exv10w1



 





Exhibit 10.1




Execution Copy




 





OMNIBUS AGREEMENT




AMONG




EAGLE ROCK ENERGY PARTNERS, L.P.




EAGLE ROCK ENERGY G&P, LLC




EAGLE ROCK ENERGY GP, L.P.




AND




EAGLE ROCK HOLDINGS, L.P.




 





 









 





OMNIBUS AGREEMENT




     THIS OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, the Closing Date
(as defined herein), and is by and among Eagle Rock Energy Partners, L.P., a Delaware limited
partnership (the “MLP”), Eagle Rock Energy G&P, LLC, a Delaware limited liability company (“G&P”),
Eagle Rock Energy GP, L.P., a Delaware limited partnership (the “General Partner”) and Eagle Rock
Holdings, L.P., a Texas limited partnership (“Holdings”). The above-named entities are sometimes
referred to in this Agreement each as a “Party” and collectively as the “Parties.”



R E C I T A L S:




     The Parties desire by their execution of this Agreement to evidence their understanding, as
more fully set forth in Article II and Article III of this Agreement, with respect to certain
indemnification and reimbursement obligations of the Parties.



     In consideration of the premises and the covenants, conditions, and agreements contained
herein, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereby agree as follows:



ARTICLE I

Definitions




     1.1 Definitions. (a) Capitalized terms used herein but not defined shall have the meanings
given them in the MLP Agreement.



          (b) As used in this Agreement, the following terms shall have the respective meanings set
forth below:





     “Agreement” means this Omnibus Agreement, as it may be amended, modified or
supplemented from time to time in accordance with the terms hereof.




     “Basket” has the meaning given such term in Section 2.3(b).




     “Cause” has the meaning ascribed thereto in the MLP Agreement.




     “Change of Control” means, with respect to any Person (the “Applicable Person”), any of
the following events: (i) any sale, lease, exchange or other transfer (in one transaction or
a series of related transactions) of all or substantially all of the Applicable Person’s
assets to any other Person, unless immediately following such sale, lease, exchange or other
transfer such assets are owned, directly or indirectly, by the Applicable Person; (ii) the
dissolution or liquidation of the Applicable Person; (iii) the consolidation or merger of
the Applicable Person with or into another Person pursuant to a transaction in which the
outstanding Voting Securities of the Applicable Person are changed into or exchanged for
cash, securities or other property, other than any such
transaction where (a) the outstanding Voting Securities of the Applicable Person are
changed into or exchanged for Voting Securities of the surviving Person or its parent and



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(b) the holders of the Voting Securities of the Applicable Person immediately prior to such
transaction own, directly or indirectly, not less than a majority of the outstanding Voting
Securities of the surviving Person or its parent immediately after such transaction; and
(iv) a “person” or “group” (within the meaning of Sections 13(d) or 14(d)(2) of the Exchange
Act) becoming the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange
Act) of more than 50% of all of the then outstanding Voting Securities of the Applicable
Person, except in a merger or consolidation which would not constitute a Change of Control
under clause (iii) above.




     “Closing Date” means the date of the closing of the initial public offering of Common
Units.




     “Common Unit” has the meaning given such term in the MLP Agreement.




     “Conflicts Committee” has the meaning given such term in the MLP Agreement.




     “Covered Environmental Losses” means all environmental Losses, (including, without
limitation, costs and expenses of any Environmental Activity) of any and every kind or
character, by reason of or arising out of:




     (i) any violation or correction of violation, including without limitation performance
of any Environmental Activity, of Environmental Laws; or




     (ii) any event, omission or condition associated with ownership or operation of the MLP
Assets (including, without limitation, the exposure to or presence of Hazardous Substances
on, under, about or migrating to or from the MLP Assets or the exposure to or Release of
Hazardous Substances arising out of operation of the MLP Assets at non-MLP Asset locations),
including, without limitation, (A) the cost and expense of any Environmental Activities, and
(B) the cost and expense for any environmental or toxic tort pre-trial, trial or appellate
legal or litigation support work, but only to the extent that such violation described in
clause (i), or such events, omissions or conditions described in clause (ii), occurred
before the Closing Date.




