “cold comfort” letter shall be in customary form and covering substantially the same matters
with respect to such registration statement (and the prospectus and any prospectus supplement
included therein) as are customarily covered in opinions of issuer’s counsel and in accountants’
letters delivered to the underwriters in Underwritten Offerings of securities and such other
matters as such underwriters or Selling Holders may reasonably request;




          (i) otherwise use its commercially reasonable efforts to comply with all applicable rules and
regulations of the Commission, and make available to its security holders, as soon as reasonably
practicable, an earnings statement, which earnings statement shall satisfy the provisions of
Section 11(a) of the Securities Act and Rule 158 promulgated thereunder;




          (j) make available to the appropriate representatives of the Managing Underwriter and Selling
Holders access to such information and Eagle Rock personnel as is reasonable and customary to
enable such parties to establish a due diligence defense under the Securities Act; provided,
however, that Eagle Rock need not disclose any such information to any such representative unless
and until such representative has entered into or is otherwise
subject to a confidentiality agreement with Eagle Rock satisfactory to Eagle Rock (including
any confidentiality agreement referenced in Section 8.06 of the Purchase Agreement);

10









 









          (k) cause all such Registrable Securities registered pursuant to this Agreement to be listed
on each securities exchange or nationally recognized quotation system on which similar securities
issued by Eagle Rock are then listed;




          (l) use its commercially reasonable efforts to cause the Registrable Securities to be
registered with or approved by such other governmental agencies or authorities as may be necessary
by virtue of the business and operations of Eagle Rock to enable the Selling Holders to consummate
the disposition of such Registrable Securities;




          (m) provide a transfer agent and registrar for all Registrable Securities covered by such
registration statement not later than the effective date of such registration statement;




          (n) enter into customary agreements and take such other actions as are reasonably requested by
the Selling Holders or the underwriters, if any, in order to expedite or facilitate the disposition
of such Registrable Securities; and




          (o) if any Purchaser could reasonably be deemed to be an “underwriter”, as defined in Section
2(a)(11) of the Securities Act, in connection with an Underwritten Offering in respect of any
registration of Eagle Rock’s securities of any Purchaser pursuant to this Agreement, and any
amendment or supplement thereof (any such registration statement or amendment or supplement a
“Purchaser Underwriter Registration Statement”), cooperate with such Purchaser in allowing
such Purchaser to conduct customary “underwriter’s due diligence” with respect to Eagle Rock and
satisfy its obligations in respect thereof. In addition, at any Purchaser’s request, Eagle Rock
will furnish to such Purchaser, on the date of the effectiveness of any Purchaser Underwriter
Registration Statement and thereafter from time to time on such dates as such Purchaser may
reasonably request, (i) a letter, dated such date, from Eagle Rock’s independent certified public
accountants in form and substance as is customarily given by independent certified public
accountants to underwriters in an underwritten public offering, addressed to such Purchaser, and
(ii) an opinion, dated as of such date, of counsel representing Eagle Rock for purposes of such
Purchaser Underwriter Registration Statement, in form, scope and substance as is customarily given
in an underwritten public offering, including a standard “10b-5” opinion for such offering,
addressed to such Purchaser. Eagle Rock will also permit legal counsel to such Purchaser to review
and comment upon any such Purchaser Underwriter Registration Statement at least five Business Days
prior to its filing with the Commission and all amendments and supplements to any such Purchaser
Underwriter Registration Statement within a reasonable number of days prior to their filing with
the Commission and not file any Purchaser Underwriter Registration Statement or amendment or
supplement thereto in a form to which such Purchaser’s legal counsel reasonably objects.




     Each Selling Holder, upon receipt of notice from Eagle Rock of the happening of any event of
the kind described in Section 2.04(f) of this Agreement, shall forthwith discontinue disposition of
the Registrable Securities until such Selling Holder’s receipt of the copies of the supplemented or
amended prospectus contemplated by Section 2.04(f) of this Agreement or until it is advised in
writing by Eagle Rock that the use of the prospectus may be resumed, and has
received copies of any additional or supplemental filings incorporated by reference in the
prospectus, and, if so directed by Eagle Rock, such Selling Holder will, or will request the
managing underwriter or underwriters, if any, to deliver to Eagle Rock (at Eagle Rock’s expense)



11







 






all copies in their possession or control, other than permanent file copies then in such Selling
Holder’s possession, of the prospectus covering such Registrable Securities current at the time of
receipt of such notice.




     If requested by a Purchaser in connection with an Underwritten Offering, Eagle Rock shall: (i)
as soon as practicable incorporate in a prospectus supplement or post-effective amendment such
information as such Purchaser reasonably requests to be included therein relating to the sale and
distribution of Registrable Securities, including information with respect to the number of
Registrable Securities being offered or sold, the purchase price being paid therefor and any other
terms of the offering of the Registrable Securities to be sold in such offering; (ii) as soon as
practicable make all required filings of such prospectus supplement or post-effective amendment
after being notified of the matters to be incorporated in such prospectus supplement or
post-effective amendment; and (iii) as soon as practicable, supplement or make amendments to any
Registration Statement.



     Section 2.05 Cooperation by Holders. Eagle Rock shall have no obligation to include in the Registration
Statement Common Units of a Holder, or in an Underwritten Offering pursuant to Section 2.02 of this
Agreement Common Units of a Selling Holder, who has failed to timely furnish such information that,
in the opinion of counsel to Eagle Rock, is reasonably required in order for the registration
statement or prospectus supplement, as applicable, to comply with the Securities Act.



     Section 2.06 Restrictions on Public Sale by Holders of Registrable Securities. For a period of 365 days
from the Closing Date, each Holder of Registrable Securities who is included in the Registration
Statement agrees not to effect any public sale or distribution of the Registrable Securities during
the 30-day period following completion of an Underwritten Offering of equity securities by Eagle
Rock (except as provided in this Section 2.06); provided, however, that the duration of the
foregoing restrictions shall be no longer than the duration of the shortest restriction generally
imposed by the underwriters on the officers or directors or any other Unitholder of Eagle Rock on
whom a restriction is imposed in connection with such public offering. In addition, the provisions
of this Section 2.06 shall not apply with respect to a Holder that (A) owns less than $10,000,000
of Purchased Common Units, based on the purchase price per unit under the Purchase Agreement, (B)
has delivered an Opt Out Notice to Eagle Rock pursuant to Section 2.02 hereof or (C) has submitted
a notice requesting the inclusion of Registrable Securities in an Underwritten Offering pursuant to
Section 2.02 or Section 2.03(a) hereof but is unable to do so as a result of the priority
provisions contained in Section 2.02(b) hereof.



     Section 2.07 Expenses.



          (a) Certain Definitions. “Registration Expenses” means all expenses incident
to Eagle Rock’s performance under or compliance with this Agreement to effect the registration
of Registrable Securities on the Registration Statement pursuant to Section 2.01 hereof or an
Underwritten Offering covered under this Agreement, and the disposition of such securities,
including, without limitation, all registration, filing, securities exchange listing and the Nasdaq
Global Market fees, all registration, filing, qualification and other fees and expenses of
complying with securities or blue sky laws, fees of the National Association of Securities

12









 








Dealers,
Inc., transfer taxes and fees of transfer agents and registrars, all word processing, duplicating
and printing expenses and the fees and disbursements of counsel and independent public accountants
for Eagle Rock, including the expenses of any special audits or “cold comfort” letters required by
or incident to such performance and compliance. “Selling Expenses” means all underwriting
fees, discounts and selling commissions allocable to the sale of the Registrable Securities.




          (b) Expenses. Eagle Rock will pay all reasonable Registration Expenses as determined
in good faith, including, in the case of an Underwritten Offering, whether or not any sale is made
pursuant to such Underwritten Offering. In addition, except as otherwise provided in Section 2.08
hereof, Eagle Rock shall not be responsible for legal fees incurred by Holders in connection with
the exercise of such Holders’ rights hereunder. Each Selling Holder shall pay all Selling Expenses
in connection with any sale of its Registrable Securities hereunder.




     Section 2.08 Indemnification.



          (a) By Eagle Rock. In the event of an offering of any Registrable Securities under
the Securities Act pursuant to this Agreement, Eagle Rock will indemnify and hold harmless each
Selling Holder thereunder, its directors and officers, and each underwriter, pursuant to the
applicable underwriting agreement with such underwriter, of Registrable Securities thereunder and
each Person, if any, who controls such Selling Holder or underwriter within the meaning of the
Securities Act and the Exchange Act, and its directors and officers, against any losses, claims,
damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively,
“Losses”), joint or several, to which such Selling Holder, director, officer, underwriter
or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise,
insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any
material fact contained in the Registration Statement or any other registration statement
contemplated by this Agreement, any preliminary prospectus, free writing prospectus or final
prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein (in the case of a prospectus, in light of the
circumstances under which they were made) not misleading, and will reimburse each such Selling
Holder, its directors and officers, each such underwriter and each such controlling Person for any
legal or other expenses reasonably incurred by them in connection with investigating or defending
any such Loss or actions or proceedings; provided, however, that Eagle Rock will not be liable in
any such case if and to the extent that any such Loss arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission so made in strict conformity
with information furnished by such Selling Holder, its directors or officers or any underwriter or
controlling Person in writing specifically for use in the Registration Statement or such other
registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in
full force and effect regardless of any
investigation made by or on behalf of such Selling Holder or any such Selling Holder, its
directors or officers or any underwriter or controlling Person, and shall survive the transfer of
such securities by such Selling Holder.




