Common use of Evidence of Action by Holders Clause in Contracts

Evidence of Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Notes may take action (including the making of any demand or request, the giving of any direction, notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with procedures approved by the Trustee, (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders or (d) in the case of Notes evidenced by a Global Note, by any electronic transmission or other message, whether or not in written format, that complies with the Depositary’s applicable procedures. SIGNATURES Dated as of May 27, 2011 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/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary EAGLE ROCK ENERGY FINANCE CORP. By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary EAGLE ROCK ENERGY GP, L.P. By: Eagle Rock Energy G&P, LLC, its general partner By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary EAGLE ROCK ENERGY G&P, LLC By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary CMA PIPELINE PARTNERSHIP LLC GALVESTON BAY GATHERING LLC SUPERIOR GAS COMPRESSION, LLC EROC PRODUCTION, LLC EAGLE ROCK ENERGY ACQUISITION CO. II, INC. EAGLE ROCK ENERGY ACQUISITION CO., INC. EAGLE ROCK ENERGY G&P HOLDING, INC. EAGLE ROCK MARKETING, LLC EAGLE ROCK PIPELINE GP, LLC EAGLE ROCK UPSTREAM DEVELOPMENT COMPANY, INC. EAGLE ROCK UPSTREAM DEVELOPMENT COMPANY II, INC. ESCAMBIA ASSET CO. LLC ESCAMBIA OPERATING CO. LLC HESCO GATHERING COMPANY, LLC HESCO PIPELINE COMPANY, LLC EAGLE ROCK MID-CONTINENT HOLDING, LLC EAGLE ROCK MID-CONTINENT OPERATING, LLC EAGLE ROCK MID-CONTINENT ASSET, LLC By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary EROC GATHERING COMPANY, LP EROC MIDSTREAM ENERGY, L.P. EROC QUITMAN GATHERING CO., L.P. EAGLE ROCK DESOTO PIPELINE, L.P. EAGLE ROCK ENERGY SERVICES, L.P. EAGLE ROCK FIELD SERVICES, L.P. EAGLE ROCK GOM, L.P. EAGLE ROCK GAS GATHERING & PROCESSING, LTD. EAGLE ROCK MIDSTREAM, L.P. EAGLE ROCK OPERATING, L.P. EAGLE ROCK PIPELINE, L.P. EAGLE ROCK UPSTREAM DEVELOPMENT II, L.P. MIDSTREAM GAS SERVICES, L.P. By: Eagle Rock Pipeline GP, LLC, their general partner By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary EAGLE ROCK ACQUISITION PARTNERSHIP II, L.P. By: Eagle Rock Upstream Development Company II, Inc., its general partner By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary EAGLE ROCK ACQUISITION PARTNERSHIP, L.P. By: Eagle Rock Upstream Development Company, Inc., its general partner By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary U.S. BANK NATIONAL ASSOCIATION By: /s/ Sxxxxx X. Xxxxxxx Name: Sxxxxx X. Xxxxxxx Title: Vice President [Face of Note] CUSIP 83/8% Senior Notes due 2019 No. $ EAGLE ROCK ENERGY PARTNERS, L.P. EAGLE ROCK ENERGY FINANCE CORP. promise to pay, jointly and severally, to or registered assigns, the principal sum of DOLLARS [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] on June 1, 2019. Interest Payment Dates: June 1 and December 1 Record Dates: May 15 and November 15 Dated: , 2011 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: Name: Title: EAGLE ROCK ENERGY FINANCE CORP. By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: U.S. Bank National Association, as Trustee By: Authorized Signatory [Back of Note] 83/8% Senior Notes due 2019 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Evidence of Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Notes may take action (including the making of any demand or request, the giving of any direction, notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with procedures approved by the Trustee, (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders or (d) in the case of Notes evidenced by a Global Note, by any electronic transmission or other message, whether or not in written format, that complies with the Depositary’s applicable procedures. SIGNATURES Dated as of May 27September 18, 2011 EAGLE ROCK ENERGY PARTNERS2013. COMPANY DIAMONDBACK ENERGY, L.P. By: Eagle Rock Energy GP, L.P., its general partner By: Eagle Rock Energy G&P, LLC, its general partner By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary EAGLE ROCK ENERGY FINANCE CORPINC. By: /s/ Cxxxxxx Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Chief Executive Officer GUARANTORS DIAMONDBACK E&P LLC, By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Chief Executive Officer DIAMONDBACK O&G LLC, By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Chief Executive Officer TRUSTEE XXXXX FARGO BANK, National Association By: /s/ Xxxx Xxxxxxxxx Name: Cxxxxxx X. Xxxx Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary EAGLE ROCK ENERGY GP, L.P. By: Eagle Rock Energy G&P, LLC, its general partner By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary EAGLE ROCK ENERGY G&P, LLC By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary CMA PIPELINE PARTNERSHIP LLC GALVESTON BAY GATHERING LLC SUPERIOR GAS COMPRESSION, LLC EROC PRODUCTION, LLC EAGLE ROCK ENERGY ACQUISITION CO. II, INC. EAGLE ROCK ENERGY ACQUISITION CO., INC. EAGLE ROCK ENERGY G&P HOLDING, INC. EAGLE ROCK MARKETING, LLC EAGLE ROCK PIPELINE GP, LLC EAGLE ROCK UPSTREAM DEVELOPMENT COMPANY, INC. EAGLE ROCK UPSTREAM DEVELOPMENT COMPANY II, INC. ESCAMBIA ASSET CO. LLC ESCAMBIA OPERATING CO. LLC HESCO GATHERING COMPANY, LLC HESCO PIPELINE COMPANY, LLC EAGLE ROCK MID-CONTINENT HOLDING, LLC EAGLE ROCK MID-CONTINENT OPERATING, LLC EAGLE ROCK MID-CONTINENT ASSET, LLC By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary EROC GATHERING COMPANY, LP EROC MIDSTREAM ENERGY, L.P. EROC QUITMAN GATHERING CO., L.P. EAGLE ROCK DESOTO PIPELINE, L.P. EAGLE ROCK ENERGY SERVICES, L.P. EAGLE ROCK FIELD SERVICES, L.P. EAGLE ROCK GOM, L.P. EAGLE ROCK GAS GATHERING & PROCESSING, LTD. EAGLE ROCK MIDSTREAM, L.P. EAGLE ROCK OPERATING, L.P. EAGLE ROCK PIPELINE, L.P. EAGLE ROCK UPSTREAM DEVELOPMENT II, L.P. MIDSTREAM GAS SERVICES, L.P. By: Eagle Rock Pipeline GP, LLC, their general partner By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary EAGLE ROCK ACQUISITION PARTNERSHIP II, L.P. By: Eagle Rock Upstream Development Company II, Inc., its general partner By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary EAGLE ROCK ACQUISITION PARTNERSHIP, L.P. By: Eagle Rock Upstream Development Company, Inc., its general partner By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary U.S. BANK NATIONAL ASSOCIATION By: /s/ Sxxxxx X. Xxxxxxx Name: Sxxxxx X. Xxxxxxx Title: Vice President Exhibit A [Face of Note] CUSIP 83/8CUSIP/CINS ____________ 7.625% Senior Notes due 2019 2021 No. $ EAGLE ROCK ENERGY PARTNERS___ $____________ [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] DIAMONDBACK ENERGY, L.P. EAGLE ROCK ENERGY FINANCE CORPINC. promise promises to pay, jointly and severally, pay to or registered assigns, the principal sum of __________________________________________________________ DOLLARS [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] on June October 1, 20192021. Interest Payment Dates: June April 1 and December October 1 Record Dates: May March 15 and November September 15 Dated: _______________ DIAMONDBACK ENERGY, 2011 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: Name: Title: EAGLE ROCK ENERGY FINANCE CORPINC. By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: U.S. Bank XXXXX FARGO BANK, National Association, as Trustee By: Authorized Signatory [Back of Note] 83/8% Senior Notes due 2019 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.]

Evidence of Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Notes may take action (including the making of any demand or request, the giving of any direction, notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with procedures approved by the Trustee, (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders or (d) in the case of Notes evidenced by a Global Note, by any electronic transmission or other message, whether or not in written format, that complies with the Depositary’s applicable procedures. 108 SIGNATURES Dated as of May 27July 30, 2011 EAGLE ROCK ENERGY PARTNERS2012 QR ENERGY, L.P. LP By: Eagle Rock Energy QRE GP, L.P., its general partner By: Eagle Rock Energy G&P, LLC, its general partner By: /s/ Cxxxxxx Xxxxxx X. Xxxxxxxxx Xxxxxxx Name: Cxxxxxx Xxxxxx X. Xxxxxxxxx Xxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Financial Officer and Secretary EAGLE ROCK ENERGY QRE FINANCE CORP. CORPORATION By: /s/ Cxxxxxx Xxxxxx X. Xxxxxxxxx Xxxxxxx Name: Cxxxxxx Xxxxxx X. Xxxxxxxxx Xxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Financial Officer and Secretary EAGLE ROCK ENERGY GP, L.P. ByGUARANTOR: Eagle Rock Energy G&P, LLC, its general partner By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary EAGLE ROCK ENERGY G&PQRE OPERATING, LLC By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary CMA PIPELINE PARTNERSHIP LLC GALVESTON BAY GATHERING LLC SUPERIOR GAS COMPRESSION, LLC EROC PRODUCTION, LLC EAGLE ROCK ENERGY ACQUISITION CO. II, INC. EAGLE ROCK ENERGY ACQUISITION CO., INC. EAGLE ROCK ENERGY G&P HOLDING, INC. EAGLE ROCK MARKETING, LLC EAGLE ROCK PIPELINE GP, LLC EAGLE ROCK UPSTREAM DEVELOPMENT COMPANY, INC. EAGLE ROCK UPSTREAM DEVELOPMENT COMPANY II, INC. ESCAMBIA ASSET CO. LLC ESCAMBIA OPERATING CO. LLC HESCO GATHERING COMPANY, LLC HESCO PIPELINE COMPANY, LLC EAGLE ROCK MID-CONTINENT HOLDING, LLC EAGLE ROCK MID-CONTINENT OPERATING, LLC EAGLE ROCK MID-CONTINENT ASSET, LLC By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary EROC GATHERING COMPANY, LP EROC MIDSTREAM ENERGY, L.P. EROC QUITMAN GATHERING CO., L.P. EAGLE ROCK DESOTO PIPELINE, L.P. EAGLE ROCK ENERGY SERVICES, L.P. EAGLE ROCK FIELD SERVICES, L.P. EAGLE ROCK GOM, L.P. EAGLE ROCK GAS GATHERING & PROCESSING, LTD. EAGLE ROCK MIDSTREAM, L.P. EAGLE ROCK OPERATING, L.P. EAGLE ROCK PIPELINE, L.P. EAGLE ROCK UPSTREAM DEVELOPMENT II, L.P. MIDSTREAM GAS SERVICES, L.P. By: Eagle Rock Pipeline GP, LLC, their general partner By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary EAGLE ROCK ACQUISITION PARTNERSHIP II, L.P. By: Eagle Rock Upstream Development Company II, Inc., its general partner By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary EAGLE ROCK ACQUISITION PARTNERSHIP, L.P. By: Eagle Rock Upstream Development Company, Inc., its general partner By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary U.S. BANK NATIONAL ASSOCIATION By: /s/ Sxxxxx Xxxxxx X. Xxxxxxx Name: Sxxxxx Xxxxxx X. Xxxxxxx Title: Chief Financial Officer U.S. BANK NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx Assistant Vice President EXHIBIT A [Face of Note] CUSIP 83/8[ ] 9.25% Senior Notes due 2019 2020 No. $ EAGLE ROCK ENERGY PARTNERSQR ENERGY, L.P. EAGLE ROCK ENERGY LP QRE FINANCE CORP. CORPORATION promise to pay, jointly and severally, to or registered assigns, the principal sum of DOLLARS [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] on June August 1, 20192020. Interest Payment Dates: June February 1 and December August 1 Record Dates: May January 15 and November July 15 Dated: , 2011 EAGLE ROCK ENERGY PARTNERS2012 QR ENERGY, L.P. LP By: Eagle Rock Energy QRE GP, L.P., its general partner By: Eagle Rock Energy G&P, LLC, its general partner By: Name: Title: EAGLE ROCK ENERGY QRE FINANCE CORP. CORPORATION By: Name: Title: Certificate of Authentication: This is one of the Notes referred to in the within-mentioned Indenture: U.S. Bank National Association, as Trustee By: Authorized Signatory [Back of Note] 83/8% Senior Notes due 2019 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.]

Evidence of Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Notes may take action (including the making of any demand or request, the giving of any direction, notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with procedures approved by the Trustee, (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders or (d) in the case of Notes evidenced by a Global Note, by any electronic transmission or other message, whether or not in written format, that complies with the Depositary’s applicable procedures. [Signatures on following pages] 89 SIGNATURES Dated as of May 27October 19, 2011 EAGLE ROCK 2023. COMPANY VIPER ENERGY PARTNERS, L.P. PARTNERS LP By: Eagle Rock Viper Energy GP, L.P., its general partner By: Eagle Rock Energy G&P, Partners GP LLC, its general partner By: /s/ Cxxxxxx Xxxxxx X. Xxxxxxxxx Xxxx Name: Cxxxxxx Xxxxxx X. Xxxxxxxxx Xxxx Title: Senior Executive Vice President, General Counsel, Chief Compliance Financial Officer and Assistant Secretary EAGLE ROCK GUARANTOR VIPER ENERGY FINANCE CORP. By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary EAGLE ROCK ENERGY GP, L.P. By: Eagle Rock Energy G&P, LLC, its general partner By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary EAGLE ROCK ENERGY G&P, PARTNERS LLC By: /s/ Cxxxxxx Xxxxxx X. Xxxxxxxxx Xxxx Name: Cxxxxxx Xxxxxx X. Xxxxxxxxx Xxxx Title: Senior Executive Vice President, General Counsel, Chief Compliance Financial Officer and Assistant Secretary CMA PIPELINE PARTNERSHIP LLC GALVESTON BAY GATHERING LLC SUPERIOR GAS COMPRESSION, LLC EROC PRODUCTION, LLC EAGLE ROCK ENERGY ACQUISITION CO. II, INC. EAGLE ROCK ENERGY ACQUISITION CO., INC. EAGLE ROCK ENERGY G&P HOLDING, INC. EAGLE ROCK MARKETING, LLC EAGLE ROCK PIPELINE GP, LLC EAGLE ROCK UPSTREAM DEVELOPMENT TRUSTEE COMPUTERSHARE TRUST COMPANY, INC. EAGLE ROCK UPSTREAM DEVELOPMENT COMPANY II, INC. ESCAMBIA ASSET CO. LLC ESCAMBIA OPERATING CO. LLC HESCO GATHERING COMPANY, LLC HESCO PIPELINE COMPANY, LLC EAGLE ROCK MID-CONTINENT HOLDING, LLC EAGLE ROCK MID-CONTINENT OPERATING, LLC EAGLE ROCK MID-CONTINENT ASSET, LLC By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary EROC GATHERING COMPANY, LP EROC MIDSTREAM ENERGY, L.P. EROC QUITMAN GATHERING CO., L.P. EAGLE ROCK DESOTO PIPELINE, L.P. EAGLE ROCK ENERGY SERVICES, L.P. EAGLE ROCK FIELD SERVICES, L.P. EAGLE ROCK GOM, L.P. EAGLE ROCK GAS GATHERING & PROCESSING, LTD. EAGLE ROCK MIDSTREAM, L.P. EAGLE ROCK OPERATING, L.P. EAGLE ROCK PIPELINE, L.P. EAGLE ROCK UPSTREAM DEVELOPMENT II, L.P. MIDSTREAM GAS SERVICES, L.P. By: Eagle Rock Pipeline GP, LLC, their general partner By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary EAGLE ROCK ACQUISITION PARTNERSHIP II, L.P. By: Eagle Rock Upstream Development Company II, Inc., its general partner By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary EAGLE ROCK ACQUISITION PARTNERSHIP, L.P. By: Eagle Rock Upstream Development Company, Inc., its general partner By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary U.S. BANK NATIONAL ASSOCIATION By: /s/ Sxxxxx X. Xxxxxxx Xxxxxxx Name: Sxxxxx X. Xxxxxxx Xxxxxxx Title: Vice President Exhibit A [Face of Note] CUSIP 83/8ISIN 7.375% Senior Notes due 2019 2031 No. $ EAGLE ROCK ENERGY PARTNERS, L.P. EAGLE ROCK ENERGY FINANCE CORP. promise to pay, jointly and severally, to or registered assigns, the principal sum of DOLLARS [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] VIPER ENERGY PARTNERS LP promises to pay to or registered assigns, the principal sum of DOLLARS [or such greater or lesser amount may be indicated on June the attached Schedule of Exchanges of Interests in the Global Note] on November 1, 20192031. Interest Payment Dates: June May 1 and December November 1 Record Dates: May April 15 and November October 15 Dated: , 2011 EAGLE ROCK VIPER ENERGY PARTNERS, L.P. PARTNERS LP By: Eagle Rock Viper Energy GP, L.P., its general partner By: Eagle Rock Energy G&P, Partners GP LLC, its general partner By: Name: Title: EAGLE ROCK ENERGY FINANCE CORP. By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: U.S. Bank National AssociationCOMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory [Back of Note] 83/87.375% Senior Notes due 2019 2031 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Evidence of Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Notes may take action (including the making of any demand or request, the giving of any