Eagle Rock to Pay Transaction Fee in Common Units

Eagle Rock announced that the Conflicts Committee has confirmed its determination that the Transaction Fee, as defined in the Amended and Restated Securities Purchase and Global Transaction Agreement, should be paid by Eagle Rock in common units. In accordance with the Global Transaction Agreement, the Transaction Fee is to be paid in common units unless the Conflicts Committee elected to pay it in cash on or before April 24, 2010. The Transaction Fee will only be paid if the requisite approval is obtained for the matters outlined in the Partnership's definitive proxy statement filed on March 30, 2010 and the Minerals Business sale is consummated.

The Partnership has determined that the number of Transaction Fee Common Units, as defined under the Global Transaction Agreement, is 4,825,211 common units, calculated by dividing the $29 million Transaction Fee by a unit price of $6.0101, which represents 90% of the 10-day volume weighted average trading price as of April 24, 2010.

The special meeting of unitholders will be held on May 14, 2010 at Eagle Rock's offices in Houston, Texas (for unitholders of record as of the close of business on March 29, 2010), and the anticipated closing of the Minerals Business sale is on or before May 25, 2010.