     “Environmental Activities” shall mean any investigation, study, assessment, evaluation,
sampling, testing, monitoring, containment, removal, disposal, closure, corrective action,
remediation (regardless of whether active or passive), natural attenuation, restoration,
bioremediation, response, repair, corrective measure, cleanup or abatement that is required
or necessary under any applicable Environmental Law, including, without limitation,
institutional or engineering controls or participation in a governmental voluntary cleanup
program to conduct voluntary investigatory and remedial actions for the clean-up, removal or
remediation of Hazardous Substances that exceed actionable levels established pursuant to
Environmental Laws, or participation in a supplemental environmental project in partial or
whole mitigation of a fine or penalty.




     “Environmental Laws” means all federal, state, and local laws, statutes, rules,
regulations, orders, judgments, ordinances, codes, injunctions, decrees, Environmental
Permits and other legally enforceable requirements and rules of common law relating to



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(a) pollution or protection of the environment or natural resources including, without
limitation, the federal Comprehensive Environmental Response, Compensation and Liability
Act, the Superfund Amendments and Reauthorization Act, the Resource Conservation and
Recovery Act, the Clean Air Act, the Clean Water Act, the Safe Drinking Water Act, the Toxic
Substances Control Act, the Oil Pollution Act of 1990, the Federal Hazardous Materials
Transportation Law, the Marine Mammal Protection Act, the Endangered Species Act, the
National Environmental Policy Act and other environmental conservation and protection laws,
each as amended through the Closing Date, (b) any Release or threatened Release of, or any
exposure of any Person or property to, any Hazardous Substances and (c) the generation,
manufacture, processing, distribution, use, treatment, storage, transport or handling of any
Hazardous Substances.




     “Environmental Permit” means any permit, approval, identification number, license,
registration, consent, exemption, variance or other authorization required under or issued
pursuant to any applicable Environmental Law.




     “Exchange Act” means the Securities Exchange Act of 1934, as amended.




     “G&P” has the meaning given such term in the introduction to this Agreement.




     “General Partner” has the meaning given such term in the introduction to this
Agreement.




     “Hazardous Substance” means (a) any substance that is designated, defined or classified
under any Environmental Law as a hazardous waste, solid waste, hazardous material,
pollutant, contaminant or toxic or hazardous substance, or terms of similar meaning, or that
is otherwise regulated under any Environmental Law, including, without limitation, any
hazardous substance as defined under the Comprehensive Environmental Response, Compensation
and Liability Act, as amended, (b) oil as defined in the Oil Pollution Act of 1990, as
amended, including, without limitation, oil, gasoline, natural gas, fuel oil, motor oil,
waste oil, diesel fuel, jet fuel and other refined petroleum hydrocarbons and petroleum
products and (c) radioactive materials, asbestos containing materials or polychlorinated
biphenyls.




     “Holdings” has the meaning given such term in the introduction to this Agreement.




     “Indemnified Party” means the Partnership Group in their capacity as the parties
entitled to indemnification in accordance with Article II.




     “Indemnifying Party” means the General Partner, G&P and Holdings, collectively in their
capacity as the parties from whom indemnification may be required in accordance with Article
II.




     “Losses” means any losses, damages, liabilities, claims, demands, causes of action,
judgments, settlements, fines, penalties, costs and expenses (including, without



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limitation,
court costs and reasonable attorney’s and experts’ fees) of any and every kind or character.




     “MLP” has the meaning given such term in the introduction to this Agreement.




     “MLP Agreement” means the First Amended and Restated Agreement of Limited Partnership
of the MLP, dated as of the Closing Date, as such agreement is in effect on the Closing
Date, to which reference is hereby made for all purposes of this Agreement. An amendment or
modification to the MLP Agreement subsequent to the Closing Date shall be given effect for
the purposes of this Agreement only if it has received the approval of the Conflicts
Committee that would be required, if any, pursuant to Section 4.6 hereof if such amendment
or modification were an amendment or modification of this Agreement.




     “MLP Assets” means the pipelines, processing plants or related equipment or assets, or
portions thereof, conveyed, contributed or otherwise transferred or intended to be conveyed,
contributed or otherwise transferred to any member of the Partnership Group, or owned by,
leased by or necessary for the operation of the business, properties or assets of any member
of the Partnership Group, prior to or as of the Closing Date.




