**Exhibit 99.5**

 

**[*]**= Certain confidential information contained in thisdocument, marked by brackets, has been omitted and filed separately with theSecurities and Exchange Commission pursuant to Rule 24-b-2 of the SecuritiesExchange Act of 1934, as amended.

 

**NETTING,FINANCIAL RESPONSIBILITY AND SECURITY AGREEMENT**

 

This Netting, Financial Responsibility and Security Agreement (this“Agreement”) is entered into this 23rd day of September***,***2004, by andbetween **EQUITABLE PRODUCTION COMPANY,**referred to herein as “Equitable”, and **MARKWESTHYDROCARBON, INC.**, referred to herein as “MarkWest”.  Each of Equitable and MarkWest may bereferred to individually as a “Party”, or collectively as “Parties”.

 

RECITALS:

 

A.                                   Contemporaneouswith and conditioned upon the execution of this Agreement, and satisfaction ofthe conditions set forth herein, the following contracts and agreements havebeen entered into:

 

i.                                          anew firm gas processing agreement between Equitable and MarkWest replacing each of the Gas Processing Agreementdated as of May 20, 1997, by and between Eastern States Oil & Gas andMarkWest Hydrocarbon, Inc., and the Gas Processing Agreement dated as of May20, 1997, by and between Blazer Energy Corporation and MarkWest Hydrocarbon,Inc., covering all gas production of Equitable that is processed byMarkWest, other than the gas processed under the Gas Processing Agreement(Maytown), and other than the gas processed under the Dwale Agreement, both asdefined below (the “**Non-Dwale Firm GasProcessing Agreement**”);

 

ii.                                       anew firm gas processing agreement between Equitable and MarkWest replacing the Gas Processing Agreement(Dwale) by and between Equitable Production Co. and MarkWest Hydrocarbon, Inc.dated as of May 28, 1999 (the **“****Dwale Agreement”**);

 

iii.                                    a Base Contract for Sale and Purchase ofNatural Gas between Equitable and MarkWest for the sale by Equitable andpurchase by MarkWest of certain quantities of gas (the “**Gas Purchase Agreement**”); and

 

iv.                                   anamendment, between Equitable and MarkWest Energy Appalachia, L.L.C., (“MEA”)modifying the Gas Processing Agreement (Maytown), dated May 16, 1999, aspreviously amended, to allow Equitable to reduce the volume of NGLs that arerecovered at the Maytown gas plant during **specified**periods while allowing MEA to receive the same revenue as it wouldhave absent such reduction in liquid recoveries (the “**Amended Maytown Agreement**”); and

 

B.                                     TheParties desire to enter into this Agreement to recognize the interrelationshipof the foregoing agreements and to provide certain security and assurances toEquitable.

 

Now therefore, in consideration of the mutualcovenants and agreements contained herein, and in consideration of theexecution of the Non-Dwale Firm Gas Processing Agreement, the Dwale Agreementand the Gas Purchase Agreement, the Parties agree as follows:

 

**1.****                                      Definitions.**

 

As used in this Agreement, the followingterms shall have the following meanings:

 

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a.                                       “**Columbia**” means Columbia Gas TransmissionCorporation.

 

b.                                      “**Debtor Relief Law**” means the BankruptcyCode of the United States of America and all other liquidation,conservatorship, bankruptcy, assignment for the benefit of creditors,moratorium, rearrangement, receivership, insolvency, reorganization, or similardebtor relief laws of the United States of America or other applicablejurisdictions from time to time in effect and affecting the rights of creditorsgenerally.

 

c.***                                      ***“**Gas Agreements**” means, collectively, theNon-Dwale Firm Gas Processing Agreement, the Dwale Agreement, the AmendedMaytown Agreement and the Gas Purchase Agreement.

 

d.***                                     *“Guaranty”**means that Guaranty by MarkWest in favor of Equitable dated as of March 26,2002.

 

e.                                       “**MarkWest Agreements**” means, collectively,the Non-Dwale Firm Gas Processing Agreement, the Dwale Agreement and the GasPurchase Agreement, and the Guaranty.

 

f.**                                      “ProcessingPlants”** means, collectively, the gas processing facilities located on thenorth side of KY Route-1384 at Boldman, Pike County, Kentucky and known as theBoldman Plant (herein “Boldman Plant”), the gas processing facilities connectedto the transmission facilities of Columbia in Columbia’s Ceredo District,located in Wayne County, West Virginia, and known as the Kenova Plant (herein“Kenova Plant”) and the gas processing facilities located at Clendenin, KanawhaCounty, West Virginia and known as the Cobb Plant (“Cobb Plant”), and includingwithout limitation, all tanks, equipment, pipe, valves, and material of anykind, including appropriate gas and liquid measurement facilities, pipeline andcompression facilities, storage, shipping, dehydration, gas treating anddelivery facilities for Plant Products; all structures located, or to belocated, on the site(s) at which the compression and processing facilities arenow or hereafter located; all easements pertaining to the site(s) and operationof those facilities; and any and all facilities used directly in the processingfunction located, or to be located, on or away from the site(s).