13







 









          (b) By Each Selling Holder. Each Selling Holder agrees severally and not jointly to
indemnify and hold harmless Eagle Rock, its directors and officers, and each Person, if any, who
controls Eagle Rock within the meaning of the Securities Act or of the Exchange Act, and its
directors and officers, to the same extent as the foregoing indemnity from Eagle Rock to the
Selling Holders, but only with respect to information regarding such Selling Holder furnished in
writing by or on behalf of such Selling Holder expressly for inclusion in the Registration
Statement or any preliminary prospectus or final prospectus included therein, or any amendment or
supplement thereto; provided, however, that the liability of each Selling Holder shall not be
greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by
such Selling Holder from the sale of the Registrable Securities giving rise to such
indemnification.




          (c) Notice. Promptly after receipt by an indemnified party hereunder of notice of the
commencement of any action, such indemnified party shall, if a claim in respect thereof is to be
made against the indemnifying party hereunder, notify the indemnifying party in writing thereof,
but the omission so to notify the indemnifying party shall not relieve it from any liability which
it may have to any indemnified party other than under this Section 2.08. In any action brought
against any indemnified party, it shall notify the indemnifying party of the commencement thereof.
The indemnifying party shall be entitled to participate in and, to the extent it shall wish, to
assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified
party and, after notice from the indemnifying party to such indemnified party of its election so to
assume and undertake the defense thereof, the indemnifying party shall not be liable to such
indemnified party under this Section 2.08 for any legal expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable costs of
investigation and of liaison with counsel so selected; provided, however, that, (i) if the
indemnifying party has failed to assume the defense or employ counsel reasonably acceptable to the
indemnified party or (ii) if the defendants in any such action include both the indemnified party
and the indemnifying party and counsel to the indemnified party shall have concluded that there may
be reasonable defenses available to the indemnified party that are different from or additional to
those available to the indemnifying party, or if the interests of the indemnified party reasonably
may be deemed to conflict with the interests of the indemnifying party, then the indemnified party
shall have the right to select a separate counsel and to assume such legal defense and otherwise to
participate in the defense of such action, with the reasonable expenses and fees of such separate
counsel and other reasonable expenses related to such participation to be reimbursed by the
indemnifying party as incurred. Notwithstanding any other provision of this Agreement, no
indemnifying party shall settle any action brought against an indemnified party with respect to
which it is entitled to indemnification hereunder without the consent of the indemnified party,
unless the settlement thereof imposes no liability or obligation on, and includes a complete and
unconditional release from all liability of, the indemnified party. Notwithstanding any other
provision of this Agreement, no indemnified party shall settle any action brought against it with
respect to which it is entitled to indemnification hereunder without the consent of the
indemnifying party, unless the settlement thereof imposes
no liability or obligation on, and includes a complete and unconditional release from all
liability of, the indemnifying party.




          (d) Contribution. If the indemnification provided for in this Section 2.08 is held by
a court or government agency of competent jurisdiction to be unavailable to any

14









 








indemnified party
or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such Loss in such proportion as is appropriate to
reflect the relative fault of the indemnifying party on the one hand and of such indemnified party
on the other in connection with the statements or omissions which resulted in such Losses, as well
as any other relevant equitable considerations; provided, however, that in no event shall such
Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of
proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable
Securities giving rise to such indemnification. The relative fault of the indemnifying party on
the one hand and the indemnified party on the other shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact has been made by, or relates to, information supplied by
such party, and the parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The parties hereto agree that it would not be just
and equitable if contributions pursuant to this paragraph were to be determined by pro rata
allocation or by any other method of allocation which does not take account of the equitable
considerations referred to herein. The amount paid by an indemnified party as a result of the
Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and
other expenses reasonably incurred by such indemnified party in connection with investigating or
defending any Loss which is the subject of this paragraph. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who is not guilty of such fraudulent misrepresentation.




          (e) Other Indemnification. The provisions of this Section 2.08 shall be in addition
to any other rights to indemnification or contribution which an indemnified party may have pursuant
to law, equity, contract or otherwise.