     “Organizational Documents” means certificates of incorporation, by-laws, certificates
of formation, limited liability company operating agreements, certificates of limited
partnership or limited partnership agreements or other formation or governing documents of a
particular entity.




     “Partnership Entities” means G&P, the General Partner and each member of the
Partnership Group.




     “Partnership Group” means the MLP and any Subsidiary of the MLP.




     “Party” or “Parties” have the meaning given such terms in the introduction to this
Agreement.




     “Person” means an individual, corporation, partnership, joint venture, trust, limited
liability company, unincorporated organization or any other entity.




     “Registration Statement” has the meaning given such term in the MLP Agreement.




     “Release” means any depositing, spilling, leaking, pumping, pouring, placing, emitting,
discarding, abandoning, emptying, discharging, migrating, injecting, escaping, leaching,
dumping or disposing into the environment.




     “Subsidiary” has the meaning given such term in the MLP Agreement.



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     “Voting Securities” means securities of any class of a Person entitling the holders
thereof to vote in the election of, or to appoint, members of the board of directors or
other similar governing body of the Person.



ARTICLE II

Indemnification




     2.1 Environmental Indemnification. Subject to the provisions of Section 2.3 and Section 2.4,
the Indemnifying Party shall indemnify, defend and hold harmless the Indemnified Party from and
against any Covered Environmental Losses suffered or incurred by the Indemnified Party and arising
from or relating to the MLP Assets for a period of two (2) years from the Closing Date.



     2.2 Additional Indemnification. Subject to the provisions of Section 2.3 and Section 2.4, the
Indemnifying Party shall indemnify, defend and hold harmless the Indemnified Party from and against
any Losses suffered or incurred by the Indemnified Party by reason of or arising from:



          (a) the failure of the Partnership Group to be the owner of valid and indefeasible easement
rights, leasehold and/or fee ownership interests in and to the lands on which are located any MLP
Assets, and such failure renders the Partnership Group liable to a third party or unable to use or
operate the MLP Assets in substantially the same manner that the MLP Assets were used and operated
by Holdings and its Subsidiaries immediately prior to the Closing Date;




          (b) the failure of the Partnership Group to have on the Closing Date any consent or
governmental permit necessary to allow (i) the transfer of any of the MLP Assets to the Partnership
Group on the Closing Date or (ii) the Partnership Group to use or operate the MLP Assets in
substantially the same manner that the MLP Assets were owned and operated by Holdings and its
Subsidiaries immediately prior to the Closing Date;




          (c) all federal, state and local income tax liabilities attributable to the ownership or
operation of the MLP Assets prior to the Closing Date, including any such income tax liabilities of
Holdings and its Subsidiaries that may result from the consummation of the formation transactions
for the Partnership Entities, but excluding any such liabilities attributable to federal, state and
local income taxes reserved on the books of the Partnership Group as of the Closing Date;




          (d) all liabilities, other than Covered Environmental Losses and other than liabilities
incurred in the ordinary course of business conducted in compliance with applicable laws, that
arise out of the operation of the MLP Assets prior to the Closing Date; and




          (e) all liabilities attributable to any assets or liabilities retained by the Indemnifying
Party.



provided, however, that, in the case of clauses (a), (b) and (d) above, such indemnification
obligations shall survive for two (2) years from the Closing Date; and that in the case of clauses




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(c) and (e) above, such indemnification obligations shall survive until sixty (60) days after the
expiration of any applicable statute of limitations.




     2.3 Limitations Regarding Indemnification.



          (a) The aggregate liability of the Indemnifying Party under Section 2.1 shall not exceed $7.5
million and the aggregate liability of the Indemnifying Party under Section 2.2(d) shall not exceed
$5.0 million.




          (b) Subject to the limitations of Section 2.3(a), no claims may be made against the
Indemnifying Party for indemnification pursuant to Section 2.1 unless the aggregate dollar amount
of the Losses suffered or incurred by the Indemnified Party exceed $750,000, but the Indemnifying
Party shall be liable for the full amount of such claims in excess of $750,000 (the “Basket”),
provided, however, that individual claims or a series of related claims that do not exceed $25,000
shall not be charged against the Basket.