 

**2.**                                      **Cross Termination.**

 

2.1                                 In the in the event that any of the GasAgreements (other than the Gas Purchase Agreement) expires, or is terminated orcancelled, all of the other Gas**Agreements shall be terminated at the sametime, provided however, the Dwale Agreement and the Amended Maytown Agreementshall not terminate as a result of the expiration of the Non-Dwale Firm GasProcessing Agreement**[*]**

 

**3.****                                      NettingArrangements.**

 

3.1                                 TheParties acknowledge that (a) under the MarkWest Agreements or otherwise,MarkWest, from time to time, may owe certain amounts of money to Equitable, and(b) Equitable, from time to time, may owe certain amounts of money toMarkWest.  At any time, during the termsof the MarkWest Agreements, if MarkWest is in default of any of its paymentobligations under the MarkWest Agreements, Equitable shall have the right, inaddition to all other rights and remedies available to Equitable under theMarkWest Agreements, or at law or in equity, to set off against and/or recoupamounts owed by Equitable under any of the MarkWest Agreements all amounts owedby MarkWest to Equitable under the MarkWest Agreements.

 

**4.****                                     ****Security Arrangements.**

 

4.1                                 MarkWestand Equitable recognize that by entering into the Gas Agreements with MarkWest,Equitable’s credit exposure to MarkWest has increased.

 

4.2                                 **[*]**

 

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4.3                                 Unlessand until **[*]**payment is made by MarkWest toEquitable in accordance with the terms of the Gas Purchase Agreement  **[*]. **MarkWest agrees to notify all ofits lenders of this Agreement and to provide copies of such notices to Equitable.

 

4.4                                 **Letter of Credit**.  Tosecure the obligations of MarkWest and MEA under the Gas Agreements and thefull and punctual payment and performance of all present and future liabilitiesof MarkWest or MEA to Equitable with respect to all agreements between theparties, whether existing now or in the future, including MarkWest’sobligations **[*]** under theGas Purchase Agreement*,*or otherwise (the“Secured Obligations”), MarkWest shall obtain and maintain, during the term ofthe Gas Purchase Agreement and thereafter until payment for all **[*]** Gas has beenmade to Equitable, an irrevocable, stand-by letter of credit, with a bank andin form reasonably acceptable to Equitable and substantially the same as theattached Exhibit A (the “Letter of Credit”) in favor of Equitable Production Company(“Equitable”) for one or more drawings up to the aggregate amount of******[*]**. TheLetter of Credit shall contain an expiry date of the earlier of (i) **[*]** following the expiration of the term of the Gas PurchaseAgreement, or (ii) **[*]** followingany earlier termination of the Gas Purchase Agreement; provided, such expiry date shall be extended, as necessary, until thedate that all obligations of MarkWest under the Gas Purchase Agreement havebeen fully discharged.  Within ten(10) business days of receipt by Equitable of MarkWest’s audited financialstatements or SEC 10-Q or 10-K filings at the end of  each calendar quarter, Equitable shall **[*]** and the financial condition of MarkWest to determine **[*]** if a different amount under the Letter of Credit isappropriate.  If Equitable determinesthat a modification in the maximum amount under the Letter of Credit isappropriate, it shall notify MarkWest **[*]**.  The maximum aggregate amount that can bedrawn under the Letter of Credit, as from time to time established, shall bereferred to as the “L/C Amount”, which L/C Amount is initially **[*]**, and shall in no event be less than **[*]**nor more than **[*]**.  Notwithstanding anything to the contraryherein, within **[*]** after any draw on the Letterof Credit, MarkWest shall deliver to Equitable an additional letter of credit,or seek to modify the Letter of Credit, such that the aggregate amountavailable to be drawn under such Letter of Credit and any additional letters ofcredit, shall be an amount no less than the latest determined L/C Amount*,*notwithstandingsuch draw or any previous draws. 

