COMMON UNIT PURCHASE AGREEMENT

Exhibit 10.14

COMMON UNIT PURCHASE AGREEMENT

EAGLE ROCK ENERGY PARTNERS, L.P.

AND

COMMON UNIT PURCHASE AGREEMENT

     COMMON UNIT PURCHASE AGREEMENT, dated as of March 30, 2007 (this “ Agreement ”), by and among Eagle Rock Energy Partners, L.P., a Delaware limited partnership (“ Eagle Rock ”), and GPS Partners LLC (“ GPS Partners ”), Lehman Brothers MLP Opportunity Fund L.P. (“ Lehman Brothers ”), 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 ”), ZLP Fund, L.P. (“ ZLP Fund ”) and Structured Finance Americas LLC (“ Structured Finance ”) (each of GPS Partners LLC, Lehman Brothers, RCH Fund, New Mountain, New Mountain California, New Mountain Texas, New Mountain HoldCo, ZLP Fund, Structured Finance, a “ Purchaser ” and, collectively, the “ Purchasers ”).

     WHEREAS, simultaneously with the execution of this Agreement, Eagle Rock is entering into definitive purchase agreements to acquire all of the issued and outstanding limited and general partnership interests of Laser Quitman Gathering Company, LP, Laser Gathering Company, LP, Laser Midstream Energy, LP, HESCO Gathering Company, LLC and HESCO Pipeline Company, LLC, as more fully described in the Laser Acquisition Agreement, upon the terms and conditions and for the consideration set forth in the Laser Acquisition Agreement (the “ Laser Acquisition ”);

     WHEREAS, Eagle Rock desires to finance the Laser Acquisition through the sale of an aggregate of $127,500,009.00 of Common Units and the Purchasers desire to purchase an aggregate of $127,500,009.00 of Common Units from Eagle Rock, each in accordance with the provisions of this Agreement;

     WHEREAS, it is a condition to the obligations of the Purchasers and Eagle Rock under this Agreement that the Laser Acquisition be consummated;

     WHEREAS, Eagle Rock has agreed to provide the Purchasers with certain registration rights with respect to the Purchased Common Units acquired pursuant to this Agreement; and

     NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Eagle Rock and each of the Purchasers, severally and not jointly, hereby agree as follows:

ARTICLE I
DEFINITIONS

     Section 1.01. Definitions . As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated:

     “ 8-K Filing ” shall have the meaning specified in Section 5.04.

     “ Action ” against a Person means any lawsuit, action, proceeding, investigation or complaint before any Governmental Authority, mediator or arbitrator.

     “ Affiliate ” means, with respect to a specified Person, any other Person, whether now in existence or hereafter created, 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.

     “ Agreement ” shall have the meaning specified in the introductory paragraph.

     “ Basic Documents ” means, collectively, this Agreement, the Registration Rights Agreement, the Laser Acquisition Agreement and any and all other agreements or instruments executed and delivered by the Parties to evidence the execution, delivery and performance of this Agreement, and any amendments, supplements, continuations or modifications thereto.

     “ Board of Directors ” means the Board of Directors of Eagle Rock Energy G&P, LLC, a Delaware limited liability company and general partner of Eagle Rock Energy GP, L.P.

     “ Business Day ” means any day other than a Saturday, a Sunday, or a legal holiday for commercial banks in Houston, Texas or New York, New York.

     “ Buy-In ” shall have the meaning specified in Section 8.08.

     “ Buy-In Price ” shall have the meaning specified in Section 8.08.

     “ Closing ” shall have the meaning specified in Section 2.02.

     “ Closing Date ” shall have the meaning specified in Section 2.02.

     “ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

     “ Commission ” means the United States Securities and Exchange Commission.

     “ Commitment Amount ” means the dollar amount set forth opposite each Purchaser’s name on Schedule 2.01 to this Agreement under the heading “Gross Proceeds to Issuer”.

     “ Common Unit Price ” shall have the meaning specified in Section 2.01(c).

     “ Common Units ” means the Common Units of Eagle Rock representing limited partner interests in Eagle Rock.

     “ Delaware LP Act ” shall have the meaning specified in Section 3.02(a).

     “ Eagle Rock ” shall have the meaning specified in the introductory paragraph.

     “ Eagle Rock Financial Statements ” shall have the meaning specified in Section 3.03.

     “ Eagle Rock Material Adverse Effect ” means any material and adverse effect on (i) the assets, liabilities, financial condition, business, operations, prospects or affairs of Eagle Rock and

its Subsidiaries, taken as a whole, measured against those assets, liabilities, financial condition, business, operations, prospects or affairs reflected in the Eagle Rock SEC Documents, (ii) the ability of Eagle Rock and its Subsidiaries, taken as a whole, to carry out their business as of the date of this Agreement or to meet their obligations under the Basic Documents on a timely basis or (iii) the ability of Eagle Rock to consummate the transactions under any Basic Document.

     “ Eagle Rock Related Parties ” shall have the meaning specified in Section 7.02.

     “ Eagle Rock SEC Documents ” shall have the meaning specified in Section 3.03.

     “ Eagle Rock Terminating Breach ” shall have the meaning specified in Section 8.12(a)(ii).

     “ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

     “ First Quarter Distribution ” shall have the meaning specified in Section 5.08.

     “ GAAP ” means generally accepted accounting principles in the United States of America in effect from time to time.

     “ Governmental Authority ” shall include the country, state, county, city and political subdivisions in which any Person or such Person’s Property is located or that exercises valid jurisdiction over any such Person or such Person’s Property, and any court, agency, department, commission, board, bureau or instrumentality of any of them and any monetary authorities that exercise valid jurisdiction over any such Person or such Person’s Property. Unless otherwise specified, all references to Governmental Authority herein shall mean a Governmental Authority having jurisdiction over, where applicable, Eagle Rock, its Subsidiaries or any of their Property or any of the Purchasers.

     “ Indemnified Party ” shall have the meaning specified in Section 7.03.

     “ Indemnifying Party ” shall have the meaning specified in Section 7.03.

     “ Laser ” means Laser Midstream Energy, a [Delaware] [limited liability company].

     “ Laser Acquisition ” shall have the meaning specified in the recitals.

     “ Laser Acquisition Agreement ” mean that certain Partnership Interests Purchase and Contribution Agreement dated as of March 30, 2007, by and among Laser, as seller, and Eagle Rock, as buyer, which is attached hereto as Exhibit E .

     “ Laser Closing Date ” means the date on which the Laser Acquisitions is consummated.

     “ Laser Material Adverse Effect ” means any material and adverse effect on the business, assets, liabilities or operations to be acquired by Eagle Rock from Laser or Montierra and their respective Subsidiaries pursuant to the Laser Acquisition Agreement or any agreement related to the Montierra assets or any material and adverse effect on the prospects related to any of the foregoing.

     “ Law ” means any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation.

     “ Lien ” means any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, and including the lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes.

     “ Limited Partnership Agreement ” shall have the meaning specified in Section 2.01(a).

     “ Lock-Up Date ” means the earlier of (i) 90 days after the Closing Date and (ii) the date that a registration statement under the Securities Act to permit resale of the Purchased Common Units is declared effective by the Commission or becomes effective in the case of any registration statement that becomes effective automatically.

     “ Long-Term Incentive Plan ” means the Eagle Rock Energy Partners, L.P. Long-Term Incentive Plan adopted by Eagle Rock’s general partner on October 25, 2006.

     “ Party ” or “ Parties ” means Eagle Rock and the Purchasers, individually or collectively, as the case may be.

     “ Patriot Act ” has the meaning specified in Section 4.11.

     “ Person ” means any individual, corporation, company, voluntary association, partnership, joint venture, trust, limited liability company, unincorporated organization or government or any agency, instrumentality or political subdivision thereof, or any other form of entity.

     “ Prohibited Investor ” has the meaning specified in Section 4.11.

     “ Property ” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

     “ Purchase Price ” means the aggregate of each Purchaser’s Commitment Amount set forth opposite the Purchaser’s name on Schedule 2.01 to this Agreement under the heading “Gross Proceeds to Issuer.”

     “ Purchased Common Units ” means the Common Units to be issued and sold to the Purchasers pursuant to this Agreement.

     “ Purchaser ” shall have the meaning specified in the introductory paragraph.

     “ Purchaser Material Adverse Effect ” means, with respect to a Purchaser, any material and adverse effect on (i) the ability of such Purchaser to meet its obligations under the Basic Documents to which it is party on a timely basis or (ii) the ability of such Purchaser to consummate the transactions under any Basic Document to which it is a party.

     “ Purchaser Related Parties ” shall have the meaning specified in Section 7.01.

     “ Purchaser Terminating Breach ” shall have the meaning specified in Section 8.12(a)(iii).

     “ Purchasers ” shall have the meaning specified in the introductory paragraph.

     “ Registration Rights Agreement ” means the Registration Rights Agreement, substantially in the form attached to this Agreement as Exhibit B , to be entered into at the Closing, among Eagle Rock and the Purchasers.

     “ Representatives ” of any Person means the officers, managers, directors, employees, Affiliates, control persons, counsel, investment bankers, agents and other representatives of such Person.

     “ Securities Act ” means the Securities Act of 1933, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

     “ Subsidiary ” means, as to any Person, any corporation or other entity of which a majority of the outstanding equity interest having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation or other entity (irrespective of whether or not at the time any equity interest of any other class or classes of such corporation or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more of its Subsidiaries.

     “ Unitholders ” means the Unitholders of Eagle Rock (within the meaning of the Limited Partnership Agreement).

     Section 1.02. Accounting Procedures and Interpretation . Unless otherwise specified in this Agreement, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters under this Agreement shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Purchasers under this Agreement shall be prepared, in accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited statements, as permitted by Form 10-Q promulgated by the Commission) and in compliance as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto.

ARTICLE II
SALE AND PURCHASE

     Section 2.01. Sale and Purchase . Contemporaneously with the consummation of the Laser Acquisition and subject to the terms and conditions of this Agreement, at the Closing, Eagle Rock hereby agrees to issue and sell to each Purchaser, and each Purchaser hereby agrees, severally and not jointly, to purchase from Eagle Rock, the number of Purchased Common Units set forth opposite its name on Schedule 2.01 hereto. Each Purchaser agrees to pay Eagle Rock the Common Unit Price for each Purchased Common Unit as set forth in Section 2.01(c). The respective obligations of each Purchaser under this Agreement are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser under this Agreement. The failure or waiver of performance under this Agreement by any Purchaser, or on its behalf, does not excuse

performance by any other Purchaser. Nothing contained herein or in any other Basic Document, and no action taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by any Basic Document. Except as otherwise provided in this Agreement or the other Basic Documents, each Purchaser shall be entitled to independently protect and enforce its rights, including the rights arising out of this Agreement or out of the other Basic Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose.

          (a) Common Units . The Purchased Common Units shall have those rights, preferences, privileges and restrictions governing the Common Units as set forth in the First Amended and Restated Agreement of Limited Partnership of Eagle Rock Energy Partners, L.P., dated as of October 27, 2006 (the “ Limited Partnership Agreement ”), as amended.

          (b) Consideration . The amount per Common Unit that each Purchaser will pay to Eagle Rock to purchase the Purchased Common Units on the Closing Date shall be $18.20 (the “ Common Unit Price ”).

     Section 2.02. Closing . The execution and delivery of the Basic Documents (other than this Agreement and the Laser Acquisition Agreement), the delivery of certificates representing the Purchased Common Units, the payment by each Purchaser of its respective Commitment Amount and execution and delivery of all other instruments, agreements and other documents required by this Agreement (the “ Closing ”) shall take place on a date (the “ Closing Date ”) concurrent with the Laser Closing Date, which shall occur after April 1, 2007 and prior to May 31, 2007, provided that Eagle Rock shall have given each Purchaser five (5) Business Days (or such shorter period as shall be agreeable to each of the Parties) prior notice of such designated Closing Date, at the offices of Thompson & Knight, L.L.P. 333 Clay Street, Suite 3300, Houston, Texas 77002.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF EAGLE ROCK

     Eagle Rock represents and warrants to the Purchasers, on and as of the date of this Agreement and on and as of the Closing Date, as follows:

     Section 3.01. Corporate Existence . Eagle Rock: (i) is a limited partnership duly organized, validly existing and in good standing under the Laws of the State of Delaware; (ii) has all requisite limited partnership power, and has all material governmental licenses, authorizations, consents and approvals, necessary to own its Properties and carry on its business as its business is now being conducted as described in the Eagle Rock SEC Documents, except where the failure to obtain such licenses, authorizations, consents and approvals would not reasonably be expected to have an Eagle Rock Material Adverse Effect; and (iii) is qualified to do business in all jurisdictions in which the nature of the business conducted by it makes such qualifications necessary, except where failure so to qualify would not reasonably be expected to have an Eagle Rock Material Adverse Effect.