          (c) Subject to the limitations of Section 2.3(a), no claims may be made against the
Indemnifying Party for indemnification pursuant to Section 2.2(d) unless the aggregate dollar
amount of the Losses suffered or incurred by the Indemnified Party exceed $500,000, but the
Indemnifying Party shall be liable for the full amount of such claims in excess of $500,000.




          (d) Notwithstanding anything herein to the contrary, in no event shall the Indemnifying Party
have any indemnification obligations under this Agreement for claims made as a result of additions
to or modifications of Environmental Laws promulgated after the Closing Date.




          (e) Notwithstanding anything herein to the contrary, the liability of the Indemnifying Party
for any indemnification obligations under this Agreement will be subject to reduction for (i) any
insurance proceeds realized by the Indemnified Party with respect to the indemnified matter, net of
any premium that becomes due and payable as a result of such claim, (ii) any amounts recovered by
the Indemnified Party under contractual indemnities from third parties and (iii) up to $2.1 million
of costs incurred by the MLP to conduct environmental investigations, implement spill prevention,
control and countermeasure (“SPCC”) plans and perform selected cavern closures on 11 properties, in
each case as described under the heading “Business–Environmental Matters” in the Registration
Statement. The MLP hereby agrees to use commercially reasonable efforts to realize any applicable
insurance proceeds and amounts recoverable under such contractual indemnities.




          (f) The liability of the Indemnifying Party for any indemnification obligations under Section
2.2(d) of this Agreement will be reduced by any amounts reserved or accrued for such Losses on the
balance sheet of the MLP as of December 31, 2005.




     2.4 Indemnification Procedures.



          (a) The Indemnified Party agrees that within a reasonable period of time after it becomes
aware of facts giving rise to a claim for indemnification pursuant to this Article II, it will
provide notice thereof in writing to the Indemnifying Party specifying the nature of and




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specific basis for such claim; provided, however, that the Indemnified Party shall not submit
claims more frequently than once a calendar quarter (or twice in the case of the last calendar
quarter prior to the expiration of the applicable indemnity coverage under this Agreement).




          (b) The Indemnifying Party shall have the right to control all aspects of the defense of (and
any counterclaims with respect to) any claims brought against the Indemnified Party that are
covered by the indemnification set forth in this Article II, including, without limitation, the
selection of counsel (provided that if such claim involves Covered Environmental Losses, such
counsel shall be reasonably acceptable to the Indemnified Party), determination of whether to
appeal any decision of any court and the settling of any such matter or any issues relating
thereto; provided, however, that no such settlement shall be entered into without the consent
(which consent shall not be unreasonably withheld, conditioned or delayed) of the Indemnified Party
unless it includes a full release of the Indemnified Party from such matter or issues, as the case
may be.




          (c) The Indemnified Party agrees to cooperate fully with the Indemnifying Party with respect
to all aspects of the defense of any claims covered by the indemnification set forth in Article II,
including, without limitation, the prompt furnishing to the Indemnifying Party of any
correspondence or other notice relating thereto that the Indemnified Party may receive, permitting
the names of the Indemnified Party to be utilized in connection with such defense, the making
available to the Indemnifying Party of any files, records or other information of the Indemnified
Party that the Indemnifying Party considers relevant to such defense and the making available to
the Indemnifying Party of any employees of the Indemnified Party; provided, however, that in
connection therewith the Indemnifying Party agrees to use reasonable efforts to minimize the impact
thereof on the operations of the Indemnified Party and further agrees to maintain the
confidentiality of all files, records and other information furnished by the Indemnified Party
pursuant to this Section 2.4. In no event shall the obligation of the Indemnified Party to
cooperate with the Indemnifying Party as set forth in the immediately preceding sentence be
construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in
connection with the defense of any claims covered by the indemnification set forth in this Article
II; provided, however, that the Indemnified Party may, at its own option, cost and expense, hire
and pay for counsel in connection with any such defense. The Indemnifying Party agrees to keep any
such counsel hired by the Indemnified Party reasonably informed as to the status of any such
defense, but the Indemnifying Party shall have the right to retain sole control over such defense.