     Section 2.09 Rule 144 Reporting. With a view to making available the benefits of certain rules and
regulations of the Commission that may permit the sale of the Registrable Securities to the public
without registration, Eagle Rock agrees to use its commercially reasonable efforts to:



          (a) make and keep public information regarding Eagle Rock available, as those terms are
understood and defined in Rule 144 under the Securities Act, at all times from and after the date
hereof;




          (b) file with the Commission in a timely manner all reports and other documents required of
Eagle Rock under the Securities Act and the Exchange Act at all times from and after the date
hereof; and




          (c) so long as a Holder owns any Registrable Securities, furnish, unless otherwise not
available at no charge by access electronically to the Commission’s EDGAR filing system, to such
Holder forthwith upon request a copy of the most recent annual or quarterly report of Eagle Rock,
and such other reports and documents so filed as such Holder may reasonably request in availing
itself of any rule or regulation of the Commission allowing such Holder to sell any such securities
without registration.




15







 








     Section 2.10 Transfer or Assignment of Registration Rights. The rights to cause Eagle Rock to register
Registrable Securities granted to the Purchasers by Eagle Rock under this Article II may be
transferred or assigned by any Purchaser to one or more transferee(s) or assignee(s) of such
Registrable Securities or by total return swap; provided, however, that, except with respect to a
total return swap, (a) unless such transferee is an Affiliate of such Purchaser, each such
transferee or assignee holds Registrable Securities representing at least $10,000,000 of the
Purchased Common Units, based on the purchase price per unit under the Purchase Agreement, (b)
Eagle Rock is given written notice prior to any said transfer or assignment, stating the name and
address of each such transferee and identifying the securities with respect to which such
registration rights are being transferred or assigned, and (c) each such transferee assumes in
writing responsibility for its portion of the obligations of such Purchaser under this Agreement.



     Section 2.11 Limitation on Subsequent Registration Rights. From and after the date hereof, Eagle Rock
shall not, without the prior written consent of the Holders of a majority of the outstanding
Registrable Securities, (i) enter into any agreement with any current or future holder of any
securities of Eagle Rock that would allow such current or future holder to require Eagle Rock to
include securities in any registration statement filed by Eagle Rock on a basis that is superior in
any way to the piggyback rights granted to the Purchasers hereunder or (ii) grant registration
rights to any other Person that would be superior to the Purchasers’ registration rights hereunder.



ARTICLE III

MISCELLANEOUS




     Section 3.01 Communications. All notices and other communications provided for or permitted hereunder
shall be made in writing by facsimile, electronic mail, courier service or personal delivery:



          (a) if to a Purchaser, to the address set forth in Section 8.07 of the Purchase Agreement in
accordance with the provisions of this Section 3.01;




          (b) if to a transferee of a Purchaser, to such Holder at the address provided pursuant to
Section 2.10 hereof; and




          (c) if to Eagle Rock, 16701 Greenspoint Park Drive, Suite 200, Houston, Texas 77060 at
(facsimile: 281.408.1399), notice of which is given in accordance with the provisions of this
Section 3.01.




     All such notices and communications shall be deemed to have been received: at the time
delivered by hand, if personally delivered; when receipt acknowledged, if sent via facsimile or
electronic mail; and when actually received, if sent by courier service or any other means.



     Section 3.02 Successor and Assigns. This Agreement shall inure to the benefit of and be binding upon
the successors and assigns of each of the parties, including subsequent Holders of Registrable
Securities to the extent permitted herein.



16









 





     Section 3.03 Aggregation of Purchased Common Units. All Purchased Common Units held or acquired by
Persons who are Affiliates of one another shall be aggregated together for the purpose of
determining the availability of any rights under this Agreement.



     Section 3.04 Recapitalization, Exchanges, Etc. Affecting the Common Units. The provisions of this
Agreement shall apply to the full extent set forth herein with respect to any and all units of
Eagle Rock or any successor or assign of Eagle Rock (whether by merger, consolidation, sale of
assets or otherwise) which may be issued in respect of, in exchange for or in substitution of, the
Registrable Securities, and shall be appropriately adjusted for combinations, unit splits,
recapitalizations and the like occurring after the date of this Agreement.



     Section 3.05 Specific Performance. Damages in the event of breach of this Agreement by a party hereto
may be difficult, if not impossible, to ascertain, and it is therefore agreed that each such
Person, in addition to and without limiting any other remedy or right it may have, will have the
right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining
any such breach, and enforcing specifically the terms and provisions hereof, and each of the
parties hereto hereby waives any and all defenses it may have on the ground of lack of jurisdiction
or competence of the court to grant such an injunction or other equitable relief. The existence of
this right will not preclude any such Person from pursuing any other rights and remedies at law or
in equity which such Person may have.