     Section 3.02. Capitalization and Valid Issuance of Purchased Common Units .

          (a) As of the date of this Agreement, and prior to the issuance and sale of the Purchased Common Units, the issued and outstanding partnership interests of Eagle Rock consist of 20,691,495 Common Units, 20,691,495 Subordinated Units, 844,551 General Partner Units, and the Incentive Distribution Rights (each as defined in the Limited Partnership Agreement). All of the outstanding Common Units, Subordinated Units, General Partner Units, and the Incentive Distribution Rights have been duly authorized and validly issued in accordance with applicable Law and the Limited Partnership Agreement and are fully paid (to the extent required by applicable Law and under the Limited Partnership Agreement) and non-assessable (except as such non-assessability may be affected by Section 17-607 of the Delaware Limited Partnership Act (the “ Delaware LP Act ”).

          (b) Other than Eagle Rock’s existing Long-Term Incentive Plan, Eagle Rock has no equity compensation plans that contemplate the issuance of Common Units or any other class of equity (or securities convertible into or exchangeable for Common Units or any other class of equity). Eagle Rock has no outstanding indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which the Unitholders may vote. Except as set forth in the first sentence of this Section 3.02(b), as contemplated by this Agreement or as are contained in the Limited Partnership Agreement, there are no outstanding or authorized (i) options, warrants, preemptive rights, subscriptions, calls or other rights, convertible securities, agreements, claims or commitments of any character obligating Eagle Rock or any of its Subsidiaries to issue, transfer or sell any limited partnership interests or other equity interests in Eagle Rock or any of its Subsidiaries or securities convertible into or exchangeable for such limited partnership interests or other equity interests, (ii) obligations of Eagle Rock or any of its Subsidiaries to repurchase, redeem or otherwise acquire any limited partnership interests or other equity interests in Eagle Rock or any of its Subsidiaries or any such securities or agreements listed in clause (i) of this sentence or (iii) voting trusts or similar agreements to which Eagle Rock or any of its Subsidiaries is a party with respect to the voting of the equity interests of Eagle Rock or any of its Subsidiaries.

          (c) (i) All of the issued and outstanding equity interests of each of Eagle Rock’s Subsidiaries are owned, directly or indirectly, by Eagle Rock free and clear of any Liens (except for such restrictions as may exist under applicable Law and except for such Liens as may be imposed under Eagle Rock’s or Eagle Rock’s Subsidiaries’ credit facilities filed as exhibits to the Eagle Rock SEC Documents), and all such ownership interests have been duly authorized and validly issued and are fully paid (to the extent required by applicable Law and the organizational documents of Eagle Rock’s Subsidiaries, as applicable) and non-assessable (except as non-assessability may be affected by Section 17-607 of the Delaware LP Act or the organizational documents of Eagle Rock’s Subsidiaries, as applicable) and free of preemptive rights, with no personal liability attaching to the ownership thereof, and (ii) except as disclosed in the Eagle Rock SEC Documents, neither Eagle Rock nor any of its Subsidiaries owns any shares of capital stock or other securities of, or interest in, any other Person, or is obligated to make any capital contribution to or other investment in any other Person.

          (d) The offer and sale of the Purchased Common Units and the partnership interests represented thereby will be duly authorized by Eagle Rock pursuant to the Limited

 

Partnership Agreement prior to the Closing and, when issued and delivered to the Purchasers against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by applicable Law and the Limited Partnership Agreement) and non-assessable (except as such non-assessability may be affected by Section 17-607 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer, other than restrictions on transfer under the Limited Partnership Agreement, the Registration Rights Agreement and applicable state and federal securities Laws and other than such Liens as are created by the Purchasers.

          (e) The Purchased Common Units will be issued in compliance with all applicable rules of the Nasdaq Global Market. Eagle Rock has submitted to the Nasdaq Global Market a Notification Form: Listing of Additional Common Units with respect to the Purchased Common Units. Eagle Rock’s currently outstanding Common Units are quoted on the Nasdaq Global Market and Eagle Rock has not received any notice of delisting.

          (f) The Purchased Common Units shall have those rights, preferences, privileges and restrictions governing the Common Units as set forth in the Limited Partnership Agreement. A true and correct copy of the Limited Partnership Agreement, as amended through the date hereof, has been filed by Eagle Rock with the Commission on October 31, 2006 as Exhibit 3.1 to Eagle Rock’s Current Report on Form 8-K.

     Section 3.03. Eagle Rock SEC Documents . Eagle Rock has timely filed with the Commission all forms, registration statements, reports, schedules and statements required to be filed by it under the Exchange Act or the Securities Act (all such documents filed on or prior to the date of this Agreement, collectively, the “ Eagle Rock SEC Documents ”). The Eagle Rock SEC Documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (the “ Eagle Rock Financial Statements ”), at the time filed (in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed Eagle Rock SEC Document filed prior to the date of this Agreement) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto. The Eagle Rock Financial Statements were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) and fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position and status of the business of Eagle Rock as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. Deloitte & Touche LLP is an independent registered public accounting firm with respect to Eagle Rock and has not resigned or been dismissed as independent registered public accountants of Eagle Rock as a result of or in connection with any disagreement with Eagle Rock on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

     Section 3.04. No Material Adverse Change . Except as set forth in or contemplated by the Eagle Rock SEC Documents, and except for the proposed Laser Acquisition, which has been disclosed to, and discussed with, each of the Purchasers, since December 31, 2005, Eagle Rock and its Subsidiaries have conducted their business in the ordinary course, consistent with past practice, and there has been no (i) change that has had or would reasonably be expected to have an Eagle Rock Material Adverse Effect, (ii) acquisition or disposition of any material asset by Eagle Rock or any of its Subsidiaries or any contract or arrangement therefor, otherwise than for fair value in the ordinary course of business, (iii) material change in Eagle Rock’s accounting principles, practices or methods or (iv) incurrence of material indebtedness (other than the incurrence of such indebtedness as is contemplated in connection with the Laser Acquisition).

     Section 3.05. Litigation . Except as set forth in the Eagle Rock SEC Documents, there is no Action pending or, to the knowledge of Eagle Rock, threatened against Eagle Rock or any of its Subsidiaries or any of their respective officers, directors or Properties, which (individually or in the aggregate) reasonably would be expected to have an Eagle Rock Material Adverse Effect or which challenges the validity of this Agreement.

     Section 3.06. No Breach . The execution, delivery and performance by Eagle Rock of the Basic Documents to which it is a party and all other agreements and instruments in connection with the transactions contemplated by the Basic Documents, and compliance by Eagle Rock with the terms and provisions hereof and thereof, do not and will not (a) violate any provision of any Law, governmental permit, determination or award having applicability to Eagle Rock or any of its Subsidiaries or any of their respective Properties, (b) conflict with or result in a violation of any provision of the Certificate of Formation of Eagle Rock or the Limited Partnership Agreement or any organizational documents of any of Eagle Rock’s Subsidiaries, (c) require any consent, approval or notice under or result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under (i) any note, bond, mortgage, license, or loan or credit agreement to which Eagle Rock or any of its Subsidiaries is a party or by which Eagle Rock or any of its Subsidiaries or any of their respective Properties may be bound or (ii) any other agreement, instrument or obligation, or (d) result in or require the creation or imposition of any Lien upon or with respect to any of the Properties now owned or hereafter acquired by Eagle Rock or any of its Subsidiaries, except in the cases of clauses (a), (c) and (d) where such violation, default, breach, termination, cancellation, failure to receive consent or approval, or acceleration with respect to the foregoing provisions of this Section 3.06 would not, individually or in the aggregate, reasonably be expected to have an Eagle Rock Material Adverse Effect.

     Section 3.07. Authority . Eagle Rock has all necessary limited partnership power and authority to execute, deliver and perform its obligations under the Basic Documents to which it is a party and to consummate the transactions contemplated thereby; the execution, delivery and performance by Eagle Rock of each of the Basic Documents to which it is a party, and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary action on its part; and the Basic Documents constitute the legal, valid and binding obligations of Eagle Rock, enforceable in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer and similar Laws affecting creditors’ rights generally or by general principles of equity. No approval by the

Unitholders is required as a result of Eagle Rock’s issuance and sale of the Purchased Common Units.

     Section 3.08. Approvals . Except as contemplated by this Agreement or as required by the Commission in connection with Eagle Rock’s obligations under the Registration Rights Agreement, no authorization, consent, approval, waiver, license, qualification or written exemption from, nor any filing, declaration, qualification or registration with, any Governmental Authority or any other Person is required in connection with the execution, delivery or performance by Eagle Rock of any of the Basic Documents to which it is a party, except where the failure to receive such authorization, consent, approval, waiver, license, qualification or written exemption or to make such filing, declaration, qualification or registration would not, individually or in the aggregate, reasonably be expected to have an Eagle Rock Material Adverse Effect.

     Section 3.09. MLP Status . Eagle Rock met for the taxable year ended December 31, 2006 the gross income requirements of Section 7704(c)(2) of the Code, and accordingly Eagle Rock is not, and does not reasonably expect to be, taxed as a corporation for U.S. federal income tax purposes or for applicable tax purposes. Eagle Rock indicated in the Form K-1 for the year ended December 31, 2006, that its Unitholders may be subject to state income taxes in [Louisiana and Oklahoma].

     Section 3.10. Investment Company Status . Eagle Rock is not now, or after giving effect to the sale of the Purchased Common Units and the application of the proceeds in the manner described in this Agreement, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

     Section 3.11. Offering . Assuming the accuracy of the representations and warranties of the Purchasers contained in this Agreement, the sale and issuance of the Purchased Common Units pursuant to this Agreement are exempt from the registration requirements of the Securities Act, and neither Eagle Rock nor any authorized Representative acting on its behalf has taken or will take any action hereafter that would cause the loss of such exemption.

     Section 3.12. Certain Fees . No fees or commissions will be payable by Eagle Rock to brokers, finders or investment bankers with respect to the sale of any of the Purchased Common Units or the consummation of the transactions contemplated by this Agreement. The Purchasers shall not be liable for any such fees or commissions. Eagle Rock agrees that it will indemnify and hold harmless each of the Purchasers from and against any and all claims, demands or liabilities for broker’s, finder’s, placement or other similar fees or commissions incurred by Eagle Rock or alleged to have been incurred by Eagle Rock in connection with the sale of the Purchased Common Units or the consummation of the transactions contemplated by this Agreement.

     Section 3.13. No Side Agreements . There are no other agreements by, among or between Eagle Rock or its Affiliates, on the one hand, and any of the Purchasers or their Affiliates, on the other hand, with respect to the transactions contemplated hereby (except for the confidentiality agreements entered into by and between each of the Purchasers and Eagle Rock)

nor promises or inducements for future transactions between or among any of such parties or rights granted to one or more of the Purchasers not granted to the other Purchasers.

     Section 3.14. Internal Accounting Controls . Except as disclosed in the Eagle Rock SEC Documents, Eagle Rock and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

     Section 3.15. Preemptive Rights or Registration Rights . Except (i) as set forth in the Limited Partnership Agreement, (ii) as set forth in the other organizational documents of Eagle Rock and its Subsidiaries, (iii) as provided in the Basic Documents or (iv) for existing awards under Eagle Rock’s Long-Term Incentive Plan, there are no preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any capital stock or limited partnership or other equity interests of Eagle Rock or any of its Subsidiaries, in each case, pursuant to any other agreement or instrument to which any of such Persons is a party or by which any one of them may be bound. Neither the execution of this Agreement, nor the issuance of the Purchased Common Units as contemplated by this Agreement gives rise to any rights for or relating to the registration of any securities of Eagle Rock, other than pursuant to the Registration Rights Agreement.

     Section 3.16. Insurance . Eagle Rock and its Subsidiaries are insured against such losses and risks and in such amounts as Eagle Rock believes in its sole discretion to be prudent for its businesses. Eagle Rock does not have any reason to believe that it or any Subsidiary will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business.

     Section 3.17. Acknowledgment Regarding Purchase of Purchased Common Units . Eagle Rock acknowledges and agrees that (i) each of the Purchasers is participating in the transactions contemplated by this Agreement and the other Basic Documents at Eagle Rock’s request and Eagle Rock has concluded that such participation is in Eagle Rock’s best interest and is consistent with Eagle Rock’s objectives and (ii) each of the Purchasers is acting solely in the capacity of an arm’s length purchaser. Eagle Rock further acknowledges that no Purchaser is acting or has acted as an advisor, agent or fiduciary of Eagle Rock (or in any similar capacity) with respect to this Agreement or the other Basic Documents and any advice given by any Purchaser or any of its respective Representatives in connection with this Agreement or the other Basic Documents is merely incidental to the Purchasers’ purchase of Purchased Common Units. Eagle Rock further represents to each Purchaser that Eagle Rock’s decision to enter into this Agreement has been based solely on the independent evaluation of the transactions contemplated hereby by Eagle Rock and its Representatives and the representations and warranties made to Eagle Rock by the Purchasers in this Agreement.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER

     Each Purchaser, severally and not jointly, represents and warrants to Eagle Rock with respect to itself, on and as of the date of this Agreement and on and as of the Closing Date, as follows:

     Section 4.01. Valid Existence and Authority .

          (a) Such Purchaser (i) is duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite power, and has all material governmental licenses, authorizations, consents and approvals, necessary to own its Properties and carry on its business as its business is now being conducted, except where the failure to obtain such licenses, authorizations, consents and approvals would not have and would not reasonably be expected to have a Purchaser Material Adverse Effect.

          (b) Such Purchaser has all necessary power and authority to execute, deliver and perform its obligations under the Basic Documents to which it is a party and to consummate the transactions contemplated thereby; the execution, delivery and performance by such Purchaser of each of the Basic Documents to which it is a party, and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary action on its part; and the Basic Documents to which it is a party constitute the legal, valid and binding obligations of such Purchaser, enforceable in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer and similar Laws affecting creditors’ rights generally or by general principles of equity.

     Section 4.02. No Breach . The execution, delivery and performance by such Purchaser of the Basic Documents to which it is a party and all other agreements and instruments in connection with the transactions contemplated by the Basic Documents to which it is a party, and compliance by such Purchaser with the terms and provisions hereof and thereof and the purchase of the Purchased Common Units by such Purchaser do not and will not (a) violate any provision of any Law, governmental permit, determination or award having applicability to such Purchaser or any of its Properties, (b) conflict with or result in a violation of any provision of the organizational documents of such Purchaser or (c) require any consent (other than standard internal consents), approval or notice under or result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under (i) any note, bond, mortgage, license, or loan or credit agreement to which such Purchaser is a party or by which such Purchaser or any of its Properties may be bound or (ii) any other such agreement, instrument or obligation, except in the case of clauses (a) and (c) where such violation, default, breach, termination, cancellation, failure to receive consent or approval, or acceleration with respect to the foregoing provisions of this Section 4.02 would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect.

     Section 4.03. Investment . The Purchased Common Units are being acquired for such Purchaser’s own account, or the accounts of clients for whom such Purchaser exercises discretionary investment authority (all of whom such Purchaser represents and warrants are

“accredited investors” within the meaning of Rule 501 of Regulation D promulgated by the Commission pursuant to the Securities Act), not as a nominee or agent, and with no present intention of distributing the Purchased Common Units or any part thereof, and such Purchaser has no present intention of selling or granting any participation in or otherwise distributing the same in any transaction in violation of the securities Laws of the United States of America or any state, without prejudice, however, to such Purchaser’s right at all times to sell or otherwise dispose of all or any part of the Purchased Common Units under a registration statement under the Securities Act and applicable state securities Laws or under an exemption from such registration available thereunder (including, if available, Rule 144 promulgated thereunder). If such Purchaser should in the future decide to dispose of any of the Purchased Common Units, such Purchaser understands and agrees (a) that it may do so only (i) in compliance with the Securities Act and applicable state securities Law, as then in effect, or pursuant to an exemption therefrom or (ii) in the manner contemplated by any registration statement pursuant to which such securities are being offered, and (b) that stop-transfer instructions to that effect will be in effect with respect to such securities. Notwithstanding the foregoing, each Purchaser may at any time enter into one or more total return swaps with respect to such Purchaser’s Purchased Common Units with a third party, provided that such transactions are exempt from registration under the Securities Act.

     Section 4.04. Nature of Purchaser . Such Purchaser (a) is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated by the Commission pursuant to the Securities Act and (b) has, by reason of its business and financial experience, such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Purchased Common Units, is able to bear the economic risk of such investment and, at the present time, would be able to afford a complete loss of such investment.

     Section 4.05. Receipt of Information; Authorization . Such Purchaser acknowledges that it has (a) had access to the Eagle Rock SEC Documents, (b) had access to information regarding the Laser Acquisition and its potential effect on Eagle Rock’s operations and financial results and (c) been provided a reasonable opportunity to ask questions of and receive answers from Representatives of Eagle Rock regarding such matters.

     Section 4.06. Restricted Securities . Such Purchaser understands that the Purchased Common Units it is purchasing are characterized as “restricted securities” under the federal securities Laws inasmuch as they are being acquired from Eagle Rock in a transaction not involving a public offering and that under such Laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, such Purchaser represents that it is knowledgeable with respect to Rule 144 of the Commission promulgated under the Securities Act.

     Section 4.07. Certain Fees . No fees or commissions will be payable by such Purchaser to brokers, finders or investment bankers with respect to the sale of any of the Purchased Common Units or the consummation of the transactions contemplated by this Agreement. Eagle Rock will not be liable for any such fees or commissions. Such Purchaser agrees, severally and not jointly with the other Purchasers, that it will indemnify and hold harmless Eagle Rock from and against any and all claims, demands or liabilities for broker’s, finder’s, placement or other

similar fees or commissions incurred by such Purchaser or alleged to have been incurred by such Purchaser in connection with the purchase of Purchased Common Units or the consummation of the transactions contemplated by this Agreement.