direction, notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with procedures approved by the Trustee, (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders or (d) in the case of Notes evidenced by a Global Note, by any electronic transmission or other message, whether or not in written format, that complies with the Depositary’s applicable procedures. SIGNATURES Dated as of May 27July 18, 2011 EAGLE ROCK ENERGY PARTNERS2014. COMPANY BONANZA CREEK ENERGY, L.P. By: Eagle Rock Energy GP, L.P., its general partner By: Eagle Rock Energy G&P, LLC, its general partner By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary EAGLE ROCK ENERGY FINANCE CORPINC. By: /s/ Cxxxxxx Xxxxxx X. Xxxxxxxxx Xxxxxxxxxx Name: Cxxxxxx Xxxxxx X. Xxxxxxxxx Xxxxxxxxxx Title: Senior Vice President, General Counsel, Interim President and Chief Compliance Executive Officer and Secretary EAGLE ROCK GUARANTORS BONANZA CREEK ENERGY GP, L.P. By: Eagle Rock Energy G&P, LLC, its general partner By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary EAGLE ROCK ENERGY G&POPERATING COMPANY, LLC By: /s/ Cxxxxxx Xxxxxx X. Xxxxxxxxx Xxxxxxxxxx Name: Cxxxxxx Xxxxxx X. Xxxxxxxxx Xxxxxxxxxx Title: Senior Vice President, General Counsel, Interim President and Chief Compliance Executive Officer and Secretary CMA PIPELINE PARTNERSHIP LLC GALVESTON BAY GATHERING LLC SUPERIOR GAS COMPRESSION, LLC EROC PRODUCTION, LLC EAGLE ROCK BONANZA CREEK ENERGY ACQUISITION CO. II, INC. EAGLE ROCK ENERGY ACQUISITION CO., INC. EAGLE ROCK ENERGY G&P HOLDING, INC. EAGLE ROCK MARKETING, LLC EAGLE ROCK PIPELINE GP, LLC EAGLE ROCK UPSTREAM DEVELOPMENT COMPANY, INC. EAGLE ROCK UPSTREAM DEVELOPMENT COMPANY II, INC. ESCAMBIA ASSET CO. LLC ESCAMBIA OPERATING CO. LLC HESCO GATHERING COMPANY, LLC HESCO PIPELINE COMPANY, LLC EAGLE ROCK MID-CONTINENT HOLDING, LLC EAGLE ROCK MID-CONTINENT OPERATING, LLC EAGLE ROCK MID-CONTINENT ASSETRESOURCES, LLC By: /s/ Cxxxxxx Xxxxxx X. Xxxxxxxxx Xxxxxxxxxx Name: Cxxxxxx Xxxxxx X. Xxxxxxxxx Xxxxxxxxxx Title: Senior Vice President, General Counsel, Interim President and Chief Compliance Executive Officer and Secretary EROC GATHERING COMPANY, LP EROC MIDSTREAM ENERGY, L.P. EROC QUITMAN GATHERING CO., L.P. EAGLE ROCK DESOTO PIPELINE, L.P. EAGLE ROCK BONANZA CREEK ENERGY SERVICES, L.P. EAGLE ROCK FIELD SERVICES, L.P. EAGLE ROCK GOM, L.P. EAGLE ROCK GAS GATHERING & PROCESSING, LTD. EAGLE ROCK MIDSTREAM, L.P. EAGLE ROCK OPERATING, L.P. EAGLE ROCK PIPELINE, L.P. EAGLE ROCK UPSTREAM DEVELOPMENT II, L.P. MIDSTREAM GAS SERVICES, L.P. By: Eagle Rock Pipeline GP, LLC, their general partner LLC By: /s/ Cxxxxxx Xxxxxx X. Xxxxxxxxx Xxxxxxxxxx Name: Cxxxxxx Xxxxxx X. Xxxxxxxxx Xxxxxxxxxx Title: Senior Vice President, General Counsel, Interim President and Chief Compliance Executive Officer and Secretary EAGLE ROCK ACQUISITION PARTNERSHIP II, L.P. By: Eagle Rock Upstream Development Company II, Inc., its general partner BONANZA CREEK ENERGY UPSTREAM LLC By: /s/ Cxxxxxx Xxxxxx X. Xxxxxxxxx Xxxxxxxxxx Name: Cxxxxxx Xxxxxx X. Xxxxxxxxx Xxxxxxxxxx Title: Senior Vice PresidentInterim President and Chief Executive Officer XXXXXX EASTERN COMPANY, General Counsel, Chief Compliance Officer and Secretary EAGLE ROCK ACQUISITION PARTNERSHIP, L.P. By: Eagle Rock Upstream Development Company, Inc., its general partner LLC By: /s/ Cxxxxxx Xxxxxx X. Xxxxxxxxx Xxxxxxxxxx Name: Cxxxxxx Xxxxxx X. Xxxxxxxxx Xxxxxxxxxx Title: Senior Vice PresidentInterim President and Chief Executive Officer TRUSTEE XXXXX FARGO BANK, General Counsel, Chief Compliance Officer and Secretary U.S. BANK NATIONAL ASSOCIATION By: /s/ Sxxxxx Xxxx X. Xxxxxxx Xxxxxxxxx Name: Sxxxxx Xxxx X. Xxxxxxx Xxxxxxxxx Title: Vice President EXHIBIT A [Face of Note] CUSIP 83/8% CUSIP/CINS 5 ¾% Senior Notes due 2019 2023 No. $ EAGLE ROCK ENERGY PARTNERS[or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] BONANZA CREEK ENERGY, L.P. EAGLE ROCK ENERGY FINANCE CORPINC. promise promises to pay, jointly and severally, pay to or registered assigns, the principal sum of DOLLARS [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] on June February 1, 20192023. Interest Payment Dates: June August 1 and December February 1 Record Dates: May July 15 and November January 15 Dated: BONANZA CREEK ENERGY, 2011 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: Name: Title: EAGLE ROCK ENERGY FINANCE CORPINC. By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: U.S. Bank National AssociationXXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory [Back of Note] 83/8% 5 ¾% Senior Notes due 2019 2023 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Evidence of Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Notes may take action (including the making of any demand or request, the giving of any direction, notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with procedures approved by the Trustee, (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders or (d) in the case of Notes evidenced by a Global Note, by any electronic transmission or other message, whether or not in written format, that complies with the Depositary’s applicable procedures. SIGNATURES Dated as of May 27April 7, 2011 EAGLE ROCK ENERGY 2014 EXTERRAN PARTNERS, L.P. By: Eagle Rock Energy GPExterran General Partner, L.P., its general partner By: Eagle Rock Energy G&P, Exterran GP LLC, its general partner By: /s/ Cxxxxxx Xxxxx X. Xxxxxxxxx Name: Cxxxxxx Xxxxxx Xxxxx X. Xxxxxxxxx Title: Xxxxxx Senior Vice President, General Counsel, President and Chief Compliance Financial Officer and Secretary EAGLE ROCK ENERGY EXLP FINANCE CORP. By: /s/ Cxxxxxx Xxxxx X. Xxxxxxxxx Name: Cxxxxxx Xxxxxx Xxxxx X. Xxxxxxxxx Title: Xxxxxx Senior Vice President, General Counsel, President and Chief Compliance Financial Officer and Secretary EAGLE ROCK ENERGY GP, L.P. EXLP OPERATING LLC By: Eagle Rock Energy G&PExterran Partners, L.P., its sole member By: Exterran General Partner, L.P., its general partner By: Exterran GP LLC, its general partner By: /s/ Cxxxxxx Xxxxx X. Xxxxxxxxx Name: Cxxxxxx Xxxxxx Xxxxx X. Xxxxxxxxx Title: Xxxxxx Senior Vice President, General Counsel, President and Chief Compliance Financial Officer and Secretary EAGLE ROCK ENERGY G&PEXLP LEASING, LLC By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice PresidentEXLP Operating LLC, General Counsel, Chief Compliance Officer and Secretary CMA PIPELINE PARTNERSHIP LLC GALVESTON BAY GATHERING LLC SUPERIOR GAS COMPRESSION, LLC EROC PRODUCTION, LLC EAGLE ROCK ENERGY ACQUISITION CO. II, INC. EAGLE ROCK ENERGY ACQUISITION CO., INC. EAGLE ROCK ENERGY G&P HOLDING, INC. EAGLE ROCK MARKETING, LLC EAGLE ROCK PIPELINE GP, LLC EAGLE ROCK UPSTREAM DEVELOPMENT COMPANY, INC. EAGLE ROCK UPSTREAM DEVELOPMENT COMPANY II, INC. ESCAMBIA ASSET CO. LLC ESCAMBIA OPERATING CO. LLC HESCO GATHERING COMPANY, LLC HESCO PIPELINE COMPANY, LLC EAGLE ROCK MID-CONTINENT HOLDING, LLC EAGLE ROCK MID-CONTINENT OPERATING, LLC EAGLE ROCK MID-CONTINENT ASSET, LLC its sole member By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice PresidentExterran Partners, General CounselL.P., Chief Compliance Officer and Secretary EROC GATHERING COMPANY, LP EROC MIDSTREAM ENERGY, L.P. EROC QUITMAN GATHERING CO., L.P. EAGLE ROCK DESOTO PIPELINE, L.P. EAGLE ROCK ENERGY SERVICES, L.P. EAGLE ROCK FIELD SERVICES, L.P. EAGLE ROCK GOM, L.P. EAGLE ROCK GAS GATHERING & PROCESSING, LTD. EAGLE ROCK MIDSTREAM, L.P. EAGLE ROCK OPERATING, L.P. EAGLE ROCK PIPELINE, L.P. EAGLE ROCK UPSTREAM DEVELOPMENT II, L.P. MIDSTREAM GAS SERVICES, L.P. its sole member By: Eagle Rock Pipeline GP, LLC, their general partner By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, Exterran General Counsel, Chief Compliance Officer and Secretary EAGLE ROCK ACQUISITION PARTNERSHIP II, L.P. By: Eagle Rock Upstream Development Company II, Inc., its general partner By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary EAGLE ROCK ACQUISITION PARTNERSHIP, L.P. By: Eagle Rock Upstream Development Company, Inc., its general partner By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary U.S. BANK NATIONAL ASSOCIATION By: /s/ Sxxxxx X. Xxxxxxx Name: Sxxxxx X. Xxxxxxx Title: Vice President [Face of Note] CUSIP 83/8% Senior Notes due 2019 No. $ EAGLE ROCK ENERGY PARTNERS, L.P. EAGLE ROCK ENERGY FINANCE CORP. promise to pay, jointly and severally, to or registered assigns, the principal sum of DOLLARS [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] on June 1, 2019. Interest Payment Dates: June 1 and December 1 Record Dates: May 15 and November 15 Dated: , 2011 EAGLE ROCK ENERGY PARTNERS, L.P. By: Eagle Rock Energy GPPartner, L.P., its general partner By: Eagle Rock Energy G&P, Exterran GP LLC, its general partner By: Name: Title: EAGLE ROCK ENERGY FINANCE CORP. /s/ Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx Senior Vice President and Chief Financial Officer XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: U.S. Bank National Association, as Trustee By: Authorized Signatory /s/ Xxxx X. Xxxxxxxxx Xxxx X. Xxxxxxxxx Vice President [Back Face of Note] 83/8% Senior Notes due 2019 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.CUSIP

