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Exhibit 10.3    
  


FIRST AMENDMENT TO

CREDIT AGREEMENT  


        THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of March 28, 2003, among
MARKWEST ENERGY OPERATING COMPANY, L.L.C., a Delaware limited liability company, as borrower (the "Borrower"), the undersigned Guarantors (collectively,
the "Guarantors"), BANK OF AMERICA, N.A., as Administrative Agent for the Lenders parties to the hereinafter defined Credit Agreement (in such capacity,
the "Administrative Agent"), ROYAL BANK OF CANADA, as Successor Administrative Agent and Increasing
Lender (as such terms are defined below), and the undersigned Lenders. 


        Reference
is made to the Credit Agreement dated as of May 20, 2002 (the "Credit Agreement"), among Borrower, MarkWest Energy
Partners, L.P., a Delaware limited partnership, the Administrative Agent, and the Lenders parties thereto. Unless otherwise defined in this Amendment, capitalized terms used herein shall have the
meaning set forth in the Credit Agreement; all section and schedule references herein are to sections and schedules in the Credit Agreement; and all paragraph references herein are to
paragraphs in this Amendment. 


RECITALS


        A.    Pinnacle Natural Gas Company, a Texas corporation, Pinnacle Pipeline Co., a Texas corporation, PNG Transmission
Company, Inc., a Texas corporation, PNG Utility Company, a Texas corporation, Bright Star Gathering, Inc., a Texas corporation, MarkWest Pinnacle L.P., a Texas limited partnership and a
Subsidiary of Borrower ("MW Pinnacle"), MarkWest PNG Utility L.P., a Texas limited partnership and a Subsidiary of Borrower ("MW
PNG"), MarkWest Texas PNG Utility L.P., a Texas limited partnership and a Subsidiary of Borrower ("MW Texas PNG"), and MarkWest
Blackhawk L.P., a Texas limited partnership and a Subsidiary of Borrower ("MW Blackhawk"), have agreed to merge pursuant to and in accordance with that
certain Plan of Merger dated as of March 28, 2003 (the "Pinnacle Merger Agreement"), pursuant to which the assets and liabilities of each of the
foregoing entities shall be allocated and shall vest in accordance with the provisions of Section 2 therein (the merger, consolidation,
allocation of assets and liabilities, and related transactions contemplated by the Pinnacle Merger Agreement are herein called the "Pinnacle Merger"). 


        B.    The Borrower has requested certain amendments to the Credit Agreement in order to facilitate the Pinnacle Merger, which
include, among other things, an increase in the amount of the Commitment of Royal Bank of Canada (the "Increasing Lender") under the Term Loan Facility
by $15,000,000. 


        C.    Subject to the terms and conditions of this Amendment, the Administrative Agent, the Increasing Lender, and the other
Lenders are willing to agree to such amendments. 


        Accordingly,
for adequate and sufficient consideration, the parties hereto agree, as follows: 


        Paragraph 1.    Amendments.    Effective
as of the Effective Date, the Credit Agreement is amended as follows: 



        1.1    Definitions. Section 1.01 is amended
as follows: 




        (a)  Each
of the following definitions is amended in its entirety to read as follows: 





        Agent-Related Persons means the Administrative Agent (including any successor administrative agent) and its Affiliates (including the
officers, directors, employees, agents and attorneys-in-fact of such Persons). 



        L/C Issuer means Royal Bank of Canada in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of
Credit hereunder. 





 



        Midstream Businesses means gathering, transportation, fractionation, processing, marketing, and storage of natural gas, natural gas
liquids and other liquid hydrocarbons and businesses closely related to the foregoing. 



        Term Loan Commitment means an amount (subject to reduction or cancellation as herein provided) equal to $36,400,000. 




        (b)  The
following definitions are inserted alphabetically into Section 1.1: 





        Blackhawk Pipeline means that certain natural gas pipeline in Hutchinson County, Texas, approximately five (5) miles in length,
connected and transporting gas to the electrical generation plant owned by Borger Energy Associates, LP, known as Blackhawk Station, from the El Paso Pipeline northeast of Borger, Texas. 


        Counterparty Consent means a consent from a counterparty to a pipeline transportation agreement consenting to the Liens granted by the
Collateral Documents and containing such other terms as are satisfactory to the Administrative Agent. 


