exv10w14



 





Exhibit 10.14




COMMON UNIT PURCHASE AGREEMENT




BY AND AMONG




EAGLE ROCK ENERGY PARTNERS, L.P.




AND




THE PURCHASERS NAMED HEREIN




 









 





COMMON UNIT PURCHASE AGREEMENT




     COMMON UNIT PURCHASE AGREEMENT, dated as of March 30, 2007 (this “Agreement”), 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, simultaneously with the execution of this Agreement, Eagle Rock is entering into
definitive purchase agreements to acquire all of the issued and outstanding limited and general
partnership interests of Laser Quitman Gathering Company, LP, Laser Gathering Company, LP, Laser
Midstream Energy, LP, HESCO Gathering Company, LLC and HESCO Pipeline Company, LLC, as more fully
described in the Laser Acquisition Agreement, upon the terms and conditions and for the
consideration set forth in the Laser Acquisition Agreement (the “Laser Acquisition”);



     WHEREAS, Eagle Rock desires to finance the Laser Acquisition through the sale of an aggregate
of $127,500,009.00 of Common Units and the Purchasers desire to purchase an aggregate of
$127,500,009.00 of Common Units from Eagle Rock, each in accordance with the provisions of this
Agreement;



     WHEREAS, it is a condition to the obligations of the Purchasers and Eagle Rock under this
Agreement that the Laser Acquisition be consummated;



     WHEREAS, Eagle Rock has agreed to provide the Purchasers with certain registration rights with
respect to the Purchased Common Units acquired pursuant to this Agreement; and



     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,
Eagle Rock and each of the Purchasers, severally and not jointly, hereby agree as follows:



ARTICLE I

DEFINITIONS




     Section 1.01. Definitions. As used in this Agreement, and unless the context requires
a different meaning, the following terms have the meanings indicated:



     “8-K Filing” shall have the meaning specified in Section 5.04.



     “Action” against a Person means any lawsuit, action, proceeding, investigation or
complaint before any Governmental Authority, mediator or arbitrator.



 









 





     “Affiliate” means, with respect to a specified Person, any other Person, whether now
in existence or hereafter created, directly or indirectly controlling, controlled by or under
direct or indirect common control with such specified Person. For purposes of this definition,
“control” (including, with correlative meanings, “controlling”, “controlled by” and “under common
control with”) means the power to direct or cause the direction of the management and policies of
such Person, directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise.



     “Agreement” shall have the meaning specified in the introductory paragraph.



     “Basic Documents” means, collectively, this Agreement, the Registration Rights
Agreement, the Laser Acquisition Agreement and any and all other agreements or instruments executed
and delivered by the Parties to evidence the execution, delivery and performance of this Agreement,
and any amendments, supplements, continuations or modifications thereto.



     “Board of Directors” means the Board of Directors of Eagle Rock Energy G&P, LLC, a
Delaware limited liability company and general partner of Eagle Rock Energy GP, L.P.



     “Business Day” means any day other than a Saturday, a Sunday, or a legal holiday for
commercial banks in Houston, Texas or New York, New York.



     “Buy-In” shall have the meaning specified in Section 8.08.



     “Buy-In Price” shall have the meaning specified in Section 8.08.



     “Closing” shall have the meaning specified in Section 2.02.



     “Closing Date” shall have the meaning specified in Section 2.02.



     “Code” means the Internal Revenue Code of 1986, as amended from time to time.



     “Commission” means the United States Securities and Exchange Commission.



     “Commitment Amount” means the dollar amount set forth opposite each Purchaser’s name
on Schedule 2.01 to this Agreement under the heading “Gross Proceeds to Issuer”.



     “Common Unit Price” shall have the meaning specified in Section 2.01(c).



     “Common Units” means the Common Units of Eagle Rock representing limited partner
interests in Eagle Rock.



     “Delaware LP Act” shall have the meaning specified in Section 3.02(a).



     “Eagle Rock” shall have the meaning specified in the introductory paragraph.



     “Eagle Rock Financial Statements” shall have the meaning specified in Section 3.03.



     “Eagle Rock Material Adverse Effect” means any material and adverse effect on (i) the
assets, liabilities, financial condition, business, operations, prospects or affairs of Eagle Rock
and



 









 







its Subsidiaries, taken as a whole, measured against those assets, liabilities, financial
condition, business, operations, prospects or affairs reflected in the Eagle Rock SEC Documents,
(ii) the ability of Eagle Rock and its Subsidiaries, taken as a whole, to carry out their business
as of the date of this Agreement or to meet their obligations under the Basic Documents on a timely
basis or (iii) the ability of Eagle Rock to consummate the transactions under any Basic Document.



     “Eagle Rock Related Parties” shall have the meaning specified in Section 7.02.



     “Eagle Rock SEC Documents” shall have the meaning specified in Section 3.03.



     “Eagle Rock Terminating Breach” shall have the meaning specified in Section
8.12(a)(ii).



     “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to
time, and the rules and regulations of the Commission promulgated thereunder.



     “First Quarter Distribution” shall have the meaning specified in Section 5.08.



     “GAAP” means generally accepted accounting principles in the United States of America
in effect from time to time.



     “Governmental Authority” shall include the country, state, county, city and political
subdivisions in which any Person or such Person’s Property is located or that exercises valid
jurisdiction over any such Person or such Person’s Property, and any court, agency, department,
commission, board, bureau or instrumentality of any of them and any monetary authorities that
exercise valid jurisdiction over any such Person or such Person’s Property. Unless otherwise
specified, all references to Governmental Authority herein shall mean a Governmental Authority
having jurisdiction over, where applicable, Eagle Rock, its Subsidiaries or any of their Property
or any of the Purchasers.



     “Indemnified Party” shall have the meaning specified in Section 7.03.



     “Indemnifying Party” shall have the meaning specified in Section 7.03.



     “Laser” means Laser Midstream Energy, a [Delaware] [limited liability company].



     “Laser Acquisition” shall have the meaning specified in the recitals.



     “Laser Acquisition Agreement” mean that certain Partnership Interests Purchase and
Contribution Agreement dated as of March 30, 2007, by and among Laser, as seller, and Eagle Rock,
as buyer, which is attached hereto as Exhibit E.



     “Laser Closing Date” means the date on which the Laser Acquisitions is consummated.



     “Laser Material Adverse Effect” means any material and adverse effect on the business,
assets, liabilities or operations to be acquired by Eagle Rock from Laser or Montierra and their
respective Subsidiaries pursuant to the Laser Acquisition Agreement or any agreement related to the
Montierra assets or any material and adverse effect on the prospects related to any of the
foregoing.



 









 





     “Law” means any federal, state, local or foreign order, writ, injunction, judgment,
settlement, award, decree, statute, law, rule or regulation.



     “Lien” means any interest in Property securing an obligation owed to, or a claim by, a
Person other than the owner of the Property, whether such interest is based on the common law,
statute or contract, and whether such obligation or claim is fixed or contingent, and including the
lien or security interest arising from a mortgage, encumbrance, pledge, security agreement,
conditional sale or trust receipt or a lease, consignment or bailment for security purposes.



     “Limited Partnership Agreement” shall have the meaning specified in Section 2.01(a).



     “Lock-Up Date” means the earlier of (i) 90 days after the Closing Date and (ii) the
date that a registration statement under the Securities Act to permit resale of the Purchased
Common Units is declared effective by the Commission or becomes effective in the case of any
registration statement that becomes effective automatically.



     “Long-Term Incentive Plan” means the Eagle Rock Energy Partners, L.P. Long-Term
Incentive Plan adopted by Eagle Rock’s general partner on October 25, 2006.



     “Party” or “Parties” means Eagle Rock and the Purchasers, individually or
collectively, as the case may be.



     “Patriot Act” has the meaning specified in Section 4.11.



     “Person” means any individual, corporation, company, voluntary association,
partnership, joint venture, trust, limited liability company, unincorporated organization or
government or any agency, instrumentality or political subdivision thereof, or any other form of
entity.



     “Prohibited Investor” has the meaning specified in Section 4.11.



     “Property” means any interest in any kind of property or asset, whether real, personal
or mixed, or tangible or intangible.



     “Purchase Price” means the aggregate of each Purchaser’s Commitment Amount set forth
opposite the Purchaser’s name on Schedule 2.01 to this Agreement under the heading “Gross
Proceeds to Issuer.”



     “Purchased Common Units” means the Common Units to be issued and sold to the
Purchasers pursuant to this Agreement.



     “Purchaser” shall have the meaning specified in the introductory paragraph.



     “Purchaser Material Adverse Effect” means, with respect to a Purchaser, any material
and adverse effect on (i) the ability of such Purchaser to meet its obligations under the Basic
Documents to which it is party on a timely basis or (ii) the ability of such Purchaser to
consummate the transactions under any Basic Document to which it is a party.



     “Purchaser Related Parties” shall have the meaning specified in Section 7.01.



 









 





     “Purchaser Terminating Breach” shall have the meaning specified in Section
8.12(a)(iii).



     “Purchasers” shall have the meaning specified in the introductory paragraph.



     “Registration Rights Agreement” means the Registration Rights Agreement, substantially
in the form attached to this Agreement as Exhibit B, to be entered into at the Closing,
among Eagle Rock and the Purchasers.



     “Representatives” of any Person means the officers, managers, directors, employees,
Affiliates, control persons, counsel, investment bankers, agents and other representatives of such
Person.



     “Securities Act” means the Securities Act of 1933, as amended from time to time, and
the rules and regulations of the Commission promulgated thereunder.



     “Subsidiary” means, as to any Person, any corporation or other entity of which a
majority of the outstanding equity interest having by the terms thereof ordinary voting power to
elect a majority of the board of directors of such corporation or other entity (irrespective of
whether or not at the time any equity interest of any other class or classes of such corporation or
other entity shall have or might have voting power by reason of the happening of any contingency)
is at the time directly or indirectly owned or controlled by such Person or one or more of its
Subsidiaries.



     “Unitholders” means the Unitholders of Eagle Rock (within the meaning of the Limited
Partnership Agreement).



     Section 1.02. Accounting Procedures and Interpretation. Unless otherwise specified in
this Agreement, all accounting terms used herein shall be interpreted, all determinations with
respect to accounting matters under this Agreement shall be made, and all financial statements and
certificates and reports as to financial matters required to be furnished to the Purchasers under
this Agreement shall be prepared, in accordance with GAAP applied on a consistent basis during the
periods involved (except, in the case of unaudited statements, as permitted by Form 10-Q
promulgated by the Commission) and in compliance as to form in all material respects with
applicable accounting requirements and with the published rules and regulations of the Commission
with respect thereto.



ARTICLE II

SALE AND PURCHASE




     Section 2.01. Sale and Purchase. Contemporaneously with the consummation of the Laser
Acquisition and subject to the terms and conditions of this Agreement, at the Closing, Eagle Rock
hereby agrees to issue and sell to each Purchaser, and each Purchaser hereby agrees, severally and
not jointly, to purchase from Eagle Rock, the number of Purchased Common Units set forth opposite
its name on Schedule 2.01 hereto. Each Purchaser agrees to pay Eagle Rock the Common Unit Price
for each Purchased Common Unit as set forth in Section 2.01(c). The respective obligations of each
Purchaser under this Agreement are several and not joint with the obligations of any other
Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations
of any other Purchaser under this Agreement. The failure or waiver of performance under this
Agreement by any Purchaser, or on its behalf, does not excuse



 









 




performance by any other Purchaser. Nothing contained herein or in any other Basic Document,
and no action taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers
as a partnership, an association, a joint venture or any other kind of entity, or create a
presumption that the Purchasers are in any way acting in concert or as a group with respect to such
obligations or the transactions contemplated by any Basic Document. Except as otherwise provided
in this Agreement or the other Basic Documents, each Purchaser shall be entitled to independently
protect and enforce its rights, including the rights arising out of this Agreement or out of the
other Basic Documents, and it shall not be necessary for any other Purchaser to be joined as an
additional party in any proceeding for such purpose.