     Section 4.08. Legend . It is understood that the certificates evidencing the Purchased Common Units initially will bear the following legend: “These securities have not been registered under the Securities Act of 1933, as amended. These securities may not be sold, offered for sale, pledged or hypothecated in the absence of a registration statement in effect with respect to the securities under such Act or pursuant to an exemption from registration thereunder and, in the case of a transaction exempt from registration, unless sold pursuant to Rule 144 under such Act or the issuer has received documentation reasonably satisfactory to it that such transaction does not require registration under such Act.”

     Section 4.09. No Side Agreements . There are no other agreements by, among or between Eagle Rock or its Affiliates, on the one hand, and such Purchaser or its Affiliates, on the other hand, with respect to the transactions contemplated hereby (except for the confidentiality agreements entered into by and between each of the Purchasers and Eagle Rock) nor promises or inducements for future transactions between or among any of such parties or rights granted to one or more of the Purchasers not granted to the other Purchasers. Notwithstanding the foregoing, with respect to Lehman Brothers Inc., the representation made in this Section 4.09 is made only by Lehman Brothers MLP Partners, L.P., as currently configured, and does not apply to Lehman Brothers Inc. or any of its Affiliates, other than Lehman Brothers MLP Partners, L.P., as currently configured.

     Section 4.10. No Investment Advice . The Purchaser acknowledges that neither Eagle Rock nor any of its Affiliates has rendered or will render any investment advice to the Purchaser, and that the Purchaser is neither subscribing for nor acquiring any interest in Eagle Rock in reliance upon, or with the expectation of, any such advice.

     Section 4.11. Certain Illegal Activities . Purchaser represents that neither it nor, to its knowledge, any Person or entity controlling, controlled by or under common control with Purchaser nor any Person or entity having a beneficial interest in Purchaser nor any Person or entity on whose behalf Purchaser is acting (a) is a Person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), (b) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC), (c) is a non-U.S. shell bank or is providing banking services indirectly to a non-U.S. shell bank, (d) is a senior non-U.S. political figure or an immediate family member or close associate of such figure, or (e) is otherwise prohibited from investing in Eagle Rock pursuant to applicable U.S. anti-money laundering, antiterrorist and asset control laws, regulations, rules or orders (categories (a) through (e) collectively, a “ Prohibited Investor ”). Each Purchaser agrees to provide Eagle Rock, promptly upon request, all information that Eagle Rock reasonably deems necessary or appropriate to comply with applicable U.S. anti-money laundering, antiterrorist and asset control laws, regulations, rules and orders. Purchaser consents to the disclosure to U.S. regulators and law enforcement authorities by Eagle Rock and its Affiliates and agents of such information about Purchaser as Eagle Rock reasonably deems necessary or appropriate to comply with

applicable U.S. anti-money laundering, antiterrorist and asset control laws, regulations, rules and orders. If Purchaser is a financial institution that is subject to the PATRIOT Act, Public Law No. 107-56 (Oct. 26, 2001) (the “ Patriot Act ”). Purchaser represents that Purchaser has met all of its respective obligations under the Patriot Act. Purchaser acknowledges that if, following the investment in the Partnership by Purchaser, Eagle Rock reasonably believes that Purchaser is a Prohibited Investor or is otherwise engaged in suspicious activity or refuses to provide promptly information that Eagle Rock requests, Eagle Rock has the right or may be obligated to prohibit additional investments, segregate the assets constituting the investment in accordance with applicable regulations or immediately require the Purchaser to transfer the Purchased Common Units. Purchaser further acknowledges that Purchaser will not have any claim against Eagle Rock or any of its affiliates or agents for any form of damages as a result of any of the foregoing actions.

ARTICLE V
COVENANTS

     Section 5.01. Subsequent Offerings . Without the written consent of the holders of a majority of the Purchased Common Units, taken as a whole, from the date of this Agreement until the Lock-Up Date, Eagle Rock shall not, and shall cause its directors, officers and Affiliates not to, grant, issue or sell any Common Units or other equity or voting securities of Eagle Rock, any securities convertible into or exchangeable therefor or take any other action that may result in the issuance of any of the foregoing, other than (i) the issuance of the Purchased Common Units, and (ii) the issuance of Awards (as defined in Eagle Rock’s Long-Term Incentive Plan) or the issuance of Common Units upon the exercise of options to purchase common Units granted pursuant to Eagle Rock’s existing Long-Term Incentive Plan. Notwithstanding the foregoing, Eagle Rock shall not, and shall cause its directors, officers and Affiliates not to, sell, offer for sale or solicit offers to buy any security (as defined in the Securities Act) that would be integrated with the sale of the Purchased Common Units in a manner that would require the registration under the Securities Act of the sale of the Purchased Common Units to the Purchasers.

     Section 5.02. Purchaser Lock-Up . Without the prior written consent of Eagle Rock, each Purchaser agrees that from and after the Closing it will not sell any of its Purchased Common Units prior to the Lock-Up Date; provided, however , that each Purchaser may: (i) enter into one or more total return swaps or similar transactions at any time with respect to the Purchased Common Units purchased by such Purchaser; or (ii) transfer its Purchased Common Units to an Affiliate of such Purchaser or to any other Purchaser or an Affiliate of such other Purchaser provided that such Affiliate agrees to the restrictions in this Section 5.02.

     Section 5.03. Action . Each of the Parties hereto shall use its commercially reasonable efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable Law and regulations to consummate and make effective the transactions contemplated by this Agreement. Without limiting the foregoing, Eagle Rock and each Purchaser will, and Eagle Rock shall cause each of its Subsidiaries to, use its commercially reasonable efforts to make all filings and obtain all consents of Governmental Authorities that may be necessary or, in the reasonable opinion of the Purchasers or Eagle Rock,

as the case may be, advisable for the consummation of the transactions contemplated by this Agreement and the other Basic Documents.