        First Amendment to Credit Agreement means that certain First Amendment to Credit Agreement dated as of March 28, 2003, among the
Borrower, the Guarantors, Bank of America, N.A., as Administrative Agent, Royal Bank of Canada, as Successor Administrative Agent and Increasing Lender, and the Lenders. 


        Hobbs Pipeline means that certain natural gas pipeline in Lea County, New Mexico, connected and transporting gas to Southwestern Public
Service Company's Cunningham Station, in Section 28, T18S, R36E, NMPM, and Maddox Station in Section 25, T18S, R36E, NMPM, Lea County, New Mexico. 


        Lake Whitney Pipeline means that certain natural gas pipeline lateral in Johnson, Hill and Bosque Counties, Texas, approximately 33 miles
in length, connected and delivering gas to SEI Texas, LP's electrical generation facility located in Bosque County, Texas. 


        MarkWest Merger Subsidiaries means, collectively, MW Pinnacle, MW PNG, MW Texas PNG and MW Blackhawk. 


        MW Blackhawk means MarkWest Blackhawk L.P., a Texas limited partnership. 


        MW GP means MarkWest Texas GP, L.L.C., a Delaware limited liability company. 



        MW Limited means MarkWest Texas Limited, L.L.C., a Delaware limited liability company. 


        MW New Mexico means MarkWest New Mexico L.P., a Texas limited partnership, or any other Subsidiary of the Borrower that owns the Hobbs
Pipeline. 


        MW Pinnacle means MarkWest Pinnacle L.P., a Texas limited partnership. 


        MW PNG means MarkWest PNG Utility L.P., a Texas limited partnership. 


        MW Texas PNG means MarkWest Texas PNG Utility L.P., a Texas limited partnership. 


        Pinnacle Escrow Agreement means that certain Escrow Agreement dated as of March     , 2003, executed by the Borrower, the
MLP, MW GP, MW Limited, each of the MarkWest Merger Subsidiaries, Energy Spectrum Partners LP, PNG Corporation, each of the Pinnacle Merger Subsidiaries, JPMorgan Chase Bank, as Escrow Agent, Royal
Bank of Canada, as Administrative Agent, Land America Title Insurance Company and Union Bank of California. 



        Pinnacle Merger Agreement means the certain Plan of Merger dated as of March 28, 2003, by and among the MarkWest Merger
Subsidiaries and the Pinnacle Merger Subsidiaries. 


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        Pinnacle Purchase Agreement means that certain Purchase Agreement dated as of March 24, 2003, among Energy Spectrum Partners LP, a
Delaware limited partnership, PNG Corporation, a Delaware corporation, MW GP, MW Limited, and the MLP. 



        Pinnacle Merger Subsidiaries means, collectively, Pinnacle Natural Gas Company, a Texas corporation, Pinnacle Pipeline Co., a Texas
corporation, PNG Transmission Company, Inc., a Texas corporation, PNG Utility Company, a Texas corporation, and Bright Star Gathering, Inc., a Texas corporation. 


        Pro Rata Share means, at any date of determination, for any Lender with respect to a particular Facility, the percentage (carried out to
the ninth decimal place) that its Committed Sum for such Facility bears to the aggregate Committed Sums of all Lenders for such Facility. Facility means any of the Acquisition Subfacility, the Working
Capital/Distribution Subfacility, and the Term Loan Facility. 


        Rio Nogales Pipelines means those two natural gas pipeline laterals in Guadalupe and Caldwell Counties, Texas, one approximately
twenty-two (22) miles in length and the other approximately seven (7) miles in length, connected and transporting gas to Rio Nagales Power Project, LP's electrical generation
facility located in or near the city of Seguin, Guadalupe County, Texas. 




        (c)  The
commitment fee set forth in the definition of "Applicable Rate" for Pricing Levels 1 and 2 is amended to be 37.5
basis points. 


        (d)  The
definition of "Letter of Credit Sublimit" is amended by replacing the words "Aggregate Commitments" with "Aggregate
Commitments under the Working Capital/Distribution Subfacility". 





        1.2    Section 2.04.    Section 2.04
is amended by adding a new subsection (f) immediately following Section 2.04(e) to read as
follows: 




        (f)    In
the event that the conditions precedent set forth in the Pinnacle Escrow Agreement for release of the funds escrowed thereunder to the Pinnacle Merger Subsidiaries is
not satisfied within the time period set forth therein, then the Borrower shall make: (a) a mandatory prepayment of Term Loan Principