CONTRIBUTION AND SALE AGREEMENT by and among EAGLE ROCK ENERGY PARTNERS, L.P. REDMAN ENERGY HOLDINGS II, L.P., and CERTAIN OTHER PARTIES NAMED HEREIN July 11, 2007Contribution and Sale Agreement • August 29th, 2007 • Eagle Rock Energy Partners L P • Crude petroleum & natural gas • Texas
THIS CONTRIBUTION AND SALE AGREEMENT (this “Agreement”), dated as of July 11, 2007, is made by and among the Persons listed on Annex I attached hereto (each a “Seller,” and collectively, the “Sellers”), Eagle Rock Energy Partners L.P., a Delaware limited partnership (“Buyer”), and Redman Energy Holdings II, L.P., a Texas limited partnership (the “Company”). Capitalized terms used and not otherwise defined herein have the meanings set forth in the Definitions Section below.
COMMON UNIT PURCHASE AGREEMENT BY AND AMONG EAGLE ROCK ENERGY PARTNERS, L.P. AND THE PURCHASERS NAMED HEREINCommon Unit Purchase Agreement • August 29th, 2007 • Eagle Rock Energy Partners L P • Crude petroleum & natural gas • New York
COMMON UNIT PURCHASE AGREEMENT, dated as of July 11, 2007 (this “Agreement”), by and among Eagle Rock Energy Partners, L.P., a Delaware limited partnership (“Eagle Rock”), Lehman Brothers MLP Opportunity Fund L.P. (“Lehman Brothers”), Lehman Brothers MLP Partners, L.P. (“Lehman Partners”), 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”), Perry Partners, L.P. by Perry Corp. (“Perry”), Harvest Infrastructure Partners Fund LLC (“Harvest Infrastructure”), Harvest Sharing LLC (“Harvest Sharing”), Strome MLP Fund, LP (“Strome”), RWM No. 1 Joint Venture (“RWM”), and New Lanark, L.L.C. (“New Lanark”) (each of Lehman Brothers, Lehman Partners, RCH Fund, New Mountain, New Mountain California, New Mountain Texas, New Mountain HoldCo, Perry, Harvest Infrastructure, Harvest Sharin
ASSET CONTRIBUTION AGREEMENT by and among NGP INCOME CO-INVESTMENT OPPORTUNITIES FUND II, L.P. and EAGLE ROCK ENERGY PARTNERS, L.P. Dated as of July 11, 2007Asset Contribution Agreement • August 29th, 2007 • Eagle Rock Energy Partners L P • Crude petroleum & natural gas • Texas
THIS ASSET CONTRIBUTION AGREEMENT (this “Agreement”), dated as of July 11, 2007, is entered into by and among NGP INCOME CO-INVESTMENT OPPORTUNITIES FUND II, L.P., a Delaware limited partnership (“Contributor”), and EAGLE ROCK ENERGY PARTNERS, L.P., a Delaware limited partnership (“Contributee”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG EAGLE ROCK ENERGY PARTNERS, L.P. AND THE PURCHASERS NAMED HEREINRegistration Rights Agreement • August 29th, 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 July 31, 2007 by and among Eagle Rock Energy Partners, L.P., a Delaware limited partnership (“Eagle Rock”), Lehman Brothers MLP Opportunity Fund L.P. (“Lehman Brothers”), Lehman Brothers MLP Partners, L.P. (“Lehman Partners”), 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”), Perry Partners, L.P. by Perry Corp. (“Perry”), Harvest Infrastructure Partners Fund LLC (“Harvest Infrastructure”), Harvest Sharing LLC (“Harvest Sharing”), Strome MLP Fund, LP (“Strome”), RWM No. 1 Joint Venture (“RWM”), New Lanark, L.L.C. (“New Lanark”), (each of Lehman Brothers, Lehman Partners, New Mountain, New Mountain California, New Mountain Texas, New Mountain HoldCo, Perry, Harvest Infrastructure, Harves