          (a) Common Units. The Purchased Common Units shall have those rights, preferences,
privileges and restrictions governing the Common Units as set forth in the First Amended and
Restated Agreement of Limited Partnership of Eagle Rock Energy Partners, L.P., dated as of October
27, 2006 (the “Limited Partnership Agreement”), as amended.




          (b) Consideration. The amount per Common Unit that each Purchaser will pay to Eagle
Rock to purchase the Purchased Common Units on the Closing Date shall be $18.20 (the “Common
Unit Price”).




     Section 2.02. Closing. The execution and delivery of the Basic Documents (other than
this Agreement and the Laser Acquisition Agreement), the delivery of certificates representing the
Purchased Common Units, the payment by each Purchaser of its respective Commitment Amount and
execution and delivery of all other instruments, agreements and other documents required by this
Agreement (the “Closing”) shall take place on a date (the “Closing Date”)
concurrent with the Laser Closing Date, which shall occur after April 1, 2007 and prior to May 31,
2007, provided that Eagle Rock shall have given each Purchaser five (5) Business Days (or such
shorter period as shall be agreeable to each of the Parties) prior notice of such designated
Closing Date, at the offices of Thompson & Knight, L.L.P. 333 Clay Street, Suite 3300, Houston,
Texas 77002.



ARTICLE III

REPRESENTATIONS AND WARRANTIES OF EAGLE ROCK




     Eagle Rock represents and warrants to the Purchasers, on and as of the date of this Agreement
and on and as of the Closing Date, as follows:



     Section 3.01. Corporate Existence. Eagle Rock: (i) is a limited partnership duly
organized, validly existing and in good standing under the Laws of the State of Delaware; (ii) has
all requisite limited partnership power, and has all material governmental licenses,
authorizations, consents and approvals, necessary to own its Properties and carry on its business
as its business is now being conducted as described in the Eagle Rock SEC Documents, except where
the failure to obtain such licenses, authorizations, consents and approvals would not reasonably be
expected to have an Eagle Rock Material Adverse Effect; and (iii) is qualified to do business in
all jurisdictions in which the nature of the business conducted by it makes such qualifications
necessary, except where failure so to qualify would not reasonably be expected to have an Eagle
Rock Material Adverse Effect.



 









 





     Section 3.02. Capitalization and Valid Issuance of Purchased Common Units.



          (a) As of the date of this Agreement, and prior to the issuance and sale of the Purchased
Common Units, the issued and outstanding partnership interests of Eagle Rock consist of 20,691,495
Common Units, 20,691,495 Subordinated Units, 844,551 General Partner Units, and the Incentive
Distribution Rights (each as defined in the Limited Partnership Agreement). All of the outstanding
Common Units, Subordinated Units, General Partner Units, and the Incentive Distribution Rights have
been duly authorized and validly issued in accordance with applicable Law and the Limited
Partnership Agreement and are fully paid (to the extent required by applicable Law and under the
Limited Partnership Agreement) and non-assessable (except as such non-assessability may be affected
by Section 17-607 of the Delaware Limited Partnership Act (the “Delaware LP Act”).




          (b) Other than Eagle Rock’s existing Long-Term Incentive Plan, Eagle Rock has no equity
compensation plans that contemplate the issuance of Common Units or any other class of equity (or
securities convertible into or exchangeable for Common Units or any other class of equity). Eagle
Rock has no outstanding indebtedness having the right to vote (or convertible into or exchangeable
for securities having the right to vote) on any matters on which the Unitholders may vote. Except
as set forth in the first sentence of this Section 3.02(b), as contemplated by this Agreement or as
are contained in the Limited Partnership Agreement, there are no outstanding or authorized (i)
options, warrants, preemptive rights, subscriptions, calls or other rights, convertible securities,
agreements, claims or commitments of any character obligating Eagle Rock or any of its Subsidiaries
to issue, transfer or sell any limited partnership interests or other equity interests in Eagle
Rock or any of its Subsidiaries or securities convertible into or exchangeable for such limited
partnership interests or other equity interests, (ii) obligations of Eagle Rock or any of its
Subsidiaries to repurchase, redeem or otherwise acquire any limited partnership interests or other
equity interests in Eagle Rock or any of its Subsidiaries or any such securities or agreements
listed in clause (i) of this sentence or (iii) voting trusts or similar agreements to which Eagle
Rock or any of its Subsidiaries is a party with respect to the voting of the equity interests of
Eagle Rock or any of its Subsidiaries.




          (c) (i) All of the issued and outstanding equity interests of each of Eagle Rock’s
Subsidiaries are owned, directly or indirectly, by Eagle Rock free and clear of any Liens (except
for such restrictions as may exist under applicable Law and except for such Liens as may be imposed
under Eagle Rock’s or Eagle Rock’s Subsidiaries’ credit facilities filed as exhibits to the Eagle
Rock SEC Documents), and all such ownership interests have been duly authorized and validly issued
and are fully paid (to the extent required by applicable Law and the organizational documents of
Eagle Rock’s Subsidiaries, as applicable) and non-assessable (except as non-assessability may be
affected by Section 17-607 of the Delaware LP Act or the organizational documents of Eagle Rock’s
Subsidiaries, as applicable) and free of preemptive rights, with no personal liability attaching to
the ownership thereof, and (ii) except as disclosed in the Eagle Rock SEC Documents, neither Eagle
Rock nor any of its Subsidiaries owns any shares of capital stock or other securities of, or
interest in, any other Person, or is obligated to make any capital contribution to or other
investment in any other Person.




          (d) The offer and sale of the Purchased Common Units and the partnership interests represented
thereby will be duly authorized by Eagle Rock pursuant to the Limited

 









 








Partnership Agreement prior to the Closing and, when issued and delivered to the Purchasers
against payment therefor in accordance with the terms of this Agreement, will be validly issued,
fully paid (to the extent required by applicable Law and the Limited Partnership Agreement) and
non-assessable (except as such non-assessability may be affected by Section 17-607 of the Delaware
LP Act) and will be free of any and all Liens and restrictions on transfer, other than restrictions
on transfer under the Limited Partnership Agreement, the Registration Rights Agreement and
applicable state and federal securities Laws and other than such Liens as are created by the
Purchasers.




          (e) The Purchased Common Units will be issued in compliance with all applicable rules of the
Nasdaq Global Market. Eagle Rock has submitted to the Nasdaq Global Market a Notification Form:
Listing of Additional Common Units with respect to the Purchased Common Units. Eagle Rock’s
currently outstanding Common Units are quoted on the Nasdaq Global Market and Eagle Rock has not
received any notice of delisting.




          (f) The Purchased Common Units shall have those rights, preferences, privileges and
restrictions governing the Common Units as set forth in the Limited Partnership Agreement. A true
and correct copy of the Limited Partnership Agreement, as amended through the date hereof, has been
filed by Eagle Rock with the Commission on October 31, 2006 as Exhibit 3.1 to Eagle Rock’s Current
Report on Form 8-K.




     Section 3.03. Eagle Rock SEC Documents. Eagle Rock has timely filed with the
Commission all forms, registration statements, reports, schedules and statements required to be
filed by it under the Exchange Act or the Securities Act (all such documents filed on or prior to
the date of this Agreement, collectively, the “Eagle Rock SEC Documents”). The Eagle Rock
SEC Documents, including any audited or unaudited financial statements and any notes thereto or
schedules included therein (the “Eagle Rock Financial Statements”), at the time filed (in
the case of registration statements, solely on the dates of effectiveness) (except to the extent
corrected by a subsequently filed Eagle Rock SEC Document filed prior to the date of this
Agreement) (i) did not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading, (ii) complied in all material
respects with the applicable requirements of the Exchange Act and the Securities Act, as the case
may be, and (iii) complied as to form in all material respects with applicable accounting
requirements and with the published rules and regulations of the Commission with respect thereto.
The Eagle Rock Financial Statements were prepared in accordance with GAAP applied on a consistent
basis during the periods involved (except as may be indicated in the notes thereto or, in the case
of unaudited statements, as permitted by Form 10-Q of the Commission) and fairly present (subject
in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all
material respects the consolidated financial position and status of the business of Eagle Rock as
of the dates thereof and the consolidated results of its operations and cash flows for the periods
then ended. Deloitte & Touche LLP is an independent registered public accounting firm with respect
to Eagle Rock and has not resigned or been dismissed as independent registered public accountants
of Eagle Rock as a result of or in connection with any disagreement with Eagle Rock on any matter
of accounting principles or practices, financial statement disclosure or auditing scope or
procedures.



 









 





     Section 3.04. No Material Adverse Change. Except as set forth in or contemplated by
the Eagle Rock SEC Documents, and except for the proposed Laser Acquisition, which has been
disclosed to, and discussed with, each of the Purchasers, since December 31, 2005, Eagle Rock and
its Subsidiaries have conducted their business in the ordinary course, consistent with past
practice, and there has been no (i) change that has had or would reasonably be expected to have an
Eagle Rock Material Adverse Effect, (ii) acquisition or disposition of any material asset by Eagle
Rock or any of its Subsidiaries or any contract or arrangement therefor, otherwise than for fair
value in the ordinary course of business, (iii) material change in Eagle Rock’s accounting
principles, practices or methods or (iv) incurrence of material indebtedness (other than the
incurrence of such indebtedness as is contemplated in connection with the Laser Acquisition).



     Section 3.05. Litigation. Except as set forth in the Eagle Rock SEC Documents, there
is no Action pending or, to the knowledge of Eagle Rock, threatened against Eagle Rock or any of
its Subsidiaries or any of their respective officers, directors or Properties, which (individually
or in the aggregate) reasonably would be expected to have an Eagle Rock Material Adverse Effect or
which challenges the validity of this Agreement.



     Section 3.06. No Breach. The execution, delivery and performance by Eagle Rock of the
Basic Documents to which it is a party and all other agreements and instruments in connection with
the transactions contemplated by the Basic Documents, and compliance by Eagle Rock with the terms
and provisions hereof and thereof, do not and will not (a) violate any provision of any Law,
governmental permit, determination or award having applicability to Eagle Rock or any of its
Subsidiaries or any of their respective Properties, (b) conflict with or result in a violation of
any provision of the Certificate of Formation of Eagle Rock or the Limited Partnership Agreement or
any organizational documents of any of Eagle Rock’s Subsidiaries, (c) require any consent, approval
or notice under or result in a violation or breach of or constitute (with or without due notice or
lapse of time or both) a default (or give rise to any right of termination, cancellation or
acceleration) under (i) any note, bond, mortgage, license, or loan or credit agreement to which
Eagle Rock or any of its Subsidiaries is a party or by which Eagle Rock or any of its Subsidiaries
or any of their respective Properties may be bound or (ii) any other agreement, instrument or
obligation, or (d) result in or require the creation or imposition of any Lien upon or with respect
to any of the Properties now owned or hereafter acquired by Eagle Rock or any of its Subsidiaries,
except in the cases of clauses (a), (c) and (d) where such violation, default, breach, termination,
cancellation, failure to receive consent or approval, or acceleration with respect to the foregoing
provisions of this Section 3.06 would not, individually or in the aggregate, reasonably be expected
to have an Eagle Rock Material Adverse Effect.



     Section 3.07. Authority. Eagle Rock has all necessary limited partnership power and
authority to execute, deliver and perform its obligations under the Basic Documents to which it is
a party and to consummate the transactions contemplated thereby; the execution, delivery and
performance by Eagle Rock of each of the Basic Documents to which it is a party, and the
consummation of the transactions contemplated thereby, have been duly authorized by all necessary
action on its part; and the Basic Documents constitute the legal, valid and binding obligations of
Eagle Rock, enforceable in accordance with their terms, except as such enforceability may be
limited by bankruptcy, insolvency, fraudulent transfer and similar Laws affecting creditors’ rights
generally or by general principles of equity. No approval by the



 









 







Unitholders is required as a result of Eagle Rock’s issuance and sale of the Purchased Common
Units.



