Eagle Rock Energy Partners L P (EROC) Inactive
Filed: 22 Sep 14, 12:00am
Exhibit W
AMENDMENT NO. 1 TO JOINT FILING AGREEMENT
The undersigned each agree that the Joint Filing Agreement, dated August 15, 2011 and filed as Exhibit A to the Schedule 13D/A of Eagle Rock Energy Partners, L.P. on August 17, 2011 (the “Joint Filing Agreement”), is amended to: (i) add NGP Income Co-Investment Opportunities Fund II, L.P. (“NGP Co-Invest”) and NGP Energy Capital Management, L.L.C. (“NGP ECM”) as parties to the Joint Filing Agreement, whereby NGP Co-Invest and NGP ECM agree to be bound by the terms and conditions of the Joint Filing Agreement and (ii) remove Kenneth A. Hersh as a party to the Joint Filing Agreement, whereby Kenneth A. Hersh will no longer be bound by the terms and conditions of the Joint Filing Agreement.
Dated: September 22, 2014
| MONTIERRA MINERALS & PRODUCTION, L.P. By its general partner, Montierra Management LLC | |
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| By: | /s/ Joseph A. Mills |
| Joseph A. Mills | |
| Chief Executive Officer | |
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| MONTIERRA MANAGEMENT LLC | |
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| By: | /s/ Joseph A. Mills |
| Joseph A. Mills | |
| Chief Executive Officer | |
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| NATURAL GAS PARTNERS VII, L.P. By its general partner, G.F.W. Energy VII, L.P. By its general partner, GFW VII, L.L.C. | |
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| By: | /s/ Kenneth A. Hersh |
| Kenneth A. Hersh | |
| Authorized Member | |
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| NATURAL GAS PARTNERS VIII, L.P. By its general partner, G.F.W. Energy VIII, L.P. By its general partner, GFW VIII, L.L.C. | |
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| By: | /s/ Kenneth A. Hersh |
| Kenneth A. Hersh | |
| Authorized Member | |
| NGP INCOME MANAGEMENT L.L.C. | |
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| By: | /s/ Tony R. Weber |
| Tony R. Weber | |
| President | |
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| EAGLE ROCK HOLDINGS NGP 7, LLC By its sole member, Natural Gas Partners VII, L.P. By its general partner, G.F.W. Energy VII, L.P. By its general partner, GFW VII, L.L.C. | |
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| By: | /s/ Kenneth A. Hersh |
| Kenneth A. Hersh | |
| Authorized Member | |
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| EAGLE ROCK HOLDINGS NGP 8, LLC By its sole member, Natural Gas Partners VIII, L.P. By its general partner, G.F.W. Energy VIII, L.P. By its general partner, GFW VIII, L.L.C. | |
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| By: | /s/ Kenneth A. Hersh |
| Kenneth A. Hersh | |
| Authorized Member | |
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| ERH NGP 7 SPV, LLC | |
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| By: | /s/ Kenneth A. Hersh |
| Kenneth A. Hersh | |
| Chief Executive Officer & President | |
| ERH NGP 8 SPV, LLC | |
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| By: | /s/ Kenneth A. Hersh |
| Kenneth A. Hersh | |
| Chief Executive Officer & President | |
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| NGP INCOME CO-INVESTMENT OPPORTUNITIES FUND II, L.P. By its general partner, NGP Income Co-Investment II GP, L.L.C. | |
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| By: | /s/ Tony R. Weber |
| Tony R. Weber | |
| President | |
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| NGP ENERGY CAPITAL MANAGEMENT, L.L.C. | |
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| By: | /s/ Kenneth A. Hersh |
| Kenneth A. Hersh | |
| Chief Executive Officer | |
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| /s/ Kenneth A. Hersh | |
| Kenneth A. Hersh | |