          (d) The indemnification obligations under this Article II shall continue with respect to any
claim for indemnification pursuant to this Article II that is pending as of the end of the
applicable survival period notwithstanding the expiration of such survival period.




ARTICLE III

Reimbursement Obligations




     3.1 Reimbursement for Operating and General and Administrative Expenses.



          (a) Each of G&P and Holdings hereby agrees to continue to provide, or cause to be provided,
the Partnership Group with general and administrative services, such as legal,




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accounting,
treasury, insurance administration and claims processing, risk management, health, safety and
environmental, information technology, human resources, credit, payroll, internal audit, taxes and
engineering, that are substantially identical in nature and quality to the services of such type
previously provided by each of G&P and Holdings in connection with their management and operation
of the MLP Assets during the one-year period prior to the Closing Date.




          (b) The Partnership Group hereby agrees to reimburse each of G&P and Holdings for all expenses
and expenditures they incur or payments they make on behalf of the Partnership Group in connection
with the business and operations of the Partnership Group, including, but not limited to, (i)
salaries of operational personnel performing services on the Partnership Group’s behalf and the
cost of employee benefits for such personnel, (ii) capital expenditures and (iii) maintenance and
repair costs.




          (c) The General Partner shall be entitled to allocate any such expenses and expenditures
between the Partnership Group, on the one hand, and G&P and Holdings, on the other hand, in
accordance with the foregoing provision on any reasonable basis.




     3.2 Reimbursement for Insurance. The Partnership Group hereby agrees to reimburse each of G&P
and Holdings for all expenses they incur or payments they make on behalf of the Partnership Group
for (i) insurance coverage with respect to the MLP Assets, (ii) insurance coverage with respect to
claims related to fiduciary obligations of officers, directors and control persons of the
Partnership Group and (iii) insurance coverage with respect to claims under federal and state
securities laws related to any of the officers, directors and control persons thereof.



ARTICLE IV

Miscellaneous




     4.1 Choice of Law; Submission to Jurisdiction. This Agreement shall be subject to and governed
by the laws of the State of Texas, excluding any conflicts-of-law rule or principle that might
refer the construction or interpretation of this Agreement to the laws of another state. Each Party
hereby submits to the jurisdiction of the state and federal courts in the State of Texas and to
venue in Texas.



     4.2 Notice. All notices, requests or consents provided for or permitted to be given pursuant
to this Agreement must be in writing and must be given by depositing same in the United States
mail, addressed to the Person to be notified, postpaid, and registered or certified with return
receipt requested or by delivering such notice in person or by telecopier or telegram to such
Party. Notice given by personal delivery or mail shall be effective upon actual receipt. Notice
given by telegram or telecopier shall be effective upon actual receipt if received during the
recipient’s
normal business hours, or at the beginning of the recipient’s next business day after receipt
if not received during the recipient’s normal business hours. All notices to be sent to a Party
pursuant to this Agreement shall be sent to or made at the address set forth below or at such other
address as such Party may stipulate to the other Parties in the manner provided in this Section
4.2.



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14950 Heathrow Forest Parkway, Suite 111

Houston, Texas 77032

Phone: (832) 329-8000

Fax: (832) 327-8009

Attention: Alex A. Bucher, Jr.




     4.3 Entire Agreement. This Agreement constitutes the entire agreement of the Parties relating
to the matters contained herein, superseding all prior contracts or agreements, whether oral or
written, relating to the matters contained herein.



     4.4 Termination. Notwithstanding any other provision of this Agreement, if the General Partner is
removed as general partner of the MLP under circumstances where Cause does not exist and Common
Units held by the General Partner and its Affiliates are not voted in favor of such removal, this
Agreement may immediately thereupon be terminated by either G&P or Holdings. This Agreement shall
also terminate upon a Change of Control of G&P, the General Partner or the MLP.



     4.5 Effect of Waiver or Consent. No waiver or consent, express or implied, by any Party to or
of any breach or default by any Person in the performance by such Person of its obligations
hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or
default in the performance by such Person of the same or any other obligations of such Person
hereunder. Failure on the part of a Party to complain of any act of any Person or to declare any
Person in default, irrespective of how long such failure continues, shall not constitute a waiver
by such Party of its rights hereunder until the applicable statute of limitations period has run.