     Section 3.08. Approvals. Except as contemplated by this Agreement or as required by
the Commission in connection with Eagle Rock’s obligations under the Registration Rights Agreement,
no authorization, consent, approval, waiver, license, qualification or written exemption from, nor
any filing, declaration, qualification or registration with, any Governmental Authority or any
other Person is required in connection with the execution, delivery or performance by Eagle Rock of
any of the Basic Documents to which it is a party, except where the failure to receive such
authorization, consent, approval, waiver, license, qualification or written exemption or to make
such filing, declaration, qualification or registration would not, individually or in the
aggregate, reasonably be expected to have an Eagle Rock Material Adverse Effect.



     Section 3.09. MLP Status. Eagle Rock met for the taxable year ended December 31, 2006
the gross income requirements of Section 7704(c)(2) of the Code, and accordingly Eagle Rock is not,
and does not reasonably expect to be, taxed as a corporation for U.S. federal income tax purposes
or for applicable tax purposes. Eagle Rock indicated in the Form K-1 for the year ended December
31, 2006, that its Unitholders may be subject to state income taxes in [Louisiana and Oklahoma].



     Section 3.10. Investment Company Status. Eagle Rock is not now, or after giving
effect to the sale of the Purchased Common Units and the application of the proceeds in the manner
described in this Agreement, an “investment company” within the meaning of the Investment Company
Act of 1940, as amended.



     Section 3.11. Offering. Assuming the accuracy of the representations and warranties
of the Purchasers contained in this Agreement, the sale and issuance of the Purchased Common Units
pursuant to this Agreement are exempt from the registration requirements of the Securities Act, and
neither Eagle Rock nor any authorized Representative acting on its behalf has taken or will take
any action hereafter that would cause the loss of such exemption.



     Section 3.12. Certain Fees. No fees or commissions will be payable by Eagle Rock to
brokers, finders or investment bankers with respect to the sale of any of the Purchased Common
Units or the consummation of the transactions contemplated by this Agreement. The Purchasers shall
not be liable for any such fees or commissions. Eagle Rock agrees that it will indemnify and hold
harmless each of the Purchasers from and against any and all claims, demands or liabilities for
broker’s, finder’s, placement or other similar fees or commissions incurred by Eagle Rock or
alleged to have been incurred by Eagle Rock in connection with the sale of the Purchased Common
Units or the consummation of the transactions contemplated by this Agreement.



     Section 3.13. No Side Agreements. There are no other agreements by, among or between
Eagle Rock or its Affiliates, on the one hand, and any of the Purchasers or their Affiliates, on
the other hand, with respect to the transactions contemplated hereby (except for the
confidentiality agreements entered into by and between each of the Purchasers and Eagle Rock)



 









 







nor promises or inducements for future transactions between or among any of such parties or
rights granted to one or more of the Purchasers not granted to the other Purchasers.



     Section 3.14. Internal Accounting Controls. Except as disclosed in the Eagle Rock SEC
Documents, Eagle Rock and its Subsidiaries maintain a system of internal accounting controls
sufficient to provide reasonable assurance that (i) transactions are executed in accordance with
management’s general or specific authorizations, (ii) transactions are recorded as necessary to
permit preparation of financial statements in conformity with GAAP and to maintain asset
accountability, (iii) access to assets is permitted only in accordance with management’s general or
specific authorization and (iv) the recorded accountability for assets is compared with the
existing assets at reasonable intervals and appropriate action is taken with respect to any
differences.



     Section 3.15. Preemptive Rights or Registration Rights. Except (i) as set forth in
the Limited Partnership Agreement, (ii) as set forth in the other organizational documents of Eagle
Rock and its Subsidiaries, (iii) as provided in the Basic Documents or (iv) for existing awards
under Eagle Rock’s Long-Term Incentive Plan, there are no preemptive rights or other rights to
subscribe for or to purchase, nor any restriction upon the voting or transfer of, any capital stock
or limited partnership or other equity interests of Eagle Rock or any of its Subsidiaries, in each
case, pursuant to any other agreement or instrument to which any of such Persons is a party or by
which any one of them may be bound. Neither the execution of this Agreement, nor the issuance of
the Purchased Common Units as contemplated by this Agreement gives rise to any rights for or
relating to the registration of any securities of Eagle Rock, other than pursuant to the
Registration Rights Agreement.



     Section 3.16. Insurance. Eagle Rock and its Subsidiaries are insured against such
losses and risks and in such amounts as Eagle Rock believes in its sole discretion to be prudent
for its businesses. Eagle Rock does not have any reason to believe that it or any Subsidiary will
not be able to renew its existing insurance coverage as and when such coverage expires or to obtain
similar coverage from similar insurers as may be necessary to continue its business.



     Section 3.17. Acknowledgment Regarding Purchase of Purchased Common Units. Eagle Rock
acknowledges and agrees that (i) each of the Purchasers is participating in the transactions
contemplated by this Agreement and the other Basic Documents at Eagle Rock’s request and Eagle Rock
has concluded that such participation is in Eagle Rock’s best interest and is consistent with Eagle
Rock’s objectives and (ii) each of the Purchasers is acting solely in the capacity of an arm’s
length purchaser. Eagle Rock further acknowledges that no Purchaser is acting or has acted as an
advisor, agent or fiduciary of Eagle Rock (or in any similar capacity) with respect to this
Agreement or the other Basic Documents and any advice given by any Purchaser or any of its
respective Representatives in connection with this Agreement or the other Basic Documents is merely
incidental to the Purchasers’ purchase of Purchased Common Units. Eagle Rock further represents to
each Purchaser that Eagle Rock’s decision to enter into this Agreement has been based solely on the
independent evaluation of the transactions contemplated hereby by Eagle Rock and its
Representatives and the representations and warranties made to Eagle Rock by the Purchasers in this
Agreement.



 









 





ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER




     Each Purchaser, severally and not jointly, represents and warrants to Eagle Rock with respect
to itself, on and as of the date of this Agreement and on and as of the Closing Date, as follows:



     Section 4.01. Valid Existence and Authority.



          (a) Such Purchaser (i) is duly organized, validly existing and in good standing under the Laws
of its respective jurisdiction of organization and (ii) has all requisite power, and has all
material governmental licenses, authorizations, consents and approvals, necessary to own its
Properties and carry on its business as its business is now being conducted, except where the
failure to obtain such licenses, authorizations, consents and approvals would not have and would
not reasonably be expected to have a Purchaser Material Adverse Effect.




          (b) Such Purchaser has all necessary power and authority to execute, deliver and perform its
obligations under the Basic Documents to which it is a party and to consummate the transactions
contemplated thereby; the execution, delivery and performance by such Purchaser of each of the
Basic Documents to which it is a party, and the consummation of the transactions contemplated
thereby, have been duly authorized by all necessary action on its part; and the Basic Documents to
which it is a party constitute the legal, valid and binding obligations of such Purchaser,
enforceable in accordance with their terms, except as such enforceability may be limited by
bankruptcy, insolvency, fraudulent transfer and similar Laws affecting creditors’ rights generally
or by general principles of equity.




     Section 4.02. No Breach. The execution, delivery and performance by such Purchaser of
the Basic Documents to which it is a party and all other agreements and instruments in connection
with the transactions contemplated by the Basic Documents to which it is a party, and compliance by
such Purchaser with the terms and provisions hereof and thereof and the purchase of the Purchased
Common Units by such Purchaser do not and will not (a) violate any provision of any Law,
governmental permit, determination or award having applicability to such Purchaser or any of its
Properties, (b) conflict with or result in a violation of any provision of the organizational
documents of such Purchaser or (c) require any consent (other than standard internal consents),
approval or notice under or result in a violation or breach of or constitute (with or without due
notice or lapse of time or both) a default (or give rise to any right of termination, cancellation
or acceleration) under (i) any note, bond, mortgage, license, or loan or credit agreement to which
such Purchaser is a party or by which such Purchaser or any of its Properties may be bound or (ii)
any other such agreement, instrument or obligation, except in the case of clauses (a) and (c) where
such violation, default, breach, termination, cancellation, failure to receive consent or approval,
or acceleration with respect to the foregoing provisions of this Section 4.02 would not,
individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse
Effect.



     Section 4.03. Investment. The Purchased Common Units are being acquired for such
Purchaser’s own account, or the accounts of clients for whom such Purchaser exercises discretionary
investment authority (all of whom such Purchaser represents and warrants are



 









 




“accredited investors” within the meaning of Rule 501 of Regulation D promulgated by the
Commission pursuant to the Securities Act), not as a nominee or agent, and with no present
intention of distributing the Purchased Common Units or any part thereof, and such Purchaser has no
present intention of selling or granting any participation in or otherwise distributing the same in
any transaction in violation of the securities Laws of the United States of America or any state,
without prejudice, however, to such Purchaser’s right at all times to sell or otherwise dispose of
all or any part of the Purchased Common Units under a registration statement under the Securities
Act and applicable state securities Laws or under an exemption from such registration available
thereunder (including, if available, Rule 144 promulgated thereunder). If such Purchaser should in
the future decide to dispose of any of the Purchased Common Units, such Purchaser understands and
agrees (a) that it may do so only (i) in compliance with the Securities Act and applicable state
securities Law, as then in effect, or pursuant to an exemption therefrom or (ii) in the manner
contemplated by any registration statement pursuant to which such securities are being offered, and
(b) that stop-transfer instructions to that effect will be in effect with respect to such
securities. Notwithstanding the foregoing, each Purchaser may at any time enter into one or more
total return swaps with respect to such Purchaser’s Purchased Common Units with a third party,
provided that such transactions are exempt from registration under the Securities Act.




     Section 4.04. Nature of Purchaser. Such Purchaser (a) is an “accredited investor”
within the meaning of Rule 501 of Regulation D promulgated by the Commission pursuant to the
Securities Act and (b) has, by reason of its business and financial experience, such knowledge,
sophistication and experience in business and financial matters so as to be capable of evaluating
the merits and risks of the prospective investment in the Purchased Common Units, is able to bear
the economic risk of such investment and, at the present time, would be able to afford a complete
loss of such investment.



     Section 4.05. Receipt of Information; Authorization. Such Purchaser acknowledges that
it has (a) had access to the Eagle Rock SEC Documents, (b) had access to information regarding the
Laser Acquisition and its potential effect on Eagle Rock’s operations and financial results and (c)
been provided a reasonable opportunity to ask questions of and receive answers from Representatives
of Eagle Rock regarding such matters.



     Section 4.06. Restricted Securities. Such Purchaser understands that the Purchased
Common Units it is purchasing are characterized as “restricted securities” under the federal
securities Laws inasmuch as they are being acquired from Eagle Rock in a transaction not involving
a public offering and that under such Laws and applicable regulations such securities may be resold
without registration under the Securities Act only in certain limited circumstances. In this
connection, such Purchaser represents that it is knowledgeable with respect to Rule 144 of the
Commission promulgated under the Securities Act.



     Section 4.07. Certain Fees. No fees or commissions will be payable by such Purchaser
to brokers, finders or investment bankers with respect to the sale of any of the Purchased Common
Units or the consummation of the transactions contemplated by this Agreement. Eagle Rock will not
be liable for any such fees or commissions. Such Purchaser agrees, severally and not jointly with
the other Purchasers, that it will indemnify and hold harmless Eagle Rock from and against any and
all claims, demands or liabilities for broker’s, finder’s, placement or other



 









 







similar fees or commissions incurred by such Purchaser or alleged to have been incurred by
such Purchaser in connection with the purchase of Purchased Common Units or the consummation of the
transactions contemplated by this Agreement.



     Section 4.08. Legend. It is understood that the certificates evidencing the Purchased
Common Units initially will bear the following legend: “These securities have not been registered
under the Securities Act of 1933, as amended. These securities may not be sold, offered for sale,
pledged or hypothecated in the absence of a registration statement in effect with respect to the
securities under such Act or pursuant to an exemption from registration thereunder and, in the case
of a transaction exempt from registration, unless sold pursuant to Rule 144 under such Act or the
issuer has received documentation reasonably satisfactory to it that such transaction does not
require registration under such Act.”



     Section 4.09. No Side Agreements. There are no other agreements by, among or between
Eagle Rock or its Affiliates, on the one hand, and such Purchaser or its Affiliates, on the other
hand, with respect to the transactions contemplated hereby (except for the confidentiality
agreements entered into by and between each of the Purchasers and Eagle Rock) nor promises or
inducements for future transactions between or among any of such parties or rights granted to one
or more of the Purchasers not granted to the other Purchasers. Notwithstanding the foregoing, with
respect to Lehman Brothers Inc., the representation made in this Section 4.09 is made only by
Lehman Brothers MLP Partners, L.P., as currently configured, and does not apply to Lehman Brothers
Inc. or any of its Affiliates, other than Lehman Brothers MLP Partners, L.P., as currently
configured.



     Section 4.10. No Investment Advice. The Purchaser acknowledges that neither Eagle
Rock nor any of its Affiliates has rendered or will render any investment advice to the Purchaser,
and that the Purchaser is neither subscribing for nor acquiring any interest in Eagle Rock in
reliance upon, or with the expectation of, any such advice.



     Section 4.11. Certain Illegal Activities. Purchaser represents that neither it nor,
to its knowledge, any Person or entity controlling, controlled by or under common control with
Purchaser nor any Person or entity having a beneficial interest in Purchaser nor any Person or
entity on whose behalf Purchaser is acting (a) is a Person or entity listed in the annex to
Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order
Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or
Support Terrorism), (b) is named on the List of Specially Designated Nationals and Blocked Persons
maintained by the U.S. Office of Foreign Assets Control (OFAC), (c) is a non-U.S. shell bank or is
providing banking services indirectly to a non-U.S. shell bank, (d) is a senior non-U.S. political
figure or an immediate family member or close associate of such figure, or (e) is otherwise
prohibited from investing in Eagle Rock pursuant to applicable U.S. anti-money laundering,
antiterrorist and asset control laws, regulations, rules or orders (categories (a) through (e)
collectively, a “Prohibited Investor”). Each Purchaser agrees to provide Eagle Rock,
promptly upon request, all information that Eagle Rock reasonably deems necessary or appropriate to
comply with applicable U.S. anti-money laundering, antiterrorist and asset control laws,
regulations, rules and orders. Purchaser consents to the disclosure to U.S. regulators and law
enforcement authorities by Eagle Rock and its Affiliates and agents of such information about
Purchaser as Eagle Rock reasonably deems necessary or appropriate to comply with



 









 







applicable U.S. anti-money laundering, antiterrorist and asset control laws, regulations,
rules and orders. If Purchaser is a financial institution that is subject to the PATRIOT Act,
Public Law No. 107-56 (Oct. 26, 2001) (the “Patriot Act”). Purchaser represents that
Purchaser has met all of its respective obligations under the Patriot Act. Purchaser acknowledges
that if, following the investment in the Partnership by Purchaser, Eagle Rock reasonably believes
that Purchaser is a Prohibited Investor or is otherwise engaged in suspicious activity or refuses
to provide promptly information that Eagle Rock requests, Eagle Rock has the right or may be
obligated to prohibit additional investments, segregate the assets constituting the investment in
accordance with applicable regulations or immediately require the Purchaser to transfer the
Purchased Common Units. Purchaser further acknowledges that Purchaser will not have any claim
against Eagle Rock or any of its affiliates or agents for any form of damages as a result of any of
the foregoing actions.



ARTICLE V

COVENANTS




     Section 5.01. Subsequent Offerings. Without the written consent of the holders of a
majority of the Purchased Common Units, taken as a whole, from the date of this Agreement until the
Lock-Up Date, Eagle Rock shall not, and shall cause its directors, officers and Affiliates not to,
grant, issue or sell any Common Units or other equity or voting securities of Eagle Rock, any
securities convertible into or exchangeable therefor or take any other action that may result in
the issuance of any of the foregoing, other than (i) the issuance of the Purchased Common Units,
and (ii) the issuance of Awards (as defined in Eagle Rock’s Long-Term Incentive Plan) or the
issuance of Common Units upon the exercise of options to purchase common Units granted pursuant to
Eagle Rock’s existing Long-Term Incentive Plan. Notwithstanding the foregoing, Eagle Rock shall
not, and shall cause its directors, officers and Affiliates not to, sell, offer for sale or solicit
offers to buy any security (as defined in the Securities Act) that would be integrated with the
sale of the Purchased Common Units in a manner that would require the registration under the
Securities Act of the sale of the Purchased Common Units to the Purchasers.



     Section 5.02. Purchaser Lock-Up. Without the prior written consent of Eagle Rock,
each Purchaser agrees that from and after the Closing it will not sell any of its Purchased Common
Units prior to the Lock-Up Date; provided, however, that each Purchaser may: (i) enter into one or
more total return swaps or similar transactions at any time with respect to the Purchased Common
Units purchased by such Purchaser; or (ii) transfer its Purchased Common Units to an Affiliate of
such Purchaser or to any other Purchaser or an Affiliate of such other Purchaser provided that such
Affiliate agrees to the restrictions in this Section 5.02.



     Section 5.03. Action. Each of the Parties hereto shall use its commercially
reasonable efforts promptly to take or cause to be taken all action and promptly to do or cause to
be done all things necessary, proper or advisable under applicable Law and regulations to
consummate and make effective the transactions contemplated by this Agreement. Without limiting
the foregoing, Eagle Rock and each Purchaser will, and Eagle Rock shall cause each of its
Subsidiaries to, use its commercially reasonable efforts to make all filings and obtain all
consents of Governmental Authorities that may be necessary or, in the reasonable opinion of the
Purchasers or Eagle Rock,



 









 







as the case may be, advisable for the consummation of the transactions contemplated by this
Agreement and the other Basic Documents.



     Section 5.04. Non-Disclosure; Interim Public Filings. Eagle Rock shall, on or before
8:30 a.m., New York time, on the first Business Day following execution of this Agreement, issue a
press release acceptable to the Purchasers disclosing all material terms of the transactions
contemplated hereby. Before 8:30 a.m., New York Time, on the first Business Day following the
Closing Date, Eagle Rock shall file a Current Report on Form 8-K with the Commission (the “8-K
Filing”) describing the terms of the transactions contemplated by this Agreement and the other
Basic Documents and including as exhibits to such Current Report on Form 8-K this Agreement and the
other Basic Documents, in the form required by the Exchange Act. Thereafter, Eagle Rock shall
timely file any filings and notices required by the Commission or applicable Law with respect to
the transactions contemplated hereby and provide or otherwise make available (which may include
providing copies on Eagle Rock’s or the Commission’s website) copies thereof to the Purchasers
promptly after filing. Except with respect to the 8-K Filing and the press release referenced
above (a copy of which will be provided to the Purchasers for their review as early as practicable
prior to its filing), Eagle Rock shall, at least two Business Days prior to the filing or
dissemination of any disclosure required by this Section 5.04, provide a copy thereof to the
Purchasers for their review. Eagle Rock and the Purchasers shall consult with each other in
issuing any press releases or otherwise making public statements or filings and other
communications with the Commission or any regulatory agency or the Nasdaq Global Market (or other
exchange on which securities of Eagle Rock are listed or traded) with respect to the transactions
contemplated hereby, and no Party shall issue any such press release or otherwise make any such
public statement, filing or other communication without the prior consent of the other Parties,
except if such disclosure is required by Law, in which case the disclosing Party shall promptly
provide the other Parties with prior notice of such public statement, filing or other
communication. Notwithstanding the foregoing, Eagle Rock shall not publicly disclose the name of
any Purchaser, or include the name of any Purchaser in any press release, without the prior written
consent of such Purchaser except to the extent the names of the Purchasers are included in this
Agreement as filed as an exhibit to the 8-K Filing and the press release referred to in the first
sentence above. Eagle Rock shall not, and shall cause each of its respective Representatives not
to, provide any Purchaser with any material non-public information regarding Eagle Rock from and
after the issuance of the above-referenced press release without the express written consent of
such Purchaser.



     Section 5.05. Use of Proceeds. Eagle Rock shall use the collective proceeds from the
sale of the Purchased Common Units to finance the Laser Acquisition and for general partnership
purposes of Eagle Rock.



     Section 5.06. Tax Information. Eagle Rock shall cooperate with the Purchasers and
provide the Purchasers with any reasonably requested tax information related to their ownership of
the Purchased Common Units.



     Section 5.07. First Quarter Distribution. If the Closing is after the record date of
the distribution to Unitholders with respect to the quarter ended March 31, 2007 (the “First
Quarter Distribution”), then Eagle Rock and its Board of Directors shall, on the later of its
normal payment date (on or about May 15, 2007) and the Closing, take all action necessary to
provide



 









 







that each Purchaser receives a cash payment equal to the same as would otherwise be payable in
respect of each Purchased Common Unit if the holders thereof were record holders on the record date
for the First Quarter Distribution.



ARTICLE VI

CLOSING CONDITIONS




     Section 6.01. Conditions to the Closing.



          (a) Mutual Conditions. The respective obligation of each Party to consummate the
purchase and issuance and sale of the Purchased Common Units shall be subject to the satisfaction
on or prior to the Closing Date of each of the following conditions (any or all of which may be
waived by a particular Party on behalf of itself in writing, in whole or in part, to the extent
permitted by applicable Law):





     (i) no Law shall have been enacted or promulgated, and no action shall have been taken,
by any Governmental Authority of competent jurisdiction which temporarily, preliminarily or
permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the
transactions contemplated by this Agreement or makes the transactions contemplated by this
Agreement illegal;




     (ii) there shall not be pending any Action by any Governmental Authority seeking to
restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; and




     (iii) Eagle Rock shall have consummated the Laser Acquisition substantially on the
terms set forth in the Laser Acquisition Agreement executed on the date hereof (without
giving effect to the waiver of any material conditions by Eagle Rock thereunder).



          (b) Each Purchaser’s Conditions. The respective obligation of each Purchaser to
consummate the purchase of its Purchased Common Units shall be subject to the satisfaction on or
prior to the Closing Date of each of the following conditions, which conditions may be waived by a
particular Purchaser on behalf of itself in writing, in whole or in part, to the extent permitted
by applicable Law:





     (i) Eagle Rock shall have performed and complied with the covenants and agreements
contained in this Agreement in all material respects that are required to be performed and
complied with by Eagle Rock on or prior to the Closing Date;




     (ii) the representations and warranties of Eagle Rock contained in this Agreement that
are qualified by materiality or Eagle Rock Material Adverse Effect shall be true and correct
when made and as of the Closing Date and all other representations and warranties of Eagle
Rock contained in this Agreement shall be true and correct in all material respects when
made and as of the Closing Date, in each case as though made at and as of the Closing Date
(except that representations or warranties made as of a specific date shall be required to
be true and correct as of such date only);



 









 






     (iii) since the date of this Agreement, no Eagle Rock Material Adverse Effect shall
have occurred and be continuing;




     (iv) since the date of this Agreement, no Laser Material Adverse Effect shall have
occurred and be continuing;




     (v) Eagle Rock has submitted to the Nasdaq Global Market a Notification Form: Listing
of Additional Common Units with respect to the Purchased Common Units, and no notice of
delisting from the Nasdaq Global Market shall have been received by Eagle Rock with respect
to the Common Units;




     (vi) Eagle Rock shall have delivered, or caused to be delivered, to the Purchasers at
the Closing, Eagle Rock’s closing deliveries described in Section 6.02 of this Agreement;
and




     (vii) Eagle Rock shall have closed its acquisition of Montierra Minerals and Production
pursuant to that certain Purchase and Sale Agreement dated as of March 30, 2007, between
Montierra, as seller, and Eagle Rock, as buyer.



          (c) Eagle Rock’s Conditions. The obligation of Eagle Rock to consummate the sale of
the Purchased Common Units to each Purchaser (individually and not the Purchasers jointly) shall be
subject to the satisfaction on or prior to the Closing Date of the following conditions with
respect to each Purchaser (individually and not the Purchasers jointly), which conditions may be
waived by Eagle Rock in writing with respect to any Purchaser, in whole or in part, to the extent
permitted by applicable Law:





     (i) each Purchaser shall have performed and complied with the covenants and agreements
contained in this Agreement in all material respects that are required to be performed and
complied with by that Purchaser on or prior to the Closing Date;




     (ii) the representations and warranties of each Purchaser contained in this Agreement
that are qualified by materiality or Purchaser Material Adverse Effect shall be true and
correct when made and as of the Closing Date and all other representations and warranties of
such Purchaser contained in this Agreement shall be true and correct in all material
respects when made and as of the Closing Date, in each case as though made at and as of the
Closing Date (except that representations or warranties made as of a specific date shall be
required to be true and correct as of such date only);




     (iii) since the date of this Agreement, no Purchaser Material Adverse Effect shall have
occurred and be continuing; and




     (iv) each Purchaser shall have delivered, or caused to be delivered, to Eagle Rock at
the Closing, such Purchaser’s closing deliveries described in Section 6.03 of this
Agreement.



     Section 6.02. Eagle Rock Deliveries. At the Closing, subject to the terms and
conditions of this Agreement, Eagle Rock will deliver, or cause to be delivered, to each Purchaser:



 









 





          (a) the Purchased Common Units by delivering certificates (bearing the legend set forth in
Section 4.08) evidencing such Purchased Common Units at the Closing, all free and clear of any
Liens, encumbrances or interests of any other party;




          (b) the Officer’s Certificate substantially in the form attached to this Agreement as
Exhibit C;




          (c) opinions addressed to the Purchasers from outside legal counsel to Eagle Rock and from the
General Counsel of Eagle Rock, each dated the Closing Date, substantially similar in substance to
the form of opinions attached to this Agreement as Exhibit A;




          (d) the Registration Rights Agreement in substantially the form attached to this Agreement as
Exhibit B, which shall have been duly executed by Eagle Rock;




          (e) a certificate of the Secretary of Eagle Rock dated as of the Closing Date, as to certain
matters;




          (f) a certificate dated as of a recent date of the Secretary of State of the State of Delaware
with respect to the due organization and good standing in the State of Delaware of Eagle Rock; and




          (g) a receipt, dated the Closing Date, executed by Eagle Rock and delivered to each Purchaser
certifying that Eagle Rock has received the Purchase Price with respect to the Purchased Common
Units issued and sold to any Purchaser that has purchased Common Units pursuant to this Agreement.




     Section 6.03. Purchaser Deliveries. At the Closing, subject to the terms and
conditions of this Agreement, each Purchaser will deliver, or cause to be delivered, to Eagle Rock:



          (a) payment to Eagle Rock of such Purchaser’s Commitment Amount by wire transfer(s) of
immediately available funds to an account designated by Eagle Rock in writing at least two (2)
Business Days (or such shorter period as shall be agreeable to all Parties to this Agreement) prior
to the Closing;




          (b) the Registration Rights Agreement in substantially the form attached to this Agreement as
Exhibit B, which shall have been duly executed by such Purchaser; and




          (c) an Officer’s Certificate substantially in the form attached to this Agreement as
Exhibit D.




ARTICLE VII

INDEMNIFICATION, COSTS AND EXPENSES




     Section 7.01. Indemnification by Eagle Rock. Eagle Rock agrees to indemnify each
Purchaser and its Representatives (collectively, “Purchaser Related Parties”) from, and
hold each of them harmless against, any and all actions, suits, proceedings (including any
investigations, litigation or inquiries), demands and causes of action, and, in connection
therewith, and promptly upon demand, pay and reimburse each of them for all costs, losses,
liabilities, damages or



 









 




expenses of any kind or nature whatsoever, including the reasonable fees and disbursements of
counsel and all other reasonable expenses incurred in connection with investigating, defending or
preparing to defend any such matter that may be incurred by them or asserted against or involve any
of them as a result of, arising out of or in any way related to or arising out of (i) the use by
Eagle Rock of the proceeds of the sale of the Purchased Common Units to finance the Laser
Acquisition or (ii) the breach of any of the representations, warranties or covenants of Eagle Rock
contained herein; provided that such claim for indemnification relating to a breach of a
representation or warranty is made prior to the expiration of such representation or warranty.




     Section 7.02. Indemnification by Purchasers. Each Purchaser agrees, severally and not
jointly, to indemnify Eagle Rock and its Representatives (collectively, “Eagle Rock Related
Parties”) from, and hold each of them harmless against, any and all actions, suits, proceedings
(including any investigations, litigation or inquiries), demands and causes of action, and, in
connection therewith, and promptly upon demand, pay and reimburse each of them for all costs,
losses, liabilities, damages or expenses of any kind or nature whatsoever, including the reasonable
fees and disbursements of counsel and all other reasonable expenses incurred in connection with
investigating, defending or preparing to defend any such matter that may be incurred by them or
asserted against or involve any of them as a result of, arising out of or in any way related to the
breach of any of the representations, warranties or covenants of such Purchaser contained herein.



     Section 7.03. Indemnification Procedure. Promptly after any Eagle Rock Related Party
or Purchaser Related Party (hereinafter, the “Indemnified Party”) has received notice of
any indemnifiable claim hereunder, or the commencement of any action or proceeding by a third
party, which the Indemnified Party believes in good faith is an indemnifiable claim under this
Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying
Party”) written notice of such claim or the commencement of such action or proceeding, but
failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any
liability it may have to such Indemnified Party hereunder except to the extent that the
Indemnifying Party is materially prejudiced by such failure. Such notice shall state the nature
and the basis of such claim to the extent then known. The Indemnifying Party shall have the right
to defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable
to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same
diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall
promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall
cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in
the defense thereof and the settlement thereof. Such cooperation shall include furnishing the
Indemnifying Party with any books, records and other information reasonably requested by the
Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the
Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has
notified the Indemnified Party of its intention to undertake to defend or settle any such asserted
liability, and for so long as the Indemnifying Party diligently pursues such defense, the
Indemnifying Party shall not be liable for any additional legal expenses incurred by the
Indemnified Party in connection with any defense or settlement of such asserted liability;
provided, however, that the Indemnified Party shall be entitled (i) at its expense, to participate
in the defense of such asserted liability and the negotiations of the settlement thereof and (ii)
if (A) the Indemnifying Party has failed to assume the defense or employ counsel



 









 







reasonably acceptable to the Indemnified Party or (B) 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 in addition 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 expenses and fees of such separate counsel and other expenses related to such participation to
be reimbursed by the Indemnifying Party as incurred. Notwithstanding any other provision of this
Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the
Indemnified Party, unless the settlement thereof imposes no liability or obligation on, involves no
admission of wrongdoing or malfeasance by, and includes a complete release from liability of, the
Indemnified Party, nor shall the Indemnified Party settle any claim for which indemnification may
be claimed hereunder without at least three business days notice to the Indemnifying Party of the
terms and conditions of such settlement.



     Section 7.04. Indemnification Cap. The maximum liability of Eagle Rock to any
Purchaser for claims under Section 7.01 shall be no greater than the Commitment Amount set forth
opposite such Purchaser’s name on Schedule 2.01 of this Agreement, plus any expenses (including
legal expenses) or costs incurred by such Purchaser in connection with such claims. The maximum
liability of any Purchaser to Eagle Rock for claims under Section 7.01 shall be no greater than the
Commitment Amount set forth opposite such Purchaser’s name on Schedule 2.01 of this Agreement, plus
any expenses (including legal expenses) or costs incurred by Eagle Rock in connection with such
claims.



ARTICLE VIII

MISCELLANEOUS




     Section 8.01. 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 Eagle Rock or any
Purchaser has an obligation under the Basic Documents, the expense of complying with such
obligation shall be an expense of Eagle Rock or such Purchaser, as the case may be, unless
otherwise specified. 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. If any provision in the Basic Documents is held to be illegal, invalid, not
binding or unenforceable, such provision shall be fully severable and the Basic Documents shall be
construed and enforced as if such illegal, invalid, not binding or unenforceable provision had
never comprised a part of the Basic Documents, and the remaining provisions shall remain in full
force and effect. The Basic Documents have been reviewed and negotiated by sophisticated parties
with access to legal counsel and shall not be construed against the drafter.



     Section 8.02. Survival of Provisions. The representations and warranties set forth in
this Agreement shall survive the Closing for a period of twelve (12) months, with the exception
that



 









 







the representations and warranties set forth in Sections 3.01, 3.02, 3.04, 3.06, 3.07, 3.12,
3.13, 4.01, 4.03, 4.04, 4.07 and 4.09 shall survive indefinitely regardless of any investigation
made by or on behalf of Eagle Rock or any Purchaser. The covenants made in this Agreement or any
other Basic Document shall survive the closing of the transactions described herein and remain
operative and in full force and effect regardless of acceptance of any of the Purchased Common
Units and payment therefor and repayment or repurchase thereof. All indemnification obligations of
Eagle Rock and the Purchasers pursuant to Article VII of this Agreement shall remain operative and
in full force and effect unless such obligations are expressly terminated in a writing by the
Parties referencing the particular Article or Section, regardless of any purported general
termination of this Agreement.



     Section 8.03. No Waiver; Modifications in Writing.



          (a) Delay. No failure or delay on the part of any Party in exercising any right,
power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right, power or remedy preclude any other or further exercise thereof or the
exercise of any right, power or remedy. The remedies provided for herein are cumulative and are
not exclusive of any remedies that may be available to a Party at law or in equity or otherwise.




          (b) Specific Waiver. Except as otherwise provided in this Agreement or the
Registration Rights Agreement, no amendment, waiver, consent, modification or termination of any
provision of this Agreement or any other Basic Document shall be effective unless signed by each of
the Parties or each of the original signatories thereto affected by such amendment, waiver,
consent, modification or termination. Any amendment, supplement or modification of or to any
provision of this Agreement or any other Basic Document, any waiver of any provision of this
Agreement or any other Basic Document and any consent to any departure by Eagle Rock from the terms
of any provision of this Agreement or any other Basic Document shall be effective only in the
specific instance and for the specific purpose for which made or given. Except where notice is
specifically required by this Agreement, no notice to or demand on any Party in any case shall
entitle any Party to any other or further notice or demand in similar or other circumstances.




     Section 8.04. Binding Effect; Assignment.



          (a) Binding Effect. This Agreement shall be binding upon Eagle Rock, each Purchaser,
and their respective successors and permitted assigns. Except as expressly provided in this
Agreement, this Agreement shall not be construed so as to confer any right or benefit upon any
Person other than the Parties to this Agreement and as provided in Article VII, and their
respective successors and permitted assigns.




          (b) Assignment of Purchased Common Units. All or any portion of a Purchaser’s
Purchased Common Units purchased pursuant to this Agreement may be sold, assigned or pledged by
such Purchaser, subject to compliance with applicable securities Laws, Sections 4.06, 5.02 and 5.04
of this Agreement, and the Registration Rights Agreement.




          (c) Assignment of Rights. Each Purchaser may assign all or any portion of its rights
and obligations under this Agreement without the consent of Eagle Rock (i) to any

 









 








Affiliate of such Purchaser or (ii) in connection with a total return swap or similar
transaction with respect to the Purchased Common Units purchased by such Purchaser, and in each
case the assignee shall be deemed to be a Purchaser hereunder with respect to such assigned rights
or obligations and shall agree to be bound by the provisions of this Agreement and shall be deemed
to have made the representations and warranties set forth in Article IV as of the effective date of
such assignment. Except as expressly permitted by this Section 8.04(c), such rights and
obligations may not otherwise be transferred except with the prior written consent of Eagle Rock
(which consent shall not be unreasonably withheld), in which case the assignee shall be deemed to
be a Purchaser hereunder with respect to such assigned rights or obligations and shall agree to be
bound by the provisions of this Agreement and shall be deemed to have made the representations and
warranties set forth in Article IV as of the effective date of such assignment.




     Section 8.05. 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 the Basic Documents.



     Section 8.06. Confidentiality and Non-Disclosure. Notwithstanding anything herein to
the contrary, each Purchaser that has executed a confidentiality agreement in favor of Eagle Rock
shall continue to be bound by such confidentiality agreement in accordance with the terms thereof
until Eagle Rock discloses on Form 8-K with the Commission the transactions contemplated hereby.



     Section 8.07. Communications. All notices and demands provided for hereunder shall be
in writing and shall be given by regular mail, registered or certified mail, return receipt
requested, facsimile, air courier guaranteeing overnight delivery, electronic mail or personal
delivery to the following addresses:



          (a) If to GPS Partners LLC:



GPS Partners LLC

100 Wilshire Boulevard, Suite 900

Santa Monica, California 90401

Attention: Jeff Farron

Phone: (310) 496-5365

Facsimile: (310) 496-5399

Email: farron@gpsfund.com




 









 







with a copy to (which shall not constitute notice hereunder):



Vinson & Elkins L.L.P.

2500 First City Tower

1001 Fannin Street, Suite 2500

Houston, Texas 77002

Attention: Jeffery K. Malonson, Esq.

Facsimile: (713) 615-5627

Email: jmalonson@velaw.com




          (b) If to Lehman Brothers MLP Opportunity Fund L.P.:



Lehman Brothers MLP Opportunity Fund L.P.

399 Park Avenue, 9th Floor

New York, New York 10022

Attention: Michael Cannon

Phone: (212) 526-0029

Facsimile: (646) 758-4208

Email: mcannon2@lehman.com




          (c) If to RCH Energy MLP Fund, L.P.:



RCH Energy MLP Fund, L.P.

200 Crescent Court, Suite 1060

Dallas, Texas 75201

Attention: Robert Raymond

Phone: (214) 871-8680

Facsimile: (214) 871-8683

Email: rraymond@rchenergy.com




          (d) If to New Mountain Vantage, L.P., New Mountain Vantage (California), L.P., New Mountain
Vantage (Texas), L.P. or New Mountain Vantage HoldCo Ltd.:



c/o New Mountain Capital, L.L.C.

787 Seventh Avenue, 49th Floor

New York, New York 10019

Attention: David DiDomenico

Phone: (212) 720-0357

Facsimile: (212) 582-2277

Email : ddidomenico@newmountaincapital.com



with a copy to (which shall not constitute notice hereunder):



Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004

Attention: Jeffrey Bagner




 









 







Phone: (212) 859-8000

Fax: (212) 859-4000

Email: jeffrey.bagner@friedfrank.com




          (e) If to ZLP Fund, L.P.:



ZLP Fund, L.P.

Harborside Financial Center

Plaza 10, Suite 301

Jersey City, New Jersey 07311

Attention: Daniel M. Lynch

Phone: (212) 440-0741

Facsimile: (201) 716-1425

Email: lynch@zimmerlucas.com



with a copy to (which shall not constitute notice hereunder):



Pillsbury Winthrop Shaw Pittman LLP

1540 Broadway

New York, New York 10036-4039

Attention: Jeffrey J. Delaney, Esq.

Phone: (212) 858-1000

Facsimile: (212) 858-1500

Email: Jeffrey.delaney@pillsburylaw.com




          (f) If to Structured Finance Americas LLC:



Structured Finance Americas, LLC

c/o Deutsche Bank Securities Inc.

60 Wall Street, 4th Floor

New York, New York 10005

Attention: Sunil Hariani

Phone: (212) 250-6340

Facsimile: (212) 797-9358

Email: equitynotice@list.db.com



with a copy to:



Structured Finance Americas, LLC

c/o Deutsche Bank Securities Inc.

60 Wall Street, 13th Floor

New York, New York 10005

Attention: Elia Kourtesiadou

Facsimile: (732) 578-3927




          (g) If to Eagle Rock Energy Partners, L.P.:



Eagle Rock Energy Partners, L.P.

16701 Greenspoint Park Drive, Suite 200




 









 







Houston, Texas 77060

Attention: Rick FitzGerald

Facsimile: (281) 408-1399

Email: r.fitzgerald@eaglerockenergy.com



with a copy to (which shall not constitute notice hereunder):

Thompson & Knight L.L.P.

333 Clay Street, Suite 3300

Houston, Texas 77002

Attention: Barry Davis

Facsimile: (832) 397-8104

Email: barry.davis@tklaw.com



or to such other address as Eagle Rock or such Purchaser may designate in writing. All notices and
communications shall be deemed to have been duly given: at the time delivered by hand, if
personally delivered; upon actual receipt if sent by registered or certified mail, return receipt
requested, or regular mail, if mailed; when receipt acknowledged, if sent via facsimile; and upon
actual receipt when delivered to an air courier guaranteeing overnight delivery or via electronic
mail.




     Section 8.08. Removal of Legend. Eagle Rock shall remove the legend described in
Section 4.08 from the certificates evidencing the Purchased Common Units at the request of a
Purchaser submitting to Eagle Rock such certificates, together with such other documentation as may
be reasonably requested by Eagle Rock or required by its transfer agent, unless Eagle Rock, with
the advice of counsel, reasonably determines that such removal is inappropriate; provided that no
opinion of counsel shall be required in the event a Purchaser is effecting a sale of such Purchased
Common Units pursuant to Rule 144 under the Securities Act or an effective registration statement.
Eagle Rock shall cooperate with such Purchaser to effect removal of such legend. The legend
described in Section 4.08 shall be removed and Eagle Rock shall issue a certificate without such
legend to the holder of Purchased Common Units upon which it is stamped, if, unless otherwise
required by state securities Laws, (i) such Purchased Common Units are sold pursuant to an
effective Registration Statement, (ii) in connection with a sale, assignment or other transfer,
such holder provides Eagle Rock with an opinion of a law firm reasonably acceptable to Eagle Rock
(with any law firm set forth under Section 8.07 being deemed acceptable), in a generally acceptable
form, to the effect that such sale, assignment or transfer of such Purchased Common Units may be
made without registration under the applicable requirements of the Securities Act, or (iii) such
holder provides Eagle Rock with reasonable assurance that such Purchased Common Units can be sold,
assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Act. If Eagle Rock
shall fail for any reason or for no reason to issue to the holder of such Purchased Common Units
within three trading days after prior written notice to Eagle Rock of the occurrence of any of
clause (i), clause (ii) or clause (iii) above a certificate without such legend to the holder or if
Eagle Rock fails to deliver unlegended Purchased Common Units within three trading days of prior
written notice to Eagle Rock of the Purchaser’s election to receive such unlegended Purchased
Common Units pursuant to clause (y) below, and if on or after such trading day the holder purchases
(in an open market transaction or otherwise) Common Units to deliver in satisfaction of a sale by
the holder



 









 







of such Purchased Common Units that the holder anticipated receiving without legend from Eagle
Rock (a “Buy-In”), then Eagle Rock shall, within three Business Days after receipt by Eagle
Rock of the holder’s written request and in the holder’s discretion, either (x) pay cash to the
holder in an amount equal to the holder’s total purchase price (including brokerage commissions, if
any) for the Common Units so purchased (the “Buy-In Price”), at which point Eagle Rock’s
obligation to deliver such unlegended Purchased Common Units shall terminate, or (y) promptly honor
its obligation to deliver to the holder such unlegended Purchased Common Units as provided above
and pay cash to the holder in an amount equal to the excess (if any) of the Buy-In Price over the
product of (A) such number of Common Units times (B) the closing bid price on the first Business
Day after Eagle Rock’s receipt of such Purchaser’s written notice of exercise.



     Section 8.09. Entire Agreement. This Agreement and the other Basic Documents are
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 and thereto in respect
of the subject matter contained herein and therein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein or therein with
respect to the rights granted by Eagle Rock or a Purchaser set forth herein or therein. This
Agreement and the other Basic Documents supersede all prior agreements and understandings between
the Parties with respect to such subject matter.



     Section 8.10. Governing Law. This Agreement will be construed in accordance with and
governed by the Laws of the State of New York without regard to principles of conflicts of Laws.



     Section 8.11. Execution in 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 8.12. Termination.



          (a) Notwithstanding anything herein to the contrary, this Agreement may be terminated on or at
any time prior to the Closing:





     (i) by the mutual written consent of Eagle Rock and the Purchasers entitled to purchase
a majority of the Purchased Common Units based on their Commitment Amounts; or




     (ii) by the written consent of the Purchasers entitled to purchase a majority of the
Purchased Common Units based on their Commitment Amounts, (i) if any representation or
warranty of the Eagle Rock set forth in this Agreement shall be untrue in any material
respect when made, or (ii) upon a breach in any material respect of any covenant or
agreement on the part of Eagle Rock set forth in this Agreement (either (i) or (ii) above
being an “Eagle Rock Terminating Breach”); provided, that each Eagle Rock
Terminating Breach would cause the conditions to the Purchasers’ obligations not to be
satisfied and such Eagle Rock Terminating Breach is not cured within 20 days after



 









 







receipt of written notice of such Eagle Rock Terminating Breach from the Purchasers
entitled to purchase a majority of the Purchased Common Units based on their Commitment
Amounts; or




     (iii) by Eagle Rock, (i) if any representation or warranty of a Purchaser set forth in
this Agreement shall be untrue in any material respect when made, or (ii) upon a breach in
any material respect of any covenant or agreement on the part of a Purchaser set forth in
this Agreement (either (i) or (ii) above being a “Purchaser Terminating Breach”);
provided, that each Purchaser Terminating Breach would cause the conditions to Eagle Rock’s
obligations not to be satisfied and such Purchaser Terminating Breach is not cured within 20
days after receipt of written notice of such Purchaser Terminating Breach from Eagle Rock;
provided, further, that in either such event this Agreement shall only terminate as to such
Purchaser.



          (b) Notwithstanding anything herein to the contrary, this Agreement shall automatically
terminate on or at any time prior to the Closing:





     (i) if the Closing shall not have occurred on or before May 31, 2007;




     (ii) if the Laser Acquisition Agreement shall have been terminated pursuant to its
terms; or




     (iii) if a Law shall have been enacted or promulgated, or if any Action shall have been
taken by any Governmental Authority of competent jurisdiction, in each case which
permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the
transactions contemplated by this Agreement or makes the transactions contemplated by this
Agreement illegal.



          (c) In the event of the termination of this Agreement as provided in Section 8.12(a) or
Section 8.12(b), this Agreement shall forthwith become null and void. In the event of such
termination, there shall be no liability on the part of any Party hereto, except as set forth in
Article VII of this Agreement and Sections 8.12(d) and 8.13 of this Agreement and except with
respect to the requirement to comply with any confidentiality agreement in favor of Eagle Rock;
provided that nothing herein shall relieve any Party from any liability or obligation with respect
to any willful breach of this Agreement.




          (d) This Section 8.12(d) shall not be effective until the earlier of (i) the execution by
Eagle Rock or its Affiliate of a purchase and sale agreement or letter of intent for the
contemplated acquisition of Montierra Minerals and Production; or (ii) the announcement by Eagle
Rock in press releases or reports filed with the Commission that Eagle Rock has entered into an
agreement or letter of intent for the acquisition of Montierra Minerals and Production.





     (i) Subject to the limitations set forth in Section 8.12(d)(ii), if this Agreement is
terminated pursuant to Section 8.12(b)(i), and if a Purchaser is not in breach or default in
any material respect under any of the terms of this Agreement, then Eagle Rock shall pay to
such Purchaser a fee equal to $0.75 per Common Unit based on each such Purchaser’s
Commitment Amount.



 









 






     (ii) If this Agreement is terminated as provided in Section 8.12(b)(i) because of
delays associated with the Federal Trade Commission’s review of the Laser Acquisition under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (provided that any such delay is
outside the control of Eagle Rock) and all other conditions in Section 6.01(b) have been
satisfied, and if a Purchaser is not in breach or default in any material respect under any
of the terms of this Agreement, then Eagle Rock shall pay to such Purchaser a fee equal to
$0.375 per Common Unit based on each such Purchaser’s Commitment Amount in lieu of the fee
described in Section 8.12(d)(i).



     Section 8.13. Expenses. Eagle Rock hereby covenants and agrees to pay to Vinson &
Elkins L.L.P. its reasonable and documented costs and expenses (including legal fees) incurred in
connection with the negotiation, execution, delivery and performance of the Basic Documents and the
transactions contemplated hereby and thereby in its course of representation of one or more of the
Purchasers, provided that such costs and expenses do not exceed $75,000 and that any request for
payment of fees and expenses be accompanied by a detailed invoice for such amount. If any action
at law or equity is necessary to enforce or interpret the terms of the Basic Documents, the
prevailing Party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements
in addition to any other relief to which such Party may be entitled.



     Section 8.14. Recapitalization, Exchanges, Etc. Affecting the Purchased 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 Purchased Common Units, and shall be appropriately adjusted for
combinations, unit splits, recapitalizations and the like occurring after the date of this
Agreement.



     Section 8.15. 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 other Basic Documents 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 Eagle Rock 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 Eagle Rock 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 and Eagle Rock
under this Agreement or the other Basic Documents 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.



 









 





[The remainder of this page is intentionally left blank.]




 









 





     IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first
above written.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	EAGLE ROCK ENERGY PARTNERS, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	EAGLE ROCK ENERGY GP, L.P.,

its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	EAGLE ROCK ENERGY G&P, LLC,

its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Alfredo Garcia, Senior Vice President,

Corporate Development	 	 






[Signature page to Common Unnit Purchase Agreement]




 









 








	 	 	 	 	 
	 	GPS PARTNERS LLC

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



[Signature page to Common Unnit Purchase Agreement]




 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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:	 	 






[Signature page to Common Unnit Purchase Agreement]




 









 








	 	 	 	 	 
	 	RCH ENERGY MLP FUND, L.P.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Signature page to Common Unnit Purchase Agreement]




 









 








	 	 	 	 	 
	 	NEW MOUNTAIN VANTAGE, L.P.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Signature page to Common Unnit Purchase Agreement]




 









 








	 	 	 	 	 
	 	NEW MOUNTAIN VANTAGE (CALIFORNIA), L.P.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





	 	 	 	 	 
	 	NEW MOUNTAIN VANTAGE (TEXAS), L.P.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





	 	 	 	 	 
	 	NEW MOUNTAIN VANTAGE HOLDCO LTD.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





	 	 	 	 	 
	 	ZLP FUND, L.P.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Signature page to Common Unnit Purchase Agreement]




 









 








	 	 	 	 	 
	 	STRUCTURED FINANCE AMERICAS LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Signature page to Common Unnit Purchase Agreement]




 









 








Schedule 2.01




PURCHASERS AND COMMITMENT AMOUNTS




	 	 	 	 	 	 	 	 	 
	 	 	Number of	 	 	Gross Proceeds	 
	Purchaser	 	Common Units	 	 	to Issuer	 
	Royal Bank of Canada
	 	 	1,207,710	 	 	$	21,980,322.00	 
	Lehman Brothers MLP Opportunity Fund L.P.
	 	 	1,098,901	 	 	$	19,999,998.20	 
	RCH Energy MLP Fund, L.P.
	 	 	1,098,901	 	 	$	19,999,998.20	 
	Credit Suisse Management LLC
	 	 	900,000	 	 	$	16,380,000.00	 
	GPS New Equity Fund LP
	 	 	708,790	 	 	$	12,899,978.00	 
	Lehman Brothers Inc.
	 	 	692,401	 	 	$	12,601,698.20	 
	Structured Finance Americas LLC
	 	 	384,617	 	 	$	7,000,029.40	 
	New Mountain Vantage, L.P.
	 	 	207,500	 	 	$	3,776,500.00	 
	New Mountain Vantage (California), L.P.
	 	 	207,100	 	 	$	3,769,220.00	 
	New Mountain Vantage (Texas), L.P.
	 	 	191,900	 	 	$	3,492,580.00	 
	ZLP Fund, L.P.
	 	 	164,835	 	 	$	2,999,997.00	 
	GPS MLP Fund LP
	 	 	98,885	 	 	$	1,799,707.00	 
	GPS High Yield Equities Fund LP
	 	 	34,725	 	 	$	631,995.00	 
	Agile Performance Fund LLC
	 	 	9,230	 	 	$	167,986.00	 
	 
	 	 	 	 	 	 
	Total
	 	 	7,005,495	 	 	$	127,500,009.00	 
	 
	 	 	 	 	 	 






Schedule 2.01




 









 





Exhibit A




     Capitalized terms used but not defined herein have the meaning assigned to such terms in the
Common Unit Purchase Agreement dated as of March 30, 2007 (the “Purchase Agreement”).
Eagle Rock shall furnish to the Purchasers at the Closing an opinion of Thompson & Knight L.L.P.,
counsel for Eagle Rock, addressed to the Purchasers and dated the Closing Date in form satisfactory
to Vinson & Elkins L.L.P., counsel for the Purchasers, stating that:




Based upon the foregoing, and subject to the qualifications and limitations herein set
forth, we are of the opinion that:




     (i) Eagle Rock: (a) is a limited partnership that is duly authorized, validly existing
and in good standing under the laws of the State of Delaware; and (b) has all requisite
limited partnership power and authority, and has all material governmental licenses,
authorizations, consents and approvals, necessary to own its Properties and carry on its
business as its business is now being conducted as described in the Eagle Rock SEC
Documents, except where the failure to obtain such licenses, authorizations, consents and
approvals would not reasonably be expected to have an Eagle Rock Material Adverse Effect.




     (ii) Eagle Rock (a) has the limited partnership power to execute, deliver and perform
each Basic Document,1 (b) has taken all limited partnership action necessary to
authorize the execution, delivery and performance of each Basic Document and (c) has duly
executed and delivered each Basic Document.




     (iii) Based solely on certificates of public officials, Eagle Rock was in good standing
and authorized to do business in each state specified with respect to Eagle Rock in a
schedule to such opinion as of the date of the certificate specified in such schedule.




     (iv) Each Basic Document to which Eagle Rock is a party has been duly authorized and
validly executed and delivered on behalf of Eagle Rock, and is Eagle Rock’s valid and
binding obligation, enforceable against it in accordance with the terms thereof.




     (v) None of the offering, issuance and sale by Eagle Rock of the Purchased Common Units
or the execution, delivery and performance of the Basic Documents by Eagle Rock (a)
constitutes or will constitute a violate its certificate of formation or the First Amended
and Restated Limited Partnership Agreement dated as of October 27, 2006 (the “Limited
Partnership Agreement”); (b) will result in a breach or violation (and, to such
counsel’s knowledge, no event has occurred that, with notice or lapse of time or otherwise,
would constitute such an event) or imposition of any lien, charge or encumbrance upon any
Property of Eagle Rock pursuant to (i) any agreement filed as an exhibit to the Eagle Rock
SEC Documents (the “Applicable Contracts”); or (ii) to the knowledge of such
counsel, any order, judgment, decree or injunction of any federal or





 




			
	1	 	“Basic Document” will be specified
defined in the opinion based on the agreements being delivered, current the
Purchase Agreement, the Partner Interests Purchase and Contribution Agreement
and the registration Rights Agreement.




Exhibit A-1









 











Delaware court or government agency or body directed to Eagle Rock or its Properties in
a proceeding to which Eagle Rock or such Property is a party; or (c) result in a violation
by Eagle Rock of any Applicable Laws.2




     (vi) None of the offering, issuance and sale by Eagle Rock of the Purchased Common
Units or the execution, delivery and performance of the Basic Documents by Eagle Rock (a)
constitutes or will constitute a violation of any organizational documents of any of Eagle
Rock’s Subsidiaries or (b) will result in a breach or violation (and, to such counsel’s
knowledge, no event has occurred that, with notice or lapse of time or otherwise, would
constitute such an event) or imposition of any lien, charge or encumbrance upon any Property
of the Eagle Rock’s Subsidiaries pursuant to (1) any Applicable Contract or (2) to the
knowledge of such counsel, any order, judgment, decree or injunction of any federal or
Delaware court or government agency or body directed to any of Eagle Rock’s Subsidiaries or
any of their respective Properties in a proceeding to which any of them or such Property is
a party, which breaches, violations or liens would reasonably be expected to have an Eagle
Rock Material Adverse Effect; provided, however, that no opinion is expressed pursuant
hereto with respect to federal or state securities Laws or other anti-fraud Laws.




     (vii) No authorization, consent, approval, waiver, license, qualification or other
action by, and no notice to or, filing, declaration, qualification or registration with, any
United States federal or New York governmental authority or regulatory body, or any third
party that is a party to any Applicable Contract, is required under Applicable Laws or the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 for the due execution, delivery or
performance by Eagle Rock of any Basic Document, except for the





 




			
	2	 	“Applicable Laws” means
those laws, rules and regulations of the State of Texas, State of New York, and
the federal laws, rules and regulations of the United States of America, that
in our experience are normally applicable to the Company, the Basic Documents
or transactions of the type contemplated by the Basic Documents, and, for
purposes of our opinions in paragraphs 1, 2, 5(a), 9 and 10 below, include the
Delaware Revised Uniform Limited Partnership Act. However, the term
“Applicable Laws” does not include:
	 
	(i)	 	Any state or federal laws, rules or regulations relating to:
(a) pollution or protection of the environment; (b) zoning, land use,
building or construction; (c) occupational safety and health or other
similar matters; (d) labor, employee rights and benefits, including
without limitation the Employee Retirement Income Security Act of 1974,
as amended; (e) the regulation of utilities; (f) antitrust and trade
regulation; (g) tax; (h) securities, including without limitation federal
and state securities laws, rules or regulations, and the Investment
Company Act of 1940, as amended; (i) corrupt practices, including without
limitation the Foreign Corrupt Practices Act of 1977; and (j) copyrights,
patents, service marks and trademarks.
	 
	(ii)	 	Any laws, rules or regulations of any county, municipality
or similar political subdivision or any agency or instrumentality
thereof.
	 
	(iii)	 	Any laws, rules or regulations that are applicable to the
Company, the Basic Documents or such transactions solely because such
laws, rules or regulations are part of a regulatory regime applicable to
any party to any of the Basic Documents or any of its affiliates because
of the specific assets or business of such party or such affiliate.
	 
	(iv)	 	The laws of the State of Delaware, except to the extent based on our
review of the Delaware Revised Uniform Limited Partnership Act, without
consideration of any judicial or administrative interpretations thereof.




