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EX-10.1 - EXHIBIT 10.1 - EAGLE ROCK ENERGY PARTNERS L Psunraypsa-01.htm




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

______________________________

FORM 8-K/A
_________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 23, 2013


EAGLE ROCK ENERGY PARTNERS, L.P.
(Exact name of Registrant as specified in its charter)

Delaware
001-33016
68-0629883
(State or other jurisdiction of incorporation or organization)
Commission File Number
(I.R.S. Employer Identification No.)

1415 Louisiana Street, Suite 2700
Houston, Texas  77002
(Address of principal executive offices, including zip code)

(281) 408-1200
(Registrant’s telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
    








This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by Eagle Rock Energy Partners, L.P. on December 30, 2013, regarding the execution by Eagle Rock Field Services, L.P., a wholly-owned subsidiary of Eagle Rock Energy Partners, L.P., of a Raw Product Purchase and Sale Agreement (the “Agreement”) with Phillips 66 Company.  The purpose of this amendment is to file the Agreement as Exhibit 10.1, which has not previously been filed.

Item 9.01.     Financial Statements and Exhibits

(d) Exhibits

Exhibit No.    Description

10.1*
Raw Product Purchase and Sale Agreement by and between Eagle Rock Field Services, L.P. and Phillips 66 Company, dated December 23, 2013.

________________
* Confidential treatment has been requested with respect to portions of this exhibit pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and these confidential portions have been redacted from the filing made herewith. A complete copy of this exhibit, including the redacted terms, has been separately filed with the Securities and Exchange Commission.






SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


 
EAGLE ROCK ENERGY PARTNERS, L.P.
 
 
 
 
 
By:
 
Eagle Rock Energy GP, L.P.,
 
 
 
its general partner
 
 
 
 
 
By:
 
Eagle Rock Energy G&P, LLC,
 
 
 
its general partner
 
 
 
 
Date: February 28, 2014
By:
 
/s/ Charles C. Boettcher
 
 
 
Charles C. Boettcher
 
 
 
Senior Vice President and General Counsel
 





Exhibit Index


Exhibit No.
Description

10.1*
Raw Product Purchase and Sale Agreement by and between Eagle Rock Field Services, L.P. and Phillips 66 Company, dated December 23, 2013.

________________
* Confidential treatment has been requested with respect to portions of this exhibit pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and these confidential portions have been redacted from the filing made herewith. A complete copy of this exhibit, including the redacted terms, has been separately filed with the Securities and Exchange Commission.