     Section 5.04. Non-Disclosure; Interim Public Filings . Eagle Rock shall, on or before 8:30 a.m., New York time, on the first Business Day following execution of this Agreement, issue a press release acceptable to the Purchasers disclosing all material terms of the transactions contemplated hereby. Before 8:30 a.m., New York Time, on the first Business Day following the Closing Date, Eagle Rock shall file a Current Report on Form 8-K with the Commission (the “ 8-K Filing ”) describing the terms of the transactions contemplated by this Agreement and the other Basic Documents and including as exhibits to such Current Report on Form 8-K this Agreement and the other Basic Documents, in the form required by the Exchange Act. Thereafter, Eagle Rock shall timely file any filings and notices required by the Commission or applicable Law with respect to the transactions contemplated hereby and provide or otherwise make available (which may include providing copies on Eagle Rock’s or the Commission’s website) copies thereof to the Purchasers promptly after filing. Except with respect to the 8-K Filing and the press release referenced above (a copy of which will be provided to the Purchasers for their review as early as practicable prior to its filing), Eagle Rock shall, at least two Business Days prior to the filing or dissemination of any disclosure required by this Section 5.04, provide a copy thereof to the Purchasers for their review. Eagle Rock and the Purchasers shall consult with each other in issuing any press releases or otherwise making public statements or filings and other communications with the Commission or any regulatory agency or the Nasdaq Global Market (or other exchange on which securities of Eagle Rock are listed or traded) with respect to the transactions contemplated hereby, and no Party shall issue any such press release or otherwise make any such public statement, filing or other communication without the prior consent of the other Parties, except if such disclosure is required by Law, in which case the disclosing Party shall promptly provide the other Parties with prior notice of such public statement, filing or other communication. Notwithstanding the foregoing, Eagle Rock shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any press release, without the prior written consent of such Purchaser except to the extent the names of the Purchasers are included in this Agreement as filed as an exhibit to the 8-K Filing and the press release referred to in the first sentence above. Eagle Rock shall not, and shall cause each of its respective Representatives not to, provide any Purchaser with any material non-public information regarding Eagle Rock from and after the issuance of the above-referenced press release without the express written consent of such Purchaser.

     Section 5.05. Use of Proceeds . Eagle Rock shall use the collective proceeds from the sale of the Purchased Common Units to finance the Laser Acquisition and for general partnership purposes of Eagle Rock.

     Section 5.06. Tax Information . Eagle Rock shall cooperate with the Purchasers and provide the Purchasers with any reasonably requested tax information related to their ownership of the Purchased Common Units.

     Section 5.07. First Quarter Distribution . If the Closing is after the record date of the distribution to Unitholders with respect to the quarter ended March 31, 2007 (the “ First Quarter Distribution ”), then Eagle Rock and its Board of Directors shall, on the later of its normal payment date (on or about May 15, 2007) and the Closing, take all action necessary to provide

that each Purchaser receives a cash payment equal to the same as would otherwise be payable in respect of each Purchased Common Unit if the holders thereof were record holders on the record date for the First Quarter Distribution.

ARTICLE VI
CLOSING CONDITIONS

     Section 6.01. Conditions to the Closing .

          (a) Mutual Conditions . The respective obligation of each Party to consummate the purchase and issuance and sale of the Purchased Common Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):

     (i) no Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated by this Agreement or makes the transactions contemplated by this Agreement illegal;

     (ii) there shall not be pending any Action by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; and

     (iii) Eagle Rock shall have consummated the Laser Acquisition substantially on the terms set forth in the Laser Acquisition Agreement executed on the date hereof (without giving effect to the waiver of any material conditions by Eagle Rock thereunder).

          (b) Each Purchaser’s Conditions . The respective obligation of each Purchaser to consummate the purchase of its Purchased Common Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, which conditions may be waived by a particular Purchaser on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law:

     (i) Eagle Rock shall have performed and complied with the covenants and agreements contained in this Agreement in all material respects that are required to be performed and complied with by Eagle Rock on or prior to the Closing Date;

     (ii) the representations and warranties of Eagle Rock contained in this Agreement that are qualified by materiality or Eagle Rock Material Adverse Effect shall be true and correct when made and as of the Closing Date and all other representations and warranties of Eagle Rock contained in this Agreement shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations or warranties made as of a specific date shall be required to be true and correct as of such date only);

     (iii) since the date of this Agreement, no Eagle Rock Material Adverse Effect shall have occurred and be continuing;

     (iv) since the date of this Agreement, no Laser Material Adverse Effect shall have occurred and be continuing;

     (v) Eagle Rock has submitted to the Nasdaq Global Market a Notification Form: Listing of Additional Common Units with respect to the Purchased Common Units, and no notice of delisting from the Nasdaq Global Market shall have been received by Eagle Rock with respect to the Common Units;

     (vi) Eagle Rock shall have delivered, or caused to be delivered, to the Purchasers at the Closing, Eagle Rock’s closing deliveries described in Section 6.02 of this Agreement; and

     (vii) Eagle Rock shall have closed its acquisition of Montierra Minerals and Production pursuant to that certain Purchase and Sale Agreement dated as of March 30, 2007, between Montierra, as seller, and Eagle Rock, as buyer.

          (c) Eagle Rock’s Conditions . The obligation of Eagle Rock to consummate the sale of the Purchased Common Units to each Purchaser (individually and not the Purchasers jointly) shall be subject to the satisfaction on or prior to the Closing Date of the following conditions with respect to each Purchaser (individually and not the Purchasers jointly), which conditions may be waived by Eagle Rock in writing with respect to any Purchaser, in whole or in part, to the extent permitted by applicable Law:

     (i) each Purchaser shall have performed and complied with the covenants and agreements contained in this Agreement in all material respects that are required to be performed and complied with by that Purchaser on or prior to the Closing Date;

     (ii) the representations and warranties of each Purchaser contained in this Agreement that are qualified by materiality or Purchaser Material Adverse Effect shall be true and correct when made and as of the Closing Date and all other representations and warranties of such Purchaser contained in this Agreement shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations or warranties made as of a specific date shall be required to be true and correct as of such date only);

     (iii) since the date of this Agreement, no Purchaser Material Adverse Effect shall have occurred and be continuing; and

     (iv) each Purchaser shall have delivered, or caused to be delivered, to Eagle Rock at the Closing, such Purchaser’s closing deliveries described in Section 6.03 of this Agreement.