 

4.5                                 **Additional Security.**

 

a.                                       If on any Determination Day, as set forthbelow, the Contract Value, as determined below, exceeds the then applicable L/CAmount (the remainder of the Contract Value minus the then applicable L/CAmount, being referred to as “Additional Exposure”), then MarkWest shall,within 2 Banking Days following that Determination Day, furnish Equitableadditional security in the form of (“Additional Security”):

 

i.                                          a standby, irrevocable letter of credit infavor of Equitable, in an amount equal to the Additional Exposure, with anexpiry date of one year following its issuance, issued by a bank reasonablyacceptable to Equitable and in a form reasonably acceptable to Equitable andsubstantially the same as the attached Exhibit A; or,

 

ii.                                       the direct remittance to Equitable of cash inan amount equal to the Additional Exposure; or,

 

iii.                                    any combination of the foregoing items i.,ii., or other security acceptable to Equitable in an aggregate amount equal tothe Additional Exposure.

 

b.                                      If following the furnishing of AdditionalSecurity under a., above, the Contract Value on a Determination Day is lessthan then applicable amount of Additional Security, then Equitable shall,within **[*]** following that Determination Day, return to MarkWest a portion of theAdditional Security then held by Equitable equal to the difference resultingfrom subtracting the then effective Contract 

 

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Value from the amount of Additional Security then held.  In the event that the Additional Security isin the form of a letter of credit, Equitable shall, within **[*]** following theapplicable Determination Day, send written notice to the bank issuing thatletter of credit reducing the amount of the letter of credit by the amount setforth above.

 

c.                                       If any of the Additional Security provided byMarkWest pursuant to 4.5(a) above is in the form of cash, under 4.5, a., ii.,or iii., above, then MarkWest shall be entitled to interest on such cash at aninterest rate, for each day such cash is held by Equitable, equal to the“Federal Funds (Effective)” rate in effect for such day, as published in themost recent weekly statistical release designated as H.15(519), or anysuccessor publication, published by the Board of Governors of the FederalReserve.  Interest accrued thereon foreach month shall be paid to MarkWest by the first Banking Day of the succeedingmonth.

 

4.6                                 **Determination of Contract Value**. For the purposes of determining theAdditional Exposure, if any, the Contract Value shall be determined as follows:

 

a.                                       On each Determination Day, as defined below,MarkWest and Equitable shall each determine the Contract Value, in accordancewith, and only in accordance with, the formula and procedure set forth in c.,below.  The parties shall exchange theirdeterminations by 12:00 noon, Mountain Time, on the Determination Day.  If the parties’ calculations are the same,then that determination shall be the applicable Contract Value.  If the parties’ determinations differ, thenunless otherwise agreed upon, the arithmetic average of the parties’determinations of Contract Value shall be the effective Contract Value.

 

b.                                      Asused herein, a “Determination Day” shall be the 1st calendar day andthe 15th calendar day of a month; provided, if such day is not aBanking Day, then the next succeeding Banking Day shall be the DeterminationDay. As used herein “Banking Day” means any day on which the bank issuing thisLetter of Credit is open for business.

 

c.                                       Forpurposes of this Agreement, **[*]**

 

4.7                                 MarkWest herebyacknowledges that MarkWest has no legal or equitable property interest in thegas delivered to MarkWest by Equitable under the gas agreements, other than gasthat is recovered as plant products at the processing plants or sold toMarkWest under the gas purchase agreement. Equitable shall have the right to file financing statements in theappropriate jurisdictions to reflect its foregoing ownership rights in the gasdelivered to MarkWest and Equitable’s rights to payment for sale of gas sold toMarkWest under the Gas Agreements.  The financing statements will besubstantially in the form attached as Exhibit B.  MarkWest will faithfully preserve andprotect Equitable’s security interest in the foregoing, will defend Equitable’sright, title, and interest in and to the foregoing against the claims anddemands of all persons whomsoever claiming through MarkWest.

 

4.8                                 Upon the termination or expiration of the GasAgreements, and upon full discharge of all obligations of MarkWest under theGas Agreements, the security interests granted to Equitable by MarkWest underthis Agreement shall automatically terminate and Equitable shall terminate andrelease any financing statements or other filings or recordings pertaining toits security interest.

 

4.9                                 MarkWestshall not distribute, transfer, pledge or otherwise encumber any collateralpledged as additional security under Section 4.5.a.iii above and MarkWest shallkeep the collateral free from unpaid charges, including taxes, and from liens,encumbrances and security interests.

 

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**5.****                                      Eventsof Default; Remedies.**

 

(a)**                                 ****Events of Default**.  MarkWest shall be in default under Section 4of this Agreement upon the happening of any condition or event set forth below(each, an “Event of Default”):

 

(i)                                     Any failure by MarkWest to make payment whendue of any payments due to Equitable under the Gas Purchase Agreement.

(ii)                                  Any failure by MarkWest to fully honor, payand perform under the Guaranty.

 

(iii)                               Any failure by MarkWest to re-establish theLetter of Credit in the amount of the L/C Amount or to provide additionalletters of credit, such that the aggregate availability under such letters ofcredit are greater than or equal to the latest determined L/C Amount, asrequired under Section 4.4, above;

 

(iv)                              Any failure by MarkWest to provide AdditionalSecurity under Section 4.5, above*.*

 

(v)                                 Areceiver, conservator, liquidator or trustee of MarkWest, or of any of itsproperty, is appointed by order or decree of any court or agency or supervisoryauthority having jurisdiction; or an order for relief is entered againstMarkWest under any Debtor Relief Law; or MarkWest is adjudicated bankrupt orinsolvent; or any material portion of the property of MarkWest is sequesteredby court order and such order remains in effect for more than 60 days afterMarkWest obtains knowledge thereof; or a petition is filed against MarkWest underany reorganization, arrangement, insolvency, readjustment of debt, dissolution,liquidation or receivership law of any jurisdiction, whether now or hereafterin effect, and such petition is not dismissed within 60 days.

 

(vi)                           MarkWestfiles a case under any Debtor Relief Law or seeking relief under any provisionof any bankruptcy, reorganization, arrangement, insolvency, readjustment ofdebt, dissolution or liquidation law of any jurisdiction, whether now orhereafter in effect, or consents to the filing of any case or petition againstit under any such law.

 

(vii)                           Anydefault by MarkWest or MEA under any of the agreements between the parties,including the Gas Agreements.

 

(b)                                 **Remedies.** In addition to and cumulative of any other remedies granted in thisAgreement or any other agreements between the parties, including the GasAgreements, Equitable may, upon the occurrence of an Event of Default, at itsoption, (i)  submit draws on the Letterof Credit, submit draws on any letters of credit posted as Additional Securityor draw down on any cash provided by MarkWest as Additional Security, all inany aggregate amount equal to any unpaid Secured Obligations, and  (ii) demand, sue for, collect or make anycompromise or settlement with reference to such Secured Obligations****as Equitable chooses.

 

**6.****                                      Conditionsto Effectiveness**.  This Agreement and the other Gas Agreementsshall be conditioned upon the satisfaction of the following conditions:

 

6.1                                 Execution and delivery of the Gas Agreementsby each of MarkWest and MEA, as the case may be, and Equitable.

 

6.2                                 Issuance of the Letter of Credit from BankOne, NA in a form reasonably acceptableto Equitable and MarkWest.

 

6.3                                 **[*]**.  The Partiesagree, after due deliberation and arms-length negotiations, that **[*]**.

 

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**7.****                                      General.**

 

7.1                                 MarkWest’sobligations and liabilities under the Gas Agreements, or under this Agreementshall not be released, impaired, reduced or otherwise affected by, and shallcontinue in full force and effect, notwithstanding the occurrence of any event,including without limitation, any event of insolvency, bankruptcy, arrangement,adjustment, composition, liquidation, disability, dissolution or lack ofauthority of MarkWest.

 

7.2                                 The parties agree thatmoney damages are an insufficient remedy for breaches of the performanceobligations of this Agreement and the MarkWest Agreements and that injunctiverelief shall be afforded to the aggrieved party.

 

7.3                                 **[*]**.

 

MarkWestrepresents to Equitable that it is solvent, and that there are nobankruptcy, reorganization or receivership proceedings pending, beingcontemplated by, or to the actual knowledge of MarkWest, threatened againstMarkWest.

 

7.4                                 **[*]** any settlement, discharge, payment, fees, grant ofsecurity or transfer of property relating to discharging any duty or liabilityto Equitable created under this Agreement is rescinded or avoided by virtue ofany provision of any bankruptcy, insolvency, or other similar law affectingcreditors’ rights, Equitable will be entitled to recover the value or amount ofany such settlement, discharge, payment, fees, grant of security or transfer ofproperty from MarkWest under this Agreement, as if such settlement, discharge,payment, grant of security or transfer of property had not occurred, but onlyto the extent permitted by applicable law, and the terms and conditions of theGas Agreements which in any fashion altered or amended the prior agreementsbetween MarkWest and Equitable shall be null and void as of the date of thisAgreement, and such prior agreements shall be deemed to have been in effectfrom and after the date hereof, and MarkWest shall pay Equitable, thedifference, if any, which Equitable may have been entitled under such prioragreements.

 

7.5                                 Anywritten notice required under this Agreement or any of the other Gas Agreementsshall not be deemed satisfied by the transmission of an electronic mailmessage to the other party.

 

7.6**                                **ThisAgreement shall be incorporated by reference into each of the MarkWest Agreementsand each of the MarkWest Agreements shall be made expressly subject to theterms and conditions of this Agreement.

