Eagle Rock Announces Receipt of Joint Proposal from Natural Gas Partners and Black Stone Minerals Company

HOUSTON--(Business Wire)--
Eagle Rock Energy Partners, L.P. ("Eagle Rock" or the "Partnership") (NASDAQ:
EROC) announced today that the Conflicts Committee (the "Conflicts Committee")
of the Board of Directors of the general partner of the general partner of the
Partnership (the "Board") received a joint letter on November 7, 2009, from
Natural Gas Partners VII, L.P. and Natural Gas Partners VIII, L.P. (collectively
with certain of their affiliates, "NGP") and Black Stone Minerals Company, L.P.
(collectively with certain of its affiliates, "Black Stone"). The joint letter
dated November 7, 2009 includes a joint term sheet (together with the letter,
the "Joint Proposal") setting forth revised terms and conditions of, and serving
as a replacement of, both NGP`s and Black Stone`s most recent individual
proposals to the Partnership. A copy of the Joint Proposal has been filed by the
Partnership with the Securities and Exchange Commission on Form 8-K.

The Joint Proposal contemplates, among other things:

* a commitment by NGP to participate in a portion of, and provide support for
("back-stop"), a rights offering and an equity offering;
* a commitment by Black Stone to purchase the Partnership`s Minerals Business
(as defined in the Partnership`s filings with the Securities and Exchange
Commission) for $170 million;
* a contribution to the Partnership of all incentive distribution rights in the
Partnership and the 20,691,495 subordinated units outstanding;
* an option in favor of the Partnership to acquire the Partnership`s 844,551
outstanding general partner units by acquiring all of the outstanding equity of
the general partner of the general partner of the Partnership and all of the
limited partner units of the Partnership`s general partner, in exchange for one
million newly-issued common units; and
* the payment by the Partnership to NGP of a transaction fee, payable at the
Partnership`s option as $29 million in cash or as some combination of cash,
common units and/or warrants.

At management`s request to the Conflicts Committee, the new incentives for the
management team that were included in NGP`s prior proposals were not included in
the Joint Proposal.

NGP owns a significant equity position in Eagle Rock Holdings, L.P., which owns
2,338,419 common units, 20,691,495 subordinated units and all of the equity
interests in Eagle Rock Energy GP, L.P., the Partnership`s general partner
(directly and through ownership of all equity interests of the general partner
of the Partnership`s general partner), which holds the general partner units and
incentive distribution rights in the Partnership. In addition, NGP owns and
controls 8,700,169 aggregate common units and reports beneficial ownership over
some additional common units.

The Conflicts Committee has not yet determined that the Joint Proposal
constitutes an acceptable framework for negotiation of definitive documents. In
addition, consummation of the proposed transaction(s) in the Joint Proposal is
expected to be conditioned upon receiving the approval of a majority of the
common units held by non-affiliates. The Partnership cautions the unitholders of
the Partnership, and others considering trading in securities of the
Partnership, that the Joint Proposal is not binding at this time, that neither
the Board nor the Conflicts Committee has made any decision with respect to the
response of the Partnership to the Joint Proposal, and that there can be no
assurance that definitive documents will be executed or that any transaction
will be approved or consummated.

This news release may include forward-looking statements. All statements, other
than statements of historical facts, included in this press release that address
activities, events or developments that the Partnership expects, believes or
anticipates will or may occur in the future are forward-looking statements and
speak only as of the date on which such statement is made. These statements are
based on certain assumptions made by the Partnership based on its experience and
perception of historical trends, current conditions, expected future
developments and other factors it believes are appropriate under the
circumstances. Such statements are subject to a number of assumptions, risks and
uncertainties, many of which are beyond the control of the Partnership, which
may cause the Partnership`s actual results to differ materially from those
implied or expressed by the forward-looking statements. The Partnership assumes
no obligation to update any forward-looking statement as of any future date. For
a detailed list of the Partnership`s risk factors, please consult the
Partnership`s Form 10-K, filed with the Securities and Exchange Commission for
the year ended December 31, 2008, and the Partnership`s Forms 10-Q filed with
the Securities and Exchange Commission, as well as any other public filings and
press releases.

Eagle Rock Energy Partners, L.P.
Jeff Wood, 281-408-1203
Senior Vice President and Chief Financial Officer

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