     Section 6.02. Eagle Rock Deliveries . At the Closing, subject to the terms and conditions of this Agreement, Eagle Rock will deliver, or cause to be delivered, to each Purchaser:

          (a) the Purchased Common Units by delivering certificates (bearing the legend set forth in Section 4.08) evidencing such Purchased Common Units at the Closing, all free and clear of any Liens, encumbrances or interests of any other party;

          (b) the Officer’s Certificate substantially in the form attached to this Agreement as Exhibit C ;

          (c) opinions addressed to the Purchasers from outside legal counsel to Eagle Rock and from the General Counsel of Eagle Rock, each dated the Closing Date, substantially similar in substance to the form of opinions attached to this Agreement as Exhibit A ;

          (d) the Registration Rights Agreement in substantially the form attached to this Agreement as Exhibit B , which shall have been duly executed by Eagle Rock;

          (e) a certificate of the Secretary of Eagle Rock dated as of the Closing Date, as to certain matters;

          (f) a certificate dated as of a recent date of the Secretary of State of the State of Delaware with respect to the due organization and good standing in the State of Delaware of Eagle Rock; and

          (g) a receipt, dated the Closing Date, executed by Eagle Rock and delivered to each Purchaser certifying that Eagle Rock has received the Purchase Price with respect to the Purchased Common Units issued and sold to any Purchaser that has purchased Common Units pursuant to this Agreement.

     Section 6.03. Purchaser Deliveries . At the Closing, subject to the terms and conditions of this Agreement, each Purchaser will deliver, or cause to be delivered, to Eagle Rock:

          (a) payment to Eagle Rock of such Purchaser’s Commitment Amount by wire transfer(s) of immediately available funds to an account designated by Eagle Rock in writing at least two (2) Business Days (or such shorter period as shall be agreeable to all Parties to this Agreement) prior to the Closing;

          (b) the Registration Rights Agreement in substantially the form attached to this Agreement as Exhibit B , which shall have been duly executed by such Purchaser; and

          (c) an Officer’s Certificate substantially in the form attached to this Agreement as Exhibit D .

ARTICLE VII
INDEMNIFICATION, COSTS AND EXPENSES

     Section 7.01. Indemnification by Eagle Rock . Eagle Rock agrees to indemnify each Purchaser and its Representatives (collectively, “ Purchaser Related Parties ”) from, and hold each of them harmless against, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), demands and causes of action, and, in connection therewith, and promptly upon demand, pay and reimburse each of them for all costs, losses, liabilities, damages or

expenses of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of or in any way related to or arising out of (i) the use by Eagle Rock of the proceeds of the sale of the Purchased Common Units to finance the Laser Acquisition or (ii) the breach of any of the representations, warranties or covenants of Eagle Rock contained herein; provided that such claim for indemnification relating to a breach of a representation or warranty is made prior to the expiration of such representation or warranty.

     Section 7.02. Indemnification by Purchasers . Each Purchaser agrees, severally and not jointly, to indemnify Eagle Rock and its Representatives (collectively, “ Eagle Rock Related Parties ”) from, and hold each of them harmless against, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), demands and causes of action, and, in connection therewith, and promptly upon demand, pay and reimburse each of them for all costs, losses, liabilities, damages or expenses of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of or in any way related to the breach of any of the representations, warranties or covenants of such Purchaser contained herein.

     Section 7.03. Indemnification Procedure . Promptly after any Eagle Rock Related Party or Purchaser Related Party (hereinafter, the “ Indemnified Party ”) has received notice of any indemnifiable claim hereunder, or the commencement of any action or proceeding by a third party, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement, the Indemnified Party shall give the indemnitor hereunder (the “ Indemnifying Party ”) written notice of such claim or the commencement of such action or proceeding, but failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability it may have to such Indemnified Party hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability; provided , however , that the Indemnified Party shall be entitled (i) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party has failed to assume the defense or employ counsel

reasonably acceptable to the Indemnified Party or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Party, unless the settlement thereof imposes no liability or obligation on, involves no admission of wrongdoing or malfeasance by, and includes a complete release from liability of, the Indemnified Party, nor shall the Indemnified Party settle any claim for which indemnification may be claimed hereunder without at least three business days notice to the Indemnifying Party of the terms and conditions of such settlement.

     Section 7.04. Indemnification Cap . The maximum liability of Eagle Rock to any Purchaser for claims under Section 7.01 shall be no greater than the Commitment Amount set forth opposite such Purchaser’s name on Schedule 2.01 of this Agreement, plus any expenses (including legal expenses) or costs incurred by such Purchaser in connection with such claims. The maximum liability of any Purchaser to Eagle Rock for claims under Section 7.01 shall be no greater than the Commitment Amount set forth opposite such Purchaser’s name on Schedule 2.01 of this Agreement, plus any expenses (including legal expenses) or costs incurred by Eagle Rock in connection with such claims.

ARTICLE VIII
MISCELLANEOUS

     Section 8.01. Interpretation . Article, Section, Schedule and Exhibit references are to this Agreement, unless otherwise specified. All references to instruments, documents, contracts and agreements are references to such instruments, documents, contracts and agreements as the same may be amended, supplemented and otherwise modified from time to time, unless otherwise specified. The word “including” shall mean “including but not limited to”. Whenever Eagle Rock or any Purchaser has an obligation under the Basic Documents, the expense of complying with such obligation shall be an expense of Eagle Rock or such Purchaser, as the case may be, unless otherwise specified. Whenever any determination, consent or approval is to be made or given by a Purchaser under this Agreement, such action shall be in such Purchaser’s sole discretion unless otherwise specified. If any provision in the Basic Documents is held to be illegal, invalid, not binding or unenforceable, such provision shall be fully severable and the Basic Documents shall be construed and enforced as if such illegal, invalid, not binding or unenforceable provision had never comprised a part of the Basic Documents, and the remaining provisions shall remain in full force and effect. The Basic Documents have been reviewed and negotiated by sophisticated parties with access to legal counsel and shall not be construed against the drafter.

     Section 8.02. Survival of Provisions . The representations and warranties set forth in this Agreement shall survive the Closing for a period of twelve (12) months, with the exception that

the representations and warranties set forth in Sections 3.01, 3.02, 3.04, 3.06, 3.07, 3.12, 3.13, 4.01, 4.03, 4.04, 4.07 and 4.09 shall survive indefinitely regardless of any investigation made by or on behalf of Eagle Rock or any Purchaser. The covenants made in this Agreement or any other Basic Document shall survive the closing of the transactions described herein and remain operative and in full force and effect regardless of acceptance of any of the Purchased Common Units and payment therefor and repayment or repurchase thereof. All indemnification obligations of Eagle Rock and the Purchasers pursuant to Article VII of this Agreement shall remain operative and in full force and e