 

7.7                                 ThisAgreement shall be deemed to be a contract made under the laws of the State ofWest Virginia and for all purposes shall be construed in accordance with thelaws of said State without regard to choice of law principles.  Any action brought under the terms of thisAgreement must be filed in the state or federal courts of Kanawha County, WestVirginia.

 

7.8                                 ThisAgreement shall extend to and inure to the benefit of and be binding upon theparties hereto, and their respective successors and assigns. No assignment ofthis Agreement shall be binding on either of the parties hereto, other than theparty selling, transferring, assigning or conveying its interests in thisAgreement, until the first day of the Accounting Period following the date acertified copy of the instrument evidencing that sale, transfer, assignment orconveyance has been delivered to the other party.  However, MarkWest shall not assign thisAgreement (other than assignments to wholly owned affiliates of MarkWest,provided that MarkWest will guarantee the performance by such affiliate of theterms of this Agreement) without the prior written consent of Equitable, whichconsent shall not be unreasonably withheld. Equitable shall respond to any request for consent hereunder withinforty-five (45) days following receipt of MarkWest’s written request, and ifEquitable fails to respond within that 45-day period, Equitable shall be deemedto have consented to such written request.

 

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**IN WITNESS WHEREOF**, the parties have executed this Agreement bytheir respective authorized representatives, after obtaining any requisite approvals,as of the date first set forth above.

 
| **MARKWEST HYDROCARBON, INC.**   |                              |
|----------------------------------|-----------------------------------|
| ** **                       |                              |
|                             |                              |
| By:                              | /s/ MarkWest  Hydrocarbon, Inc.   |   |
|                             |                              |
| Name:                            |                              |   |
|                             |                              |   |
| Title:                           |                              |   |
|                             |                              |   |
| Date:                            |                              | ** ** |
|                             |                              |
|                             |                              |
| **EQUITABLE PRODUCTION COMPANY** | ** **                        |
| ** **                       |                              |
| ** **                       |                              |
| By:                              | /s/  Equitable Production Company |   |
|                             |                              |
| Name:                            |                              |   |
|                             |                              |   |
| Title:                           |                              |   |
|                             |                              |   |
| Date:                            | ** **                        | ** ** |
|                                  |                                   |  |  |  |  |  |

 

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**Exhibit A**

 

IRREVOCABLE LETTER OF CREDIT

No.                    

                             ,2004

 

 

Equitable Production Company

 

 

Attn: 

 

Ladies and Gentlemen:

 

1.  We hereby establish, at the request and forthe account of MarkWest Hydrocarbon Inc., a Delaware corporation (the “Company”),in your favor, our Irrevocable Letter of Credit No.                       (this “Letter of Credit”), in the amount of **[*]**,effective immediately and expiring on the earliest of any of the following (the“Termination Date”): (i) the close of business on                   ,20      , (ii) the date this Letter of Credit issurrendered to us for cancellation, or (iii) the date we honor the last drawingavailable hereunder.

 

2.  Funds under this Letter of Credit areavailable to you against a certificate signed by you, or your successors andassigns, in the form of Exhibit A attached hereto appropriately completed.  Such certificate(s) shall be dated the dateof presentation, which shall be made at our offices located at 300 RiversidePlaza, 7th Floor, Mail Code IL1-0236, Chicago, Illinois 60606, Attn: GlobalTrade Services/Standby Letters of Credit (or any other office which may bedesignated by us by written notice delivered to you).  If we receive your certificate at suchoffice, all in strict conformity with the terms and conditions of this Letterof Credit, at or prior to 11:30 a.m., Chicago, Illinois time, on a Business Dayon or prior to the Termination Date, we will honor the same no later than 1:30p.m., Chicago, Illinois time, on the next succeeding Business Day.  Drawings under this Letter of Credit may bemade by a telecopy transmission of the certificate described above totelecopier No. [312-954-0203] (with transmission confirmed by call to TelephoneNo. [312-954-1922]), or such other telecopier and telephone numbers that wehereafter designate by written notice delivered to you.  If a drawing is made by telecopier, it mustcontain an additional certification by you that an******original of the certificate on yourletterhead manually signed by one of your officers will be concurrentlyforwarded to us by express courier. Payment under this Letter of Credit will be made out of our funds and, ifrequested by you, will be made by wire transfer of federal funds to youraccount with any bank which is a member of the Federal Reserve System, or bydeposit of immediately available funds into a designated account that youmaintain with us.

 

3. As used herein,the term “Business Day” means any day on which interbank wire transfers can bemade on the Fedwire system, other than (a) a Saturday, a Sunday, a legalholiday or a day on which banking institutions in the City of Chicago, Illinoisare authorized or required by law to close or (b) a day on which the New YorkStock Exchange is closed.

 

4.  Communications with respect to this Letter ofCredit shall be in writing and shall be addressed to us at our office addressset forth in or designated pursuant to paragraph 2 above and shall specificallyrefer to the number of this Letter of Credit.

 

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5.  This Letter of Credit sets forth in full ourundertaking, and such undertaking shall not in any way be modified, amended,amplified or limited by reference to any document, instrument or agreementreferred to herein (including, without limitation, the Netting, FinancialResponsibility and Security Agreement referred to in the Certificate attachedhereto as Exhibit A, except the forms of the certificates referred to herein;and any such reference (except as aforesaid) shall not be deemed to incorporateherein, any document, instrument or agreement except for such certificate***.***

 

6.  We engage with you that certificates drawnunder and in compliance with the terms of this Letter of Credit will be dulyhonored on presentation if presented at our office at 300 Riverside Plaza, 7thFloor, Mail Code IL1-0236, Chicago, Illinois 60606, Attn: Global TradeServices/Standby Letters of Credit (or any other office which may be designatedby us by written notice delivered to you). on or before the expiration date ofthis Letter of Credit.

 

7.  This Letter of Credit shall be governed by theInternational Standby Practices 1998, published by the Institute ofInternational Banking Law & Practice (“ISP98”), and to the extentnot inconsistent with ISP98, the laws of the State of Illinois, includingwithout limitation, the Uniform Commercial Code as in effect in such State.

 
|   |   |   |   | Very truly  yours, |
|--------|--------|--------|--------|--------------------|
|   |   |   |   |               |
|   |   |   |   | BANK ONE, NA       |
|   |   |   |   |               |
|   |   |   |   | By:                | /s/ Bank  One, NA |
|   |   |   |   | Name:              |   |
|   |   |   |   | Title:             |   |
|   |   |   |   |               |   |
|   |   |   |   |               |   |
|   |   |   |   | By:                |   |
|   |   |   |   |               |   |
|   |   |   |   | Name:              |   |
|   |   |   |   |               |   |
|   |   |   |   | Title:             |   |
|        |        |        |        |                    |  |  |  |  |  |  |

 

 

EXHIBIT A

TO LETTER OF CREDIT NO.                       DATED                     ,2004

 

CERTIFICATE

 

 

Theundersigned, a duly authorized officer of Equitable Production Company (the “Company”),hereby certifies as follows to Bank One, NA (the “Bank”) with referenceto Irrevocable Letter of Credit No.                   (the “Letter of Credit”) issued by the Bank in favor of theCompany.  Any capitalized term usedherein and not defined shall have its respective meaning as set forth in theLetter of Credit.

 

Under thatcertain Netting, Financial Responsibility and Security Agreement dated as of               ,2004 (as amended, supplemented or otherwise modified from time to time, the “NettingAgreement”) between the Company and MarkWest Hydrocarbon, Inc. (“MarkWest”),the Company is entitled to make a drawing under the Letter of Credit.

 

The amount of$                is due and payable by MarkWest to the Company under the Netting Agreement andhas not been paid by MarkWest.

 

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IN WITNESSWHEREOF, the Company has executed and delivered this Certificate as of the           day of               ,          .

 
|   |   |   |   |   |   | EQUITABLE  PRODUCTION COMPANY |
|--------|--------|--------|--------|--------|--------|-------------------------------|
|   |   |   |   |   |   |                          |
|   |   |   |   |   |   | By:                           | /s/  Equitable Production Company |
|   |   |   |   |   |   |                          |   |
|   |   |   |   |   |   | Title:                        |   |
|        |        |        |        |        |        |                               |  |  |

 

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EXHIBIT B

 

 