     Section 3.06 Counterparts. This Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which counterparts, when so executed and
delivered, shall be deemed to be an original and all of which counterparts, taken together, shall
constitute but one and the same Agreement.



     Section 3.07 Headings. The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning hereof.



     Section 3.08 Governing Law. The Laws of the State of New York shall govern this Agreement without
regard to principles of conflict of Laws.



     Section 3.09 Severability of Provisions. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof or
affecting or impairing the validity or enforceability of such provision in any other jurisdiction.



     Section 3.10 Entire Agreement. This Agreement is intended by the parties as a final expression of their
agreement and intended to be a complete and exclusive statement of the agreement and understanding
of the parties hereto in respect of the subject matter contained herein. There are no
restrictions, promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the rights granted by Eagle Rock set forth herein. This Agreement and the
Purchase Agreement supersede all prior agreements and understandings between the parties with
respect to such subject matter.



17









 





     Section 3.11 Amendment. This Agreement may be amended only by means of a written amendment signed by
Eagle Rock and the Holders of a majority of the then outstanding Registrable Securities; provided,
however, that no such amendment shall materially and adversely affect the rights of any Holder
hereunder without the consent of such Holder.



     Section 3.12 No Presumption. If any claim is made by a party relating to any conflict, omission or
ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by
virtue of the fact that this Agreement was prepared by or at the request of a particular party or
its counsel.



     Section 3.13 Obligations Limited to Parties to Agreement. Each of the Parties hereto covenants, agrees
and acknowledges that no Person other than the Purchasers (and their permitted assignees) and Eagle
Rock shall have any obligation hereunder and that, notwithstanding that one or more of the
Purchasers may be a corporation, partnership or limited partnership, no recourse under this
Agreement or the Purchase Agreement or under any documents or instruments delivered in connection
herewith or therewith shall be had against any former, current or future director, officer,
employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of
the Purchasers or any former, current or future director, officer, employee, agent, general or
limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the
enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any
applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever
shall attach to, be imposed on or otherwise
be incurred by any former, current or future director, officer, employee, agent, general or limited
partner, manager, member, stockholder or Affiliate of any of the Purchasers or any former, current
or future director, officer, employee, agent, general or limited partner, manager, member,
stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Purchasers
under this Agreement or the Purchase Agreement or any documents or instruments delivered in
connection herewith or therewith or for any claim based on, in respect of or by reason of such
obligation or its creation.



     Section 3.14 Interpretation. Article, Section, Schedule and Exhibit references are to
this Agreement, unless otherwise specified. All references to instruments, documents, contracts
and agreements are references to such instruments, documents, contracts and agreements as the same
may be amended, supplemented and otherwise modified from time to time, unless otherwise specified.
The word “including” shall mean “including but not limited to”. Whenever any determination,
consent or approval is to be made or given by a Purchaser under this Agreement, such action shall
be in such Purchaser’s sole discretion unless otherwise specified.



[The remainder of this page is intentionally left blank]




18









 





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



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	EAGLE ROCK ENERGY PARTNERS, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	EAGLE ROCK ENERGY GP, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	EAGLE ROCK ENERGY G&P, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 	 	 	 	Title:	 	 






19









 






	 	 	 	 	 
	 	GPS PARTNERS LLC

 	 
	 	By:  	 	 
	 	 	Name:  	Brett S. Messing 	 
	 	 	Title:  	Managing Partner 	 
	 




20









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	LEHMAN BROTHERS MLP OPPORTUNITY FUND L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	LEHMAN BROTHERS MLP OPPORTUNITY
ASSOCIATES L.P., its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	LEHMAN BROTHERS MLP
OPPORTUNITY ASSOCIATES L.L.C.,
its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 	 	 	 	Title:	 	 






21









 






	 	 	 	 	 
	 	RCH ENERGY MLP FUND, L.P.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




22









 





	 	 	 	 	 
	 	NEW MOUNTAIN VANTAGE, L.P.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



23









 






	 	 	 	 	 



	 	 	 	 	 
	 	NEW MOUNTAIN VANTAGE (CALIFORNIA), L.P.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




24









 





	 	 	 	 	 
	 	NEW MOUNTAIN VANTAGE (TEXAS), L.P.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




25









 





	 	 	 	 	 
	 	NEW MOUNTAIN VANTAGE HOLDCO LTD.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




26









 





	 	 	 	 	 
	 	ZLP FUND, L.P.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




27









 





	 	 	 	 	 
	 	STRUCTURED FINANCE AMERICAS LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




28