FORM] EAGLE ROCK ENERGY PARTNERS LONG-TERM INCENTIVE PLAN RESTRICTED UNIT AGREEMENT FOR NON-EMPLOYEE DIRECTORSRestricted Unit Agreement • July 30th, 2010 • Eagle Rock Energy Partners L P • Crude petroleum & natural gas • Texas
This Restricted Unit Agreement (this “Agreement”) is made and entered into by and between EAGLE ROCK ENERGY G&P, LLC, a Delaware limited liability company (the “Company”), and [ ] (the “Director”). This Agreement is entered into as of the [ ] (the “Date of Grant”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan (as defined below), unless the context requires otherwise.
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EAGLE ROCK ENERGY PARTNERS, L.P.Amendment to Limited Partnership Agreement • July 30th, 2010 • Eagle Rock Energy Partners L P • Crude petroleum & natural gas • Delaware
THIS AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EAGLE ROCK ENERGY PARTNERS, L.P. dated as of July 27, 2010 (this “Amendment No. 1”), is entered into by and among Eagle Rock Energy GP, L.P., a Delaware limited partnership, as the General Partner and as the lawful attorney-in-fact for the Limited Partners, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EAGLE ROCK ENERGY G&P, LLC (a Delaware Limited Liability Company)Limited Liability Company Agreement • July 30th, 2010 • Eagle Rock Energy Partners L P • Crude petroleum & natural gas • Delaware
This THIRD 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 July 30, 2010 (the “Effective Date”), is adopted, executed and agreed to, by Eagle Rock Energy Partners, L.P., a Delaware limited partnership (the “MLP”) and Eagle Rock Energy G&P Holding, Inc., a Delaware corporation (“G&P Holding”), a Delaware corporation, as the only Members of the Company.
ADMINISTRATIVE SERVICES AGREEMENT BETWEEN EAGLE ROCK ENERGY PARTNERS, L.P. AND EAGLE ROCK ENERGY G&P, LLCAdministrative Services Agreement • July 30th, 2010 • Eagle Rock Energy Partners L P • Crude petroleum & natural gas
THIS ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”) is entered into on, and effective as of, July 30, 2010, and is by and between Eagle Rock Energy Partners, L.P., a Delaware limited partnership (the “MLP”), and Eagle Rock Energy G&P, LLC, a Delaware limited liability company (“G&P”), the general partner of Eagle Rock Energy GP, L.P., a Delaware limited partnership and the MLP’s general partner (the “General Partner”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