     4.6 Amendment or Modification. This Agreement may be amended or modified from time to time
only by the written agreement of all the Parties; provided, however, that the MLP may not, without
the prior approval of the Conflicts Committee, agree to any amendment or modification of this
Agreement that, in the reasonable discretion of the General Partner, will have a material adverse
effect on the holders of Common Units. Each such instrument shall be reduced to writing and shall
be designated on its face an “Amendment” or an “Addendum” to this Agreement.



     4.7 Assignment; Third Party Beneficiaries. No Party shall have the right to assign its rights or obligations under this Agreement
without the prior written consent of the other Parties. Each of the Parties hereto specifically
intends that Holdings and each entity comprising the Partnership Entities, as applicable, whether
or not a Party to this Agreement, shall be entitled to assert rights and remedies hereunder as
third-party beneficiaries hereto with respect to those provisions of this Agreement affording a
right, benefit or privilege to any such entity.



     4.8 Counterparts. This Agreement may be executed in any number of counterparts with the same
effect as if all signatory Parties had signed the same document. All counterparts shall be
construed together and shall constitute one and the same instrument.



     4.9 Severability. If any provision of this Agreement or the application thereof to any Person
or circumstance shall be held invalid or unenforceable to any extent, the remainder of this



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Agreement and the application of such provision to other Persons or circumstances shall not be
affected thereby and shall be enforced to the greatest extent permitted by law.




     4.10 Gender, Parts, Articles and Sections. Whenever the context requires, the gender of all
words used in this Agreement shall include the masculine, feminine and neuter, and the number of
all words shall include the singular and plural. All references to Article numbers and Section
numbers refer to Articles and Sections of this Agreement.



     4.11 Further Assurances. In connection with this Agreement and all transactions contemplated
by this Agreement, each Party agrees to execute and deliver such additional documents and
instruments and to perform such additional acts as may be necessary or appropriate to effectuate,
carry out and perform all of the terms, provisions and conditions of this Agreement and all such
transactions.



     4.12 Withholding or Granting of Consent. Each Party may, with respect to any consent or
approval that it is entitled to grant pursuant to this Agreement, grant or withhold such consent or
approval in its sole and uncontrolled discretion, with or without cause, and subject to such
conditions as it shall deem appropriate.



     4.13 Laws and Regulations. Notwithstanding any provision of this Agreement to the contrary, no
Party shall be required to take any act, or fail to take any act, under this Agreement if the
effect thereof would be to cause such Party to be in violation of any applicable law, statute, rule
or regulation.



     4.14 Negation of Rights of Limited Partners, Assignees and Third Parties. Except as set forth
in Section 4.7, the provisions of this Agreement are enforceable solely by the Parties, and no
limited partner, member, or assignee of Holdings or the MLP or other Person shall have the right,
separate and apart from Holdings or the MLP, to enforce any provision of this Agreement or to
compel any Party to comply with the terms of this Agreement.



     4.15 No Recourse Against Officers or Directors. For the avoidance of doubt, the provisions of
this Agreement shall not give rise to any right of recourse against any officer or director of
Holdings or any Partnership Entity.



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     IN WITNESS WHEREOF, the Parties have executed this Agreement on, and effective as of, the
Closing Date.



	 	 	 	 	 	 	 	 	 
	 	 	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:	 	/s/ ALEX A. BUCHER 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Alex A. Bucher	 	 
	 

	 	 	 	Title:
	 	President and Chief Executive
Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	EAGLE ROCK ENERGY G&P, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ ALEX A. BUCHER
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Alex A. Bucher	 	 
	 

	 	 	 	Title:
	 	President and Chief Executive
 Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	EAGLE ROCK ENERGY GP, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	EAGLE ROCK ENERGY G&P, LLC, its
 general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ ALEX A. BUCHER
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Alex A. Bucher	 	 
	 

	 	 	 	Title:
	 	President and Chief Executive
Officer	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	EAGLE ROCK HOLDINGS, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	EAGLE ROCK GP, L.L.C., its general 
partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ ALEX A. BUCHER	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Alex A. Bucher	 	 
	 

	 	 	 	Title:
	 	President and Chief Executive
 Officer	 	 






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