Evidence of Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Notes may take action (including the making of any demand or request, the giving of any direction, notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with procedures approved by the Trustee, (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders or (d) in the case of Notes evidenced by a Global Note, by any electronic transmission or other message, whether or not in written format, that complies with the Depositary’s applicable procedures. 101 SIGNATURES Dated as of May 27December 20, 2011 EAGLE ROCK ENERGY PARTNERS2016. COMPANY DIAMONDBACK ENERGY, L.P. By: Eagle Rock Energy GP, L.P., its general partner By: Eagle Rock Energy G&P, LLC, its general partner By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary EAGLE ROCK ENERGY FINANCE CORPINC. By: /s/ Cxxxxxx Xxxxxx X. Xxxxxxxxx Xxxx Name: Cxxxxxx Xxxxxx X. Xxxxxxxxx Xxxx Title: Senior Vice President, General Counsel, Chief Compliance Financial Officer and Secretary EAGLE ROCK ENERGY GP, L.P. By: Eagle Rock Energy G&P, LLC, its general partner By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary EAGLE ROCK ENERGY G&P, GUARANTORS DIAMONDBACK E&P LLC By: /s/ Cxxxxxx Xxxxxx X. Xxxxxxxxx Xxxx Name: Cxxxxxx Xxxxxx X. Xxxxxxxxx Xxxx Title: Senior Vice President, General Counsel, Chief Compliance Financial Officer and Secretary CMA PIPELINE PARTNERSHIP LLC GALVESTON BAY GATHERING LLC SUPERIOR GAS COMPRESSION, LLC EROC PRODUCTION, LLC EAGLE ROCK ENERGY ACQUISITION CO. II, INC. EAGLE ROCK ENERGY ACQUISITION CO., INC. EAGLE ROCK ENERGY G&P HOLDING, INC. EAGLE ROCK MARKETING, LLC EAGLE ROCK PIPELINE GP, LLC EAGLE ROCK UPSTREAM DEVELOPMENT COMPANY, INC. EAGLE ROCK UPSTREAM DEVELOPMENT COMPANY II, INC. ESCAMBIA ASSET CO. LLC ESCAMBIA OPERATING CO. LLC HESCO GATHERING COMPANY, LLC HESCO PIPELINE COMPANY, LLC EAGLE ROCK MID-CONTINENT HOLDING, LLC EAGLE ROCK MID-CONTINENT OPERATING, LLC EAGLE ROCK MID-CONTINENT ASSET, DIAMONDBACK O&G LLC By: /s/ Cxxxxxx Xxxxxx X. Xxxxxxxxx Xxxx Name: Cxxxxxx Xxxxxx X. Xxxxxxxxx Xxxx Title: Senior Vice PresidentChief Financial Officer TRUSTEE XXXXX FARGO BANK, General Counsel, Chief Compliance Officer and Secretary EROC GATHERING COMPANY, LP EROC MIDSTREAM ENERGY, L.P. EROC QUITMAN GATHERING CO., L.P. EAGLE ROCK DESOTO PIPELINE, L.P. EAGLE ROCK ENERGY SERVICES, L.P. EAGLE ROCK FIELD SERVICES, L.P. EAGLE ROCK GOM, L.P. EAGLE ROCK GAS GATHERING & PROCESSING, LTD. EAGLE ROCK MIDSTREAM, L.P. EAGLE ROCK OPERATING, L.P. EAGLE ROCK PIPELINE, L.P. EAGLE ROCK UPSTREAM DEVELOPMENT II, L.P. MIDSTREAM GAS SERVICES, L.P. By: Eagle Rock Pipeline GP, LLC, their general partner National Association By: /s/ Cxxxxxx X. Xxxxxxxxx Xxxxxxx Xxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary EAGLE ROCK ACQUISITION PARTNERSHIP II, L.P. By: Eagle Rock Upstream Development Company II, Inc., its general partner By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary EAGLE ROCK ACQUISITION PARTNERSHIP, L.P. By: Eagle Rock Upstream Development Company, Inc., its general partner By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary U.S. BANK NATIONAL ASSOCIATION By: /s/ Sxxxxx X. Xxxxxxx Name: Sxxxxx X. Xxxxxxx Xxxxxxxx Title: Vice President Exhibit A [Face of Note] CUSIP 83/8____________ ISIN ____________ 5.375% Senior Notes due 2019 2025 No. $ EAGLE ROCK ENERGY PARTNERS___ $____________ [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] DIAMONDBACK ENERGY, L.P. EAGLE ROCK ENERGY FINANCE CORPINC. promise promises to pay, jointly and severally, pay to or registered assigns, the principal sum of __________________________________________________________ DOLLARS [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] on June 1May 31, 20192025. Interest Payment Dates: June 1 May 31 and December 1 November 30 Record Dates: May 15 and November 15 Dated: _______________ DIAMONDBACK ENERGY, 2011 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: Name: Title: EAGLE ROCK ENERGY FINANCE CORPINC. By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: U.S. Bank XXXXX FARGO BANK, National Association, as Trustee By: Authorized Signatory [Back of Note] 83/85.375% Senior Notes due 2019 2025 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Evidence of Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Notes may take action (including the making of any demand or request, the giving of any direction, notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with procedures approved by the Trustee, (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders or (d) in the case of Notes evidenced by a Global Note, by any electronic transmission or other message, whether or not in written format, that complies with the Depositary’s applicable procedures. 100 SIGNATURES Dated as of May 27October 28, 2011 EAGLE ROCK ENERGY PARTNERS2016. COMPANY DIAMONDBACK ENERGY, L.P. By: Eagle Rock Energy GP, L.P., its general partner By: Eagle Rock Energy G&P, LLC, its general partner By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary EAGLE ROCK ENERGY FINANCE CORPINC. By: /s/ Cxxxxxx Xxxxxx X. Xxxxxxxxx Xxxx Name: Cxxxxxx Xxxxxx X. Xxxxxxxxx Xxxx Title: Senior Vice President, General Counsel, Chief Compliance Financial Officer and Secretary EAGLE ROCK ENERGY GP, L.P. By: Eagle Rock Energy G&P, LLC, its general partner By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary EAGLE ROCK ENERGY G&P, GUARANTORS DIAMONDBACK E&P LLC By: /s/ Cxxxxxx Xxxxxx X. Xxxxxxxxx Xxxx Name: Cxxxxxx Xxxxxx X. Xxxxxxxxx Xxxx Title: Senior Vice President, General Counsel, Chief Compliance Financial Officer and Secretary CMA PIPELINE PARTNERSHIP LLC GALVESTON BAY GATHERING LLC SUPERIOR GAS COMPRESSION, LLC EROC PRODUCTION, LLC EAGLE ROCK ENERGY ACQUISITION CO. II, INC. EAGLE ROCK ENERGY ACQUISITION CO., INC. EAGLE ROCK ENERGY G&P HOLDING, INC. EAGLE ROCK MARKETING, LLC EAGLE ROCK PIPELINE GP, LLC EAGLE ROCK UPSTREAM DEVELOPMENT COMPANY, INC. EAGLE ROCK UPSTREAM DEVELOPMENT COMPANY II, INC. ESCAMBIA ASSET CO. LLC ESCAMBIA OPERATING CO. LLC HESCO GATHERING COMPANY, LLC HESCO PIPELINE COMPANY, LLC EAGLE ROCK MID-CONTINENT HOLDING, LLC EAGLE ROCK MID-CONTINENT OPERATING, LLC EAGLE ROCK MID-CONTINENT ASSET, DIAMONDBACK O&G LLC By: /s/ Cxxxxxx Xxxxxx X. Xxxxxxxxx Xxxx Name: Cxxxxxx Xxxxxx X. Xxxxxxxxx Xxxx Title: Senior Vice PresidentChief Financial Officer TRUSTEE XXXXX FARGO BANK, General Counsel, Chief Compliance Officer and Secretary EROC GATHERING COMPANY, LP EROC MIDSTREAM ENERGY, L.P. EROC QUITMAN GATHERING CO., L.P. EAGLE ROCK DESOTO PIPELINE, L.P. EAGLE ROCK ENERGY SERVICES, L.P. EAGLE ROCK FIELD SERVICES, L.P. EAGLE ROCK GOM, L.P. EAGLE ROCK GAS GATHERING & PROCESSING, LTD. EAGLE ROCK MIDSTREAM, L.P. EAGLE ROCK OPERATING, L.P. EAGLE ROCK PIPELINE, L.P. EAGLE ROCK UPSTREAM DEVELOPMENT II, L.P. MIDSTREAM GAS SERVICES, L.P. By: Eagle Rock Pipeline GP, LLC, their general partner National Association By: /s/ Cxxxxxx X. Xxxxxxxxx Xxxxxxx Xxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary EAGLE ROCK ACQUISITION PARTNERSHIP II, L.P. By: Eagle Rock Upstream Development Company II, Inc., its general partner By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary EAGLE ROCK ACQUISITION PARTNERSHIP, L.P. By: Eagle Rock Upstream Development Company, Inc., its general partner By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary U.S. BANK NATIONAL ASSOCIATION By: /s/ Sxxxxx X. Xxxxxxx Name: Sxxxxx X. Xxxxxxx Xxxxxxxx Title: Vice President Exhibit A [Face of Note] CUSIP 83/8____________ ISIN ____________ 4.750% Senior Notes due 2019 2024 No. $ EAGLE ROCK ENERGY PARTNERS___ $____________ [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] DIAMONDBACK ENERGY, L.P. EAGLE ROCK ENERGY FINANCE CORPINC. promise promises to pay, jointly and severally, pay to or registered assigns, the principal sum of __________________________________________________________ DOLLARS [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] on June November 1, 20192024. Interest Payment Dates: June May 1 and December November 1 Record Dates: May April 15 and November October 15 Dated: _______________ DIAMONDBACK ENERGY, 2011 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: Name: Title: EAGLE ROCK ENERGY FINANCE CORPINC. By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: U.S. Bank XXXXX FARGO BANK, National Association, as Trustee By: Authorized Signatory [Back of Note] 83/8% Senior Notes due 2019 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.]