**UCC FINANCING STATEMENT**

FOLLOW INSTRUCTIONS (frontand back) CAREFULLY

 
| A. NAME & PHONE OF CONTACT AT FILER [optional]                                                                                         | ** **                                                 | ** **               |
|--------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------|--------------------------|
|                                                                                                                                       | ** **                                                 | ** **               |
| B. SEND ACKNOWLEDGMENT TO:  (Name and Address)                                                                                        |                                                       |                     |
|                                                                                                                                       |                                                       |                     |
|                                                                                                                                       |                                                       |                     |
| Carol A. Soltes  Reed Smith LLP  P.O. Box 2009  Pittsburgh, PA 15230                                                                       | **THE  ABOVE SPACE IS FOR FILING OFFICE USE ONLY**         |
|                                                                                                                                       |
| 1. DEBTOR’S EXACT FULL LEGAL NAME – insert only one  debtor name (1a or 1b) – do not abbreviate or combine names            |
| OR                                                                                                                                         | 1a. ORGANIZATION’S NAMEMarkwest Hydrocarbon, Inc.     |                     |   |   |
| 1b. INDIVIDUAL’S LAST NAME                                                                                                            | FIRST NAME                                                 | MIDDLE NAME              | SUFFIX |
|                                                                                                                                       |                                                       |                     |   |   |
| 1c. MAILING ADDRESS  155 Inverness Drive West, Suite 200                                                                                   | CITY  Englewood                                            | STATE CO                 | POSTAL CODE  80112 | COUNTRY  USA |
| 1d. SEE INSTRUCTIONS                                                                                                                       | ADD’L INFO RE ORGANIZATION DEBTOR                     | 1e. TYPE OF ORGANIZATION | 1f. JURISDICTION OF  ORGANIZATION | 1g. ORGANIZATIONAL ID #, if any |
| corporation                                                                                                                                | Delaware                                                   | 2637901                  |
|                                                                                                                                       |                                                       |                     |   | NONE |
| 2. ADDITIONAL DEBTOR’S EXACT FULL LEGAL NAME – insert  only one debtor name (2a or 2b) – do not abbreviate or combine names |
| OR                                                                                                                                         | 2a. ORGANIZATION’S NAME                               |                     |   |   |
|                                                                                                                                       |                                                       |                     |   |
| 2b. INDIVIDUAL’S LAST NAME                                                                                                            | FIRST NAME                                                 | MIDDLE NAME              | SUFFIX |
|                                                                                                                                       |                                                       |                     |   |   |
| 2c. MAILING ADDRESS                                                                                                                        | CITY                                                       | STATE                    | POSTAL CODE | COUNTRY |
| 2d. SEE INSTRUCTIONS                                                                                                                       | ADD’L INFO RE ORGANIZATION DEBTOR                     | 2e. TYPE OF ORGANIZATION | 2f. JURISDICTION OF  ORGANIZATION | 2g. ORGANIZATIONAL ID #, if any |
|                                                                                                                                            |                                                       |                     |   | NONE |
| 3. SECURED PARTY’S NAME (or NAME of TOTAL ASSIGNEE of  ASSIGNOR S/P) insert only one secured party name (3a or 3b)                    |
| OR                                                                                                                                         | 3a. ORGANIZATION’S NAME  Equitable Production Company |                     |   |   |
| 3b. INDIVIDUAL’S LAST NAME                                                                                                            | FIRST NAME                                                 | MIDDLE NAME              | SUFFIX |
|                                                                                                                                       |                                                       |                     |   |   |
| 3c. MAILING ADDRESS  100 Allegheny Center Mall                                                                                             | CITY  Pittsburgh                                           | STATE  PA                | POSTAL CODE  15212 | COUNTRY  USA |
|                                                                                                                                            |                                                            |                          |  |  |  |  |  |  |  |  |  |  |  |  |

 

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| 4. This FINANCING STATEMENT covers the following  collateral:  This financing statement is filed to reflect that Debtor has no legal or  equitable property interest in the gas delivered to Debtor by Secured Party  under the Gas Agreements, other than the gas that is recovered as plant  products at the processing plants provided Debtor returns a thermal  equivalent gas quantity in dths or that is sold to Debtor under the Gas  Purchase Agreement. (continued on Exhibit A attached hereto)                                |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 5. ALTERNATIVE DESIGNATION [if applicable]: LESSEE/LESSOR  CONSIGNEE/CONSIGNOR X BAILEE/BAILOR  SELLER/BUYER  AG. LIEN  NON-UCC FILING                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 6.  This FINANCING STATEMENT is to be filed [for  record] or recorded) in the REAL ESTATE RECORDS.Attach   Addendum                                                                 [if applicable] |   | 7. Check to REQUEST  SEARCH REPORT(S) on Debtors(s)  All Debtors  Debtor 1  Debtor 2 [ADDITIONAL FEE]                                 [optional] |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |
| 8. OPTIONAL FILER REFERENCE DATA  Filed with Delaware Secretary of State                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |

 

**FILINGOFFICE COPY –** NATIONALUCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02)Exhibit A to UCC Financing Statement

 

Debtor:  Markwest Hyrocarbon, Inc.

SecuredParty:  Equitable Production Company

 

Asused herein, the following terms shall have the following meanings:

 

 “**Gas Purchase Agreement**” means aBase Contract for Sale and Purchase of Natural Gas between Secured Partyand Debtor for the sale by Secured Party and purchase by Debtor of certainquantities of gas.

 

“**Gas Agreements**” means the“Non-Dwale Firm Gas Processing Agreement” and the “Dwale Agreement” between theSecured Party and MarkWest Hydrocarbon, Inc. and the “Maytown Agreement”between the Secured Party and MarkWest Energy Appalachia, L.L.C., all enteredinto as of September 2004.