Exhibit A-2









 











authorizations, approvals, actions, notices and filings listed on a schedule to such
opinion.3




     (viii) Eagle Rock is not, and as a result of the transactions contemplated by the Basic
Documents will not be, required to register as an investment company under the Investment
Company Act of 1940, as amended.




     (ix) To the knowledge4 of such counsel, there are no legal actions pending
against Eagle Rock before any court, governmental agency or arbitrator challenging the
enforceability or seeking to prevent the performance by Eagle Rock of any Basic Document.




     (x) As of the open of business on the date hereof, and prior to the sale and issuance
of the Purchased Common Units as contemplated by the Purchase Agreement, the issued and
outstanding partnership interests of Eagle Rock consist of 20,691,495 Common Units,
20,691,495 Subordinated Units, 844,551 General Partner Units, and the Incentive Distribution
Rights (each as defined in the Limited Partnership Agreement). All of the outstanding
Common Units, Subordinated Units, General Partner Units, and the Incentive Distribution
Rights 20,691,495 have been duly authorized and validly issued in accordance with the
Delaware LP Act and the Limited Partnership Agreement and are fully paid5 (to
the extent required by applicable Law and the Limited Partnership Agreement) and
non-assessable (except as such non-assessability may be affected by Section 17-607 of the
Delaware LP Act).




     (xi) All of the issued and outstanding equity interests of each of Eagle Rock’s
Subsidiaries listed on Schedule II.E are owned, directly or indirectly, by Eagle Rock free
and clear of any Liens (a) in respect of which a financing statement under the Uniform
Commercial Code naming Eagle Rock or any of its Subsidiaries as debtors is on file in the
office of the Secretary of State of the State of Delaware, (b) otherwise known to such
counsel without independent investigation, other than those created under applicable Law and
(c) except for such Liens as may be imposed under Eagle Rock’s or its Subsidiaries’ credit
facilities, and all such ownership interests have been duly authorized and validly issued
and are fully paid (to the extent required by applicable Law and the organizational





 




			
	3	 	The schedule will specify:
	 
	 	 	Approvals required by the Commission in connection with the
Company’s obligations under the Registration Rights Agreement
(including the Registration Statement referred to therein).
Filings required under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976.
	 
	 	 	The listing of the Additional Common Units with the NASDAQ Global Market.
	 
	4	 	“Knowledge” may be defined as
meaning that, in the course of such counsel’s representation of Eagle
Rock with respect to the Basic Documents, no information with respect to
statements in such opinion has come to the actual, conscious attention of any
of its attorneys who have been directly involved in representing Eagle Rock in
connection with the Transaction Documents that would lead such attorney to
conclude that such statements are untrue, and may state that such counsel has
not made any examination of its files or the files of Eagle Rock, any
investigation of court or other public records, any inquiry with any other
person or a general canvass of its attorneys, to determine the existence or
absence of such facts.
	 
	5	 	The opinion may state that fully paid status
of any person is based solely on a certificate as to payment received from an
officer, partner or member of or accountant for the applicable person.




Exhibit A-3









 











documents of Eagle Rock’s Subsidiaries, as applicable) and non-assessable (except as
non-assessability may be affected by matters described in Section 17-607 of the Delaware LP
Act or the organizational documents of Eagle Rock’s Subsidiaries, as applicable) and free of
preemptive rights, and, to our knowledge, except as disclosed in the Eagle Rock SEC
Documents, neither Eagle Rock nor any of its Subsidiaries owns any shares of capital stock
or other securities of, or interests in, any other Person or is obligated to make any
capital contribution to or other investment in any other Person.




     (xii) No holder of any equity interests in Eagle Rock or any other person has any
preemptive right, right of first refusal, or other similar right to subscribe for or
purchase securities of Eagle Rock arising (a) by operation of the organizational documents
of Eagle Rock or any of its Subsidiaries or the Delaware LP Act or (b) to our knowledge,
otherwise.




     (xiii) The Purchased Common Units have been duly authorized by Eagle Rock and, when
issued and delivered as provided in the Purchase Agreement, the Purchased Common Units will
be validly issued, fully paid and non-assessable, except as such non-assessability may be
affected by matters described in Section 17-607 of the Delaware LP Act or the organizational
documents of such Subsidiaries, as applicable) and free of preemptive rights.




     (xiv) Based upon the representations, warranties and agreements of Eagle Rock and the
Purchasers in the Purchase Agreement,6 it is not necessary in connection with
the offer and sale of the Purchased Common Units to you under the Purchase Agreement to
register the Purchased Common Units under the Securities Act of 1933, as amended, other than
any registration that may be contemplated by the Registration Rights Agreement, it being
understood that no opinion is expressed as to any subsequent resale of any Purchased Common
Unit.




     (xv) Eagle Rock is treated as a partnership for federal income tax purposes.





 




			
	6	 	Or elsewhere, if applicable.




Exhibit A-4









 










Exhibit B




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 
	 	 	2	 
	 
	 	 	 	 
	ARTICLE II

	REGISTRATION RIGHTS3

	 
	 	 	 	 
	Section 2.01 Registration
	 	 	3	 
	Section 2.02 Piggyback Rights
	 	 	5	 
	Section 2.03 Underwritten Offering
	 	 	7	 
	Section 2.04 Sale Procedures 
	 	 	8	 
	Section 2.05 Cooperation by Holders 
	 	 	11	 
	Section 2.06 Restrictions on Public Sale by Holders of Registrable Securities 
	 	 	11	 
	Section 2.07 Expenses
	 	 	12	 
	Section 2.08 Indemnification
	 	 	12	 
	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 
	 	 	16	 
	Section 3.02 Successor and Assigns 
	 	 	16	 
	Section 3.03 Aggregation of Purchased Common Units 
	 	 	16	 
	Section 3.04 Recapitalization, Exchanges, Etc. Affecting the Common Units 
	 	 	16	 
	Section 3.05 Specific Performance 
	 	 	16	 
	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 
	 	 	17	 
	Section 3.12 No Presumption 
	 	 	17	 
	Section 3.13 Obligations Limited to Parties to Agreement 
	 	 	17	 
	Section 3.14 Interpretation 
	 	 	18	 






Exhibit B




 









 






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.



Exhibit B-1









 





     “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.



Exhibit B-2









 





     “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



Exhibit B-3









 







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

Exhibit B-4









 








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 form 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.




Exhibit B-5









 








          (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

Exhibit B-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

Exhibit B-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

Exhibit B-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

Exhibit B-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);

Exhibit B-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)



Exhibit B-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

Exhibit B-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.




Exhibit B-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

Exhibit B-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.




Exhibit B-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.



Exhibit B-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.



Exhibit B-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]




Exhibit B-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:	 	 






Exhibit B-19









 






	 	 	 	 	 
	 	GPS PARTNERS LLC

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




Exhibit B-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:	 	 






Exhibit B-21









 






	 	 	 	 	 
	 	RCH ENERGY MLP FUND, L.P.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




Exhibit B-22









 





	 	 	 	 	 
	 	NEW MOUNTAIN VANTAGE, L.P.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Exhibit B-23









 






	 	 	 	 	 



	 	 	 	 	 
	 	NEW MOUNTAIN VANTAGE (CALIFORNIA), L.P.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




Exhibit B-24









 





	 	 	 	 	 
	 	NEW MOUNTAIN VANTAGE (TEXAS), L.P.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




Exhibit B-25









 





	 	 	 	 	 
	 	NEW MOUNTAIN VANTAGE HOLDCO LTD.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




Exhibit B-26









 





	 	 	 	 	 
	 	ZLP FUND, L.P.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




Exhibit B-27









 





	 	 	 	 	 
	 	STRUCTURED FINANCE AMERICAS LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




Exhibit B-28









 





Exhibit C




EAGLE ROCK ENERGY PARTNERS, L.P.




Officer’s Certificate




     Pursuant to Section 6.02(b) of the Common Unit Purchase Agreement, dated as of March 30, 2007
(the “Purchase Agreement”) by and among Eagle Rock Energy Partners, L.P., a Delaware
limited partnership (the “Company”), 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”) relating to the issuance and sale by the Company to the Purchasers of an
aggregate of 7,005,495 Common Units representing limited partnership interests in the Company the
undersigned hereby certifies on behalf of the Company as follows:



     (A) The Company has performed and complied with the covenants and agreements contained in the
Purchase Agreement in all material respects that are required to be performed and complied with by
the Company on or prior to the date hereof.



     (B) The representations and warranties of the Company contained in the Purchase Agreement that
are qualified by materiality or Eagle Rock Material Adverse Effect (as defined in the Purchase
Agreement) are true and correct as of the date of the Purchase Agreement and as of the date hereof
and all other representations and warranties of the Company contained in the Purchase Agreement are
true and correct in all material respects as of the date of the Purchase Agreement and as of the
date hereof, in each case as though made at and as of the date hereof (except that representations
or warranties made as of a specific date are true and correct as of such date only).



     (C) Since the date of the Purchase Agreement, no Eagle Rock Material Adverse Effect (as
defined in the Purchase Agreement) has occurred and is continuing.



     Dated: [•], 2007



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	EAGLE ROCK ENERGY PARTNERS, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	EAGLE ROCK ENERGY GP, L.P.,


its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	EAGLE ROCK ENERGY G&P, LLC, 


its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Alfredo Garcia, Senior Vice President,

Corporate Development	 	 






Exhibit C-1









 





Exhibit D




PURCHASERS’




Officer’s Certificate




     Pursuant to Section 6.03(c) of the Common Unit Purchase Agreement, dated as of March 30, 2007
(the “Purchase Agreement”), by and among Eagle Rock Energy Partners, L.P., a Delaware
limited partnership (the “Company”), 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”) relating to the issuance and sale by the Company to the Purchasers of an
aggregate of 7,005,495 Common Units representing limited partnership interests in the Company each
of the undersigned hereby certifies solely on behalf of itself as follows:



     (A) Such Purchaser has performed and complied with the covenants and agreements contained in
the Purchase Agreement in all material respects that are required to be performed and complied with
by such Purchaser on or prior to the date hereof.



     (B) The representations and warranties of such Purchaser contained in the Purchase Agreement
that are qualified by materiality or Purchaser Material Adverse Effect (as defined in the Purchase
Agreement) are true and correct as of the date of the Purchase Agreement and as of the date hereof
and all other representations and warranties of such Purchaser contained in the Purchase Agreement
are true and correct in all material respects as of the date of the Purchase Agreement and as of
the date hereof, in each case as though made at and as of the date hereof (except that
representations or warranties made as of a specific date are true and correct as of such date
only).



     (C) Since the date of the Purchase Agreement, no Purchaser Material Adverse Effect (as defined
in the Purchase Agreement) has occurred and is continuing in respect of such Purchaser.



     Dated: [•], 2007



	 	 	 	 	 
	 	GPS PARTNERS LLC

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




Exhibit D-1









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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:	 	 






Exhibit D-2









 






	 	 	 	 	 
	 	RCH ENERGY MLP FUND, L.P.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




Exhibit D-3









 





	 	 	 	 	 
	 	NEW MOUNTAIN VANTAGE, L.P.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




Exhibit D-4









 





	 	 	 	 	 
	 	NEW MOUNTAIN VANTAGE (CALIFORNIA), L.P.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




Exhibit D-5









 





	 	 	 	 	 
	 	NEW MOUNTAIN VANTAGE (TEXAS), L.P.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




Exhibit D-6









 





	 	 	 	 	 
	 	NEW MOUNTAIN VANTAGE HOLDCO LTD.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




Exhibit D-7









 





	 	 	 	 	 
	 	ZLP FUND, L.P.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




Exhibit D-8









 





	 	 	 	 	 
	 	STRUCTURED FINANCE AMERICAS LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




Exhibit D-9









 





Exhibit E




[Laser Acquisition Agreement]





Exhibit E-2