COMMON UNIT PURCHASE AGREEMENT BY AND AMONG EAGLE ROCK ENERGY PARTNERS, L.P. AND THE PURCHASERS NAMED HEREINCommon Unit Purchase Agreement • July 27th, 2007 • Eagle Rock Energy Partners L P • Crude petroleum & natural gas • New York
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”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG EAGLE ROCK ENERGY PARTNERS, L.P. AND THE PURCHASERS NAMED HEREINRegistration Rights Agreement • July 27th, 2007 • Eagle Rock Energy Partners L P • Crude petroleum & natural gas • New York
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”).
ASSET CONTRIBUTION AGREEMENT by and among NGP 2004 CO-INVESTMENT INCOME, L.P., NGP CO-INVESTMENT INCOME CAPITAL CORP., NGP-VII INCOME CO-INVESTMENT OPPORTUNITIES, L.P. and EAGLE ROCK ENERGY PARTNERS, L.P. Dated as of March 31, 2007Asset Contribution Agreement • July 27th, 2007 • Eagle Rock Energy Partners L P • Crude petroleum & natural gas • Texas
THIS ASSET CONTRIBUTION AGREEMENT (this “Agreement”), dated as of March 31, 2007, is entered into by and among (i) NGP 2004 CO-INVESTMENT INCOME, L.P., a Texas limited partnership (“Co-Invest Income”), (ii) NGP CO-INVESTMENT INCOME CAPITAL CORP., a Texas corporation (“Co-Invest ICC”), (iii) NGP-VII INCOME CO-INVESTMENT OPPORTUNITIES, L.P., a Delaware limited partnership (“NGPVII Co-Invest,” who along with Co-Invest Income and Co-Invest ICC are individually herein, a “Contributor” and collectively, the “Contributors”), and (iv) EAGLE ROCK ENERGY PARTNERS, L.P., a Delaware limited partnership (“Contributee”).
PARTNERSHIP INTERESTS PURCHASE AND CONTRIBUTION AGREEMENT BY AND AMONG LASER MIDSTREAM ENERGY II, LP, LASER GAS COMPANY I, LLC, LASER MIDSTREAM COMPANY, LLC LASER MIDSTREAM ENERGY, LP AND EAGLE ROCK ENERGY PARTNERS, L.P. DATED AS OF MARCH 30, 2007Partnership Interest Purchase and Contribution Agreement • July 27th, 2007 • Eagle Rock Energy Partners L P • Crude petroleum & natural gas • Texas
THIS PARTNERSHIP INTEREST PURCHASE AND CONTRIBUTION AGREEMENT (this “Agreement”), dated as of March 30, 2007, is entered into by and among (i) Laser Midstream Energy, II, LP, a Delaware limited partnership (“Laser Midstream II”); (ii) Laser Gas Company I, LLC, a Delaware limited liability company (“Laser Gas”); (iii) Laser Midstream Company, LLC, a Texas limited liability company (“Laser GP,” who along with Laser Midstream II and Laser Gas are each a “Seller” and collectively, the “Sellers”); (iv) Laser Midstream Energy, LP, a Delaware limited partnership (“Laser Midstream”); and (v) Eagle Rock Energy Partners, L.P., a Delaware limited partnership (“Buyer”).
PARTNERSHIP INTERESTS CONTRIBUTION AGREEMENT by and among MONTIERRA MINERALS & PRODUCTION, L.P. NGP MINERALS, L.L.C. and EAGLE ROCK ENERGY PARTNERS, L.P. Dated as of March 31, 2007Partnership Interest Contribution Agreement • July 27th, 2007 • Eagle Rock Energy Partners L P • Crude petroleum & natural gas • Texas
THIS PARTNERSHIP INTEREST CONTRIBUTION AGREEMENT (this “Agreement”), dated as of March 31, 2007, is entered into by and among (i) MONTIERRA MINERALS & PRODUCTION, L.P., a Texas limited partnership (“Montierra”), (ii) NGP MINERALS, LLC, a Texas limited liability company (“MONTGP” ,who along with Montierra are individually herein, a “Contributor” and collectively, the "Contributors”), and (iii) EAGLE ROCK ENERGY PARTNERS, L.P., a Delaware limited partnership (“Contributee”).
