AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EAGLE ROCK ENERGY G&P, LLC (a Delaware Limited Liability Company)Limited Liability Company Agreement • September 12th, 2006 • Eagle Rock Energy Partners, L.P. • Crude petroleum & natural gas • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Eagle Rock Energy G&P, LLC, a Delaware limited liability company (the “Company”), executed on September ___, 2006 (the “Effective Date”), is adopted, executed and agreed to, by Eagle Rock Holdings, L.P., a Texas limited liability company (“Holdings”), as the sole Member of the Company.
Eagle Rock Energy Partners, L.P. 12,500,000 Common Units Representing Limited Partner Interests Underwriting AgreementUnderwriting Agreement • September 12th, 2006 • Eagle Rock Energy Partners, L.P. • Crude petroleum & natural gas • New York
UBS Securities LLC Lehman Brothers Inc. Goldman, Sachs & Co. as Managing Underwriters c/o UBS Securities LLC 299 Park Avenue New York, New York 10171-0026
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 • September 12th, 2006 • Eagle Rock Energy Partners, L.P. • Crude petroleum & natural gas
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.”
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • September 12th, 2006 • Eagle Rock Energy Partners, L.P. • Crude petroleum & natural gas • Texas
This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of September ___, 2006, is entered into by and among EAGLE ROCK ENERGY PARTNERS, L.P., a Delaware limited partnership (“MLP”), EAGLE ROCK ENERGY G&P, LLC, a Delaware limited liability company (“G&P”), EAGLE ROCK ENERGY GP, L.P., a Delaware limited partnership (“GP LP”), EAGLE ROCK PIPELINE, L.P., a Delaware limited partnership (“OLP”), EAGLE ROCK PIPELINE GP, LLC, a Delaware limited liability company (“OLP GP”), and EAGLE ROCK HOLDINGS, L.P., a Texas limited partnership (“Holdings”). The parties to this agreement are collectively referred to herein as the “Parties.” Capitalized terms used herein shall have the meanings assigned to such terms in Section 1.1.
AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT dated as of August 31, 2006 among EAGLE ROCK ENERGY PARTNERS, L.P., EAGLE ROCK PIPELINE, L.P., EAGLE ROCK GAS GATHERING & PROCESSING, LTD., CERTAIN SUBSIDIARIES OF EAGLE ROCK PIPELINE, L.P. and EAGLE...Credit and Guaranty Agreement • September 12th, 2006 • Eagle Rock Energy Partners, L.P. • Crude petroleum & natural gas • New York
This AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of August 31, 2006, is entered into by and among EAGLE ROCK ENERGY PARTNERS, L.P. (“MLP”), EAGLE ROCK GAS GATHERING & PROCESSING, LTD., a Texas limited partnership (“Gathering”, together with MLP, the “Borrowers”, and severally with MLP, a “Borrower”), EAGLE ROCK PIPELINE, L.P., a Texas limited partnership (“Pipeline”), CERTAIN SUBSIDIARIES OF PIPELINE AND MLP and EAGLE ROCK ENERGY G&P LLC, a Texas limited liability company, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Lead Arranger and Sole Book Runner (in such capacities, “Arranger”), and GSCP, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”) and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”), and WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent (in such capacity, “Syndication Agent”) and HSH N