Evidence of Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Notes may take action (including the making of any demand or request, the giving of any direction, notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with procedures approved by the Trustee, (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders or (d) in the case of Notes evidenced by a Global Note, by any electronic transmission or other message, whether or not in written format, that complies with the Depositary’s applicable procedures. SIGNATURES Dated as of May March 27, 2011 EAGLE ROCK ENERGY 2013 EXTERRAN PARTNERS, L.P. By: Eagle Rock Energy GPExterran General Partner, L.P., its general partner By: Eagle Rock Energy G&P, Exterran GP LLC, its general partner By: /s/ Cxxxxxx Xxxxx X. Xxxxxxxxx Name: Cxxxxxx Xxxxxx Xxxxx X. Xxxxxxxxx Title: Xxxxxx Senior Vice President, General Counsel, President and Chief Compliance Financial Officer and Secretary EAGLE ROCK ENERGY EXLP FINANCE CORP. By: /s/ Cxxxxxx Xxxxx X. Xxxxxxxxx Name: Cxxxxxx Xxxxxx Xxxxx X. Xxxxxxxxx Title: Xxxxxx Senior Vice President, General Counsel, President and Chief Compliance Financial Officer and Secretary EAGLE ROCK ENERGY GP, L.P. EXLP OPERATING LLC By: Eagle Rock Energy G&PExterran Partners, L.P., its sole member By: Exterran General Partner, L.P., its general partner By: Exterran GP LLC, its general partner By: /s/ Cxxxxxx Xxxxx X. Xxxxxxxxx Name: Cxxxxxx Xxxxxx Xxxxx X. Xxxxxxxxx Title: Xxxxxx Senior Vice President, General Counsel, President and Chief Compliance Financial Officer and Secretary EAGLE ROCK ENERGY G&PEXLP LEASING, LLC By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice PresidentEXLP Operating LLC, General Counsel, Chief Compliance Officer and Secretary CMA PIPELINE PARTNERSHIP LLC GALVESTON BAY GATHERING LLC SUPERIOR GAS COMPRESSION, LLC EROC PRODUCTION, LLC EAGLE ROCK ENERGY ACQUISITION CO. II, INC. EAGLE ROCK ENERGY ACQUISITION CO., INC. EAGLE ROCK ENERGY G&P HOLDING, INC. EAGLE ROCK MARKETING, LLC EAGLE ROCK PIPELINE GP, LLC EAGLE ROCK UPSTREAM DEVELOPMENT COMPANY, INC. EAGLE ROCK UPSTREAM DEVELOPMENT COMPANY II, INC. ESCAMBIA ASSET CO. LLC ESCAMBIA OPERATING CO. LLC HESCO GATHERING COMPANY, LLC HESCO PIPELINE COMPANY, LLC EAGLE ROCK MID-CONTINENT HOLDING, LLC EAGLE ROCK MID-CONTINENT OPERATING, LLC EAGLE ROCK MID-CONTINENT ASSET, LLC its sole member By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice PresidentExterran Partners, General CounselL.P., Chief Compliance Officer and Secretary EROC GATHERING COMPANY, LP EROC MIDSTREAM ENERGY, L.P. EROC QUITMAN GATHERING CO., L.P. EAGLE ROCK DESOTO PIPELINE, L.P. EAGLE ROCK ENERGY SERVICES, L.P. EAGLE ROCK FIELD SERVICES, L.P. EAGLE ROCK GOM, L.P. EAGLE ROCK GAS GATHERING & PROCESSING, LTD. EAGLE ROCK MIDSTREAM, L.P. EAGLE ROCK OPERATING, L.P. EAGLE ROCK PIPELINE, L.P. EAGLE ROCK UPSTREAM DEVELOPMENT II, L.P. MIDSTREAM GAS SERVICES, L.P. its sole member By: Eagle Rock Pipeline GP, LLC, their general partner By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, Exterran General Counsel, Chief Compliance Officer and Secretary EAGLE ROCK ACQUISITION PARTNERSHIP II, L.P. By: Eagle Rock Upstream Development Company II, Inc., its general partner By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary EAGLE ROCK ACQUISITION PARTNERSHIP, L.P. By: Eagle Rock Upstream Development Company, Inc., its general partner By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary U.S. BANK NATIONAL ASSOCIATION By: /s/ Sxxxxx X. Xxxxxxx Name: Sxxxxx X. Xxxxxxx Title: Vice President [Face of Note] CUSIP 83/8% Senior Notes due 2019 No. $ EAGLE ROCK ENERGY PARTNERS, L.P. EAGLE ROCK ENERGY FINANCE CORP. promise to pay, jointly and severally, to or registered assigns, the principal sum of DOLLARS [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] on June 1, 2019. Interest Payment Dates: June 1 and December 1 Record Dates: May 15 and November 15 Dated: , 2011 EAGLE ROCK ENERGY PARTNERS, L.P. By: Eagle Rock Energy GPPartner, L.P., its general partner By: Eagle Rock Energy G&P, Exterran GP LLC, its general partner By: Name: Title: EAGLE ROCK ENERGY FINANCE CORP. /s/ Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx Senior Vice President and Chief Financial Officer XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: U.S. Bank National Association, as Trustee By: Authorized Signatory /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Vice President [Back Face of Note] 83/8% Senior Notes due 2019 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.CUSIP