REGISTRATION RIGHTS AGREEMENT by and between EAGLE ROCK PARTNERS, L.P. and NGP- VII INCOME CO-INVESTMENT OPPORTUNITIES, L.P.
Exhibit C
by and between
EAGLE ROCK PARTNERS, L.P.
and
NGP-VII INCOME CO-INVESTMENT OPPORTUNITIES, L.P.
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March 30,
2007, by and between EAGLE ROCK ENERGY PARTNERS, L.P., a Delaware limited partnership (the
“Company”), and NGP-VII INCOME CO-INVESTMENT OPPORTUNITIES, L.P., a Delaware limited partnership
(“Co-Investment”). Capitalized terms used herein without definition shall have the meanings given
to them in the Contribution Agreement, as defined below.
Section 1.1 Definitions. The terms set forth below are used herein as so defined:
“Affiliate” means, with respect to a specified Person, any other Person, 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.
“Affiliate Transfer” means any transfer of Registrable Securities (and/or the rights granted
to Co-Investment by the Company under this Agreement) from Co-Investment to an Affiliate of
Co-Investment and any successive Affiliate Transfers.
“Business Day” means any day other than a Saturday, Sunday, or a legal holiday for commercial
banks in New York, New York.
“Commission” means the United States Securities and Exchange Commission.
“Common Units” shall have the meaning set forth in the Contribution Agreement.
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“Company” has the meaning specified therefor in the introductory paragraph of this Agreement.
“Company Units” means the number of securities issued pursuant to the Contribution Agreement.
“Contribution Agreement” has the meaning specified in the recitals to this Agreement.
“Effectiveness Period” has the meaning specified in Section 2.1(a).
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder.
“Included Registrable Securities” has the meaning specified in Section 2.2(a).
“Indemnified Persons” has the meaning specified in Section 2.7(a).
“Losses” has the meaning specified in Section 2.7(a).
“Managing Underwriter” means, with respect to any Underwritten Offering, the book running lead
manager or managers of such Underwritten Offering.
“March Investors” means those investors who hold registration rights pursuant to that certain
Registration Rights Agreement dated March 27, 2006 among the Company and those investors named
therein.
“Person” means any individual, corporation, company, voluntary association, partnership, joint
venture, trust, limited liability company, unincorporated organization, government or any agency,
instrumentality or political subdivision thereof, or any other form of entity.
“Piggyback Registration” has the meaning specified in Section 2.2(a).
“PIPE Investors” means those investors who hold registration rights pursuant to that certain
Registration Rights Agreement dated May _____, 2007 among Eagle Rock Pipeline, L.P. and those
investors named therein.
“Registrable Securities” means the Common Units comprising the Company Units and any common
units or other equity securities issued in exchange therefor in connection with any merger,
consolidation or other business combination involving the Company until such time as such
securities cease to be Registrable Securities pursuant to Section 1.2.
“Registration Expenses” has the meaning specified in Section 2.6(a).
“Rule 144” means Rule 144 as promulgated under the Securities Act.
“S-3 Shelf Registration Statement” has the meaning specified in Section 2.1(d).
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“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations
of the Commission promulgated thereunder.
“Selling Expenses” has the meaning specified in Section 2.6(a).
“Shelf Registration” has the meaning specified in Section 2.1(a).
“Shelf Registration Statement” has the meaning specified in Section 2.1(a).
“Underwritten Offering” means an offering (including an offering pursuant to a Shelf
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 1.2 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 is held by the Company or one of its subsidiaries or (d) 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.
Section 2.1 Shelf Registration.
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earlier to occur of (i) the date all Registrable Securities covered by the Shelf Registration
Statement have been distributed in the manner set forth and as contemplated in the Shelf
Registration Statement and (ii) the date on which all Registrable Securities have ceased to be
Registrable Securities hereunder in accordance with Section 1.2 (the “Effectiveness
Period”). The Shelf Registration Statement when declared effective will comply as to form in all
material respects with all applicable requirements of the Securities Act and will 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.
Section 2.2 Piggyback Registration.
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prior to the filing of (x) any preliminary prospectus supplement relating to such Underwritten
Offering pursuant to Rule 424(b), (y) the prospectus supplement relating to such Underwritten
Offering pursuant to Rule 424(b) (if no preliminary prospectus supplement is used) or (z) such
registration statement as the case may be, the Company shall give notice of such proposed
Underwritten Offering to Co-Investment and such notice shall offer Co-Investment the opportunity to
include in such Underwritten Offering such number of Registrable Securities as Co-Investment may
request in writing. Subject to Section 2.2(b), the Company shall include in such
Underwritten Offering all such Registrable Securities with respect to which the Company has
received a request within five (5) Business Days after the Company’s notice has been delivered in
accordance with Section 3.1 (the “Included Registrable Securities”). If no request for
inclusion is received within the specified time, Co-Investment 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
Offering, the Company shall determine for any reason not to undertake or to delay such Underwritten
Offering, the Company may, at its election, give written notice of such determination to
Co-Investment and, (i) 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 (ii) 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. Co-Investment shall have the right to
withdraw its request for inclusion of Registrable Securities in such offering by giving written
notice to the Company of such withdrawal up to and including the time of pricing of such offering.
Section 2.3 Underwritten Offering.
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Affiliates to participate in a “road show” or similar marketing effort being conducted by such
Managing Underwriter with respect to such Underwritten Offering.
Section 2.4 Registration Procedures. In connection with its obligations contained in
Sections 2.1, 2.2 and 2.3 hereof, the Company will, as expeditiously as possible:
(a) subject to Section 2.1(b), prepare and file with the Commission such
amendments and supplements to the Shelf Registration Statement and the prospectus used in
connection therewith or reports filed with the Commission pursuant to Section 13(a), 13(c),
14 of 15(d) of the Exchange Act as may be necessary to keep the Shelf 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 Registrable Securities covered
by the Shelf Registration Statement;
(b) furnish to Co-Investment (i) as far in advance as reasonably practicable before
filing the Shelf Registration Statement or any other registration statement contemplated by
this Agreement or any supplement or amendment thereto (excluding documents filed pursuant to
the Exchange Act that are incorporated by reference into the Shelf Registration Statement,
any other registration statement contemplated by this Agreement or any supplement on
amendment thereto), upon request, copies of reasonably complete drafts of all such documents
proposed to be filed, and provide Co-Investment the opportunity to object to any information
pertaining to Co-Investment and its plan of distribution that is contained therein and make
the corrections reasonably requested by Co-Investment with respect to such information prior
to filing the Shelf Registration
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Statement or such other registration statement and the prospectus included therein or
any supplement or amendment thereto, and (ii) such number of copies of the Shelf
Registration Statement or such other registration statement and the prospectus included
therein and any supplements and amendments thereto as Co-Investment may reasonably request
in order to facilitate the public sale or other disposition of the Registrable Securities
covered by such Shelf Registration Statement or other registration statement;
(c) if applicable, use its commercially reasonable efforts to register or qualify the
Registrable Securities covered by the Shelf Registration Statement or any other registration
statement contemplated by this Agreement under the securities or blue sky laws of such
jurisdictions as Co-Investment or, in the case of an Underwritten Offering, the Managing
Underwriter, shall reasonably request, provided that the Company 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;
(d) promptly notify Co-Investment and each underwriter of (i) the filing of the Shelf
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 Shelf 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 Shelf Registration Statement or any other registration statement or any
prospectus or prospectus supplement thereto;
(e) immediately notify Co-Investment and each underwriter, 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 Shelf 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 the statements therein not misleading in the light of the circumstances then
existing, provided, however, that the Company shall not be required to specify in the
written notice to Co-Investment the nature of such event; (ii) the issuance or threat of
issuance by the Commission of any stop order suspending the effectiveness of the Shelf
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 the Company
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, the Company 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
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circumstances then existing and to take such other action as is necessary to remove
such stop order, suspension, threat thereof or proceedings related thereto;
(f) furnish to Co-Investment 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;
(g) in the case of an Underwritten Offering, furnish upon request, (i) an opinion of
counsel for the Company, dated the effective date of the applicable registration statement
or the date of any amendment or supplement thereto, and an opinion in customary form dated
the date of the closing of the Underwritten Offering, and (ii) a “cold comfort” letter or
letters, dated the date of execution of the underwriting agreement and a letter or letters
of like kind dated the date of the closing of the Underwritten Offering, in each case,
signed by the independent public accountants who have certified the financial statements
included or incorporated by reference into the applicable registration statement, and each
of the opinion and the “cold comfort” letter or letters 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) and as are customarily covered in
opinions of issuer’s counsel and in accountants’ letters delivered to the underwriters in
Underwritten Offerings of securities, such other matters as such underwriters may reasonably
request;
(h) otherwise use its commercially reasonable efforts to comply with all applicable
rules and regulations of the Commission, and make generally available to its security
holders (or otherwise provide in accordance with Section 11(a) of the Securities Act) an
earnings statement satisfying the provisions of Section 11(a) of the Securities Act in
accordance with Rule 158 thereunder (or any similar rule promulgated under the Securities
Act) or otherwise;
(i) make available to the appropriate representatives of the Managing Underwriter and
Co-Investment access to such information and personnel as is reasonable and customary to
enable such parties to establish a due diligence defense under the Securities Act; provided
that the Company need not disclose any information to any such representative unless and
until such representative has entered into a confidentiality agreement with the Company;
(j) 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 the Company are then listed;
(k) 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 the Company to enable Co-Investment to
consummate the disposition of such Registrable Securities;
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(l) 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; and
(m) enter into customary agreements and take such other actions as are reasonably
requested by Co-Investment or the underwriters, if any, in order to expedite or facilitate
the disposition of such Registrable Securities.
Co-Investment, upon receipt of notice from the Company of the happening of any event of the
kind described in subsection (e) of this Section 2.4, shall forthwith discontinue
disposition of the Registrable Securities until Co-Investment’s receipt of the copies of the
supplemented or amended prospectus contemplated by subsection (e) of this Section 2.4 or
until it is advised in writing by the Company 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 the Company, Co-Investment will, or will request the Managing
Underwriter or underwriters, if any, to deliver to the Company (at the Company’s expense) all
copies in their possession or control, other than permanent file copies then in Co-Investment’s
possession, of the prospectus and any prospectus supplement covering such Registrable Securities
current at the time of receipt of such notice.
Section 2.5 Cooperation by Co-Investment. The Company shall have no obligation to
include in the Shelf Registration Statement units of Co-Investment or in any Piggyback Registration
units of Co-Investment if Co-Investment has failed to timely furnish such information which, in the
opinion of counsel to the Company, is reasonably required in order for the registration statement
or prospectus supplement, as applicable, to comply with the Securities Act.
Section 2.6 Restrictions on Public Sale by Co-Investment.
(a) Co-Investment agrees not to effect any sale, distribution or other disposition to an
unaffiliated third party of the Registrable Securities during the 180 calendar-day period following
the date hereof. Co-Investment agrees to execute a lock-up letter to reflect the foregoing in a
form reasonably acceptable to each of Co-Investment and the Company.
(b) As long as Co-Investment, along with its Affiliates, holds at least $5.0 million of
Registrable Securities (determined by multiplying the number of Registrable Securities offered by
the average of the closing price for Common Units for the ten trading days preceding the date of
such notice), it shall not to effect any public sale or distribution of the Registrable Securities
during the 90 calendar-day period beginning on the date of a prospectus or prospectus supplement
filed with the Commission with respect to the pricing of an Underwritten Offering, provided 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 Company or the officers, directors or any
other unitholder of the Company on whom a restriction is imposed.
Section 2.7 Expenses.
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Registrable Securities in a Shelf Registration pursuant to Section 2.1, a Piggyback
Registration pursuant to Section 2.2 or an Underwritten Offering pursuant to Section
2.3, and the disposition of such securities, including, without limitation, all registration,
filing, securities exchange listing and quotation system 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 Dealers, Inc., transfer taxes and fees of transfer agents
and registrars, all word processing, duplicating and printing expenses, the fees and disbursements
of counsel and independent public accountants for the Company, including the expenses of any
special audits or “cold comfort” letters required by or incident to such performance and
compliance. Except as otherwise provided in Section 2.8 hereof, the Company shall not be
responsible for legal fees or other costs incurred by Holders in connection with the exercise of
such Holders’ rights hereunder. In addition, the Company shall not be responsible for any “Selling
Expenses,” which means all underwriting fees, discounts and selling commissions allocable to the
sale of the Registrable Securities.
Section 2.8 Indemnification.
(a) By the Company In the event of a registration of any Registrable Securities under
the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless
Co-Investment thereunder, its Affiliates and their respective 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 Co-Investment or
underwriter within the meaning of the Securities Act and the Exchange Act (collectively, the
“Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including
reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such
Indemnified 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 Shelf Registration Statement or any other registration statement
contemplated by this Agreement, any preliminary 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 the light of the circumstances under which they
were made) not misleading, and will reimburse each such Indemnified Person for any legal or other
expenses reasonably incurred by them in connection with investigating or defending any such Loss or
actions or proceedings within a reasonable time after such expenses are incurred and the
Indemnified Person notifies the Company of such expenses; provided, however, that the Company 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
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statement or omission or alleged omission so made in conformity with information furnished by
such Indemnified Person in writing specifically for use in the Shelf 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 Indemnified
Person, and shall survive the transfer of such securities by Co-Investment.
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Section 2.9 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, the Company agrees to use its commercially
reasonable efforts to:
(a) Make and keep public information regarding the Company available, as those terms
are understood and defined in Rule 144 of the Securities Act;
(b) File with the Commission in a timely manner all reports and other documents
required of the Company under the Securities Act and the Exchange Act; and
(c) So long as Co-Investment owns any Registrable Securities, furnish to Co-Investment
forthwith upon request a copy of the most recent annual or quarterly report of the Company,
and such other reports and documents so filed as Co-Investment may reasonably request in
availing itself of any rule or regulation of the Commission allowing Co-Investment to sell
any such securities without registration.
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Section 3.1 Communications. All notices and other communications provided for or
permitted hereunder shall be made in writing by facsimile, courier service or personal delivery:
(a) if to Co-Investment, at the most current address given by Co-Investment to the
Company in accordance with the provisions of this Section 3.1, which address
initially is the address set forth in the Contribution Agreement,
(b) if to a permitted transferee of Co-Investment, to such Holder at the address
furnished by such permitted transferee, and
(c) if to the Company, at 00000 Xxxxxxxxxxx Xxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx
00000, notice of which is given in accordance with the provisions of this Section 3.1.
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
sent via Internet electronic mail; and when actually received, if sent by any other means.
Section 3.2 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.
Section 3.3 Transfer or Assignment of Registration Rights. The rights granted to
Co-Investment by the Company under this Agreement may be transferred or assigned by Co-Investment
to one or more transferee(s) or assignee(s) of such Registrable Securities so long as any
transferee or assignee of such Registrable Securities is already a party to an agreement similar to
this Agreement; provided that in any case, (x) the Company 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 (y) each such transferee assumes in writing responsibility for its portion of the obligations
of Co-Investment under this Agreement (unless it is already a party to this Agreement); and
provided further, that the requirements in this Section 3.3 shall not apply to an Affiliate
Transfer. The parties agree that if such transfers occur, the Company shall not be obligated to
add such transferees to the Registration Statement until such time as the Company intends to file a
post-effective amendment to the Registration Statement.
Section 3.4 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 Common Units or other partnership interests of the Company or any successor or assign of
the Company (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, including any common
units or other equity securities that may be issued in exchange for Registrable Securities in
connection with any merger, consolidation or other business combination involving the Company, and
shall be appropriately adjusted for combinations, recapitalizations and the like occurring after
the date of this Agreement. The Company shall not merge, consolidate or
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combine with any other Person unless the agreement providing for such merger, consolidation or
combination expressly provides for the continuation of the registration rights specified in this
Agreement with respect to the Common Units or other equity securities issued pursuant to such
merger, consolidation or combination.
Section 3.5 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, including specific performance, 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 3.6 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 3.7 Headings. The headings in this Agreement are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.
Section 3.8 Governing Law. The laws of the State of New York shall govern this
Agreement without regard to principles of conflict of laws.
Section 3.9 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 the Company set forth herein.
This Agreement supersedes all prior agreements and understandings between the parties with respect
to such subject matter.
Section 3.11 Amendment. This Agreement may be amended only by means of a written
amendment signed by the Company and Co-Investment.
Section 3.12 No Presumption. In the event 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.
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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/ Xxxx X. Xxxxxx | |||||
Name: | Xxxx X. Xxxxxx | |||||
Title: | President and Chief Executive Officer |
NGP-VII INCOME CO-INVESTMENT OPPORTUNITIES, L.P.
By: | NGP Income Management, L.L.C., | |||||
its general partner | ||||||
By: | /s/ Xxxx X. Xxxxx | |||||
Name: | Xxxx X. Xxxxx | |||||
Title: | President |
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