 

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**UCC FINANCING STATEMENT**

FOLLOW INSTRUCTIONS (frontand back) CAREFULLY

 
| A. NAME & PHONE OF CONTACT AT FILER [optional]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | ** **                                                 | ** **               |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------|--------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | ** **                                                 | ** **               |
| B. SEND ACKNOWLEDGMENT TO:(Name and Address)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                       |                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                       |                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                       |                     |
| Carol A. Soltes  Reed Smith LLP  P.O. Box 2009  Pittsburgh, PA 15230                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | **THE  ABOVE SPACE IS FOR FILING OFFICE USE ONLY**         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | ** **                                                 |
| 1. DEBTOR’S EXACT FULL LEGAL NAME – insert only one  debtor name (1a or 1b) – do not abbreviate or combine names                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| OR                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 1a. ORGANIZATION’S NAMEMarkwest Hydrocarbon, Inc.     |                     |
| 1b. INDIVIDUAL’S LAST NAME                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | FIRST NAME                                                 | MIDDLE NAME              | SUFFIX |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                       |                     |   |   |
| 1c. MAILING ADDRESS  155 Inverness Drive West, Suite 200                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | CITY  Englewood                                            | STATE CO                 | POSTAL CODE  80112 | COUNTRY  USA |
| 1d. SEE INSTRUCTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | ADD’L INFO RE ORGANIZATION DEBTOR                     | 1e. TYPE OF ORGANIZATION | 1f. JURISDICTION OF  ORGANIZATION | 1g.  ORGANIZATIONAL ID #, if any |
| ltd. Liability co.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Delaware                                                   | 3485084                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                       |                     |   | NONE |
| 2. ADDITIONAL DEBTOR’S EXACT FULL LEGAL NAME – insert  only one debtor name (2a or 2b) – do not abbreviate or combine names                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| OR                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 2a. ORGANIZATION’S NAME                               |                     |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                       |                     |   |
| 2b. INDIVIDUAL’S LAST NAME                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | FIRST NAME                                                 | MIDDLE NAME              | SUFFIX |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                       |                     |   |   |
| 2c. MAILING ADDRESS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | CITY                                                       | STATE                    | POSTAL CODE | COUNTRY |
| 2d. SEE INSTRUCTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | ADD’L INFO RE ORGANIZATION DEBTOR                     | 2e. TYPE OF ORGANIZATION | 2f. JURISDICTION OF  ORGANIZATION | 2g. ORGANIZATIONAL ID #, if any |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                       |                     |   | NONE |
| 3. SECURED PARTY’S NAME (or NAME of TOTAL ASSIGNEE of  ASSIGNOR S/P) insert only one secured party name (3a or 3b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| OR                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 3a. ORGANIZATION’S NAME  Equitable Production Company |                     |   |   |
| 3b. INDIVIDUAL’S LAST NAME                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | FIRST NAME                                                 | MIDDLE NAME              | SUFFIX |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                       |                     |   |   |
| 3c. MAILING ADDRESS  100 Allegheny Center Mall                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | CITY  Pittsburgh                                           | STATE  PA                | POSTAL CODE  15212 | COUNTRY  USA |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                       |                     |   |   |
| 4.  This  FINANCING STATEMENT covers the following collateral:

This financing statement is filed to reflect that  Debtor has no legal or equitable property interest in the gas delivered to  Debtor by Secured Party under the Amended Maytown Agreement, other than the  gas that is recovered as plant products at the Maytown plant.  Equitable has an ownership interest in the  gas delivered to the Maytown Plant and to 86.75% of the proceeds from the  sale of plant products under the Amended Maytown Agreement.

 

As used herein, “Amended Maytown Agreement” shall  mean the Gas Processing Agreement (Maytown), between Secured Party and  Debtor, dated May 16, 1999, as amended. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                            |                          |  |  |  |  |  |  |  |

 

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| 5.  ALTERNATIVE  DESIGNATION [if applicable]: LESSEE/LESSOR   CONSIGNEE/CONSIGNOR  X BAILEE/BAILOR SELLER/BUYER   AG. LIEN    NON-UCC FILING                                                                                                                                                                                                                                                                                                                                                       |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 6.  This FINANCING STATEMENT is to be filed [for  record] (or recorded) in the REAL ESTATE RECORDS.  Attach  Addendum                                                                 [if applicable] |   | 7. Check to REQUEST  SEARCH REPORT(S) on Debtors(s)  All  Debtors  Debtor 1  Debtor 2 [ADDITIONAL FEE]                                  [optional] |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |   |
| 8. OPTIONAL FILER REFERENCE DATA  Filed with Delaware Secretary of State                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |

 

**FILINGOFFICE COPY**– NATIONALUCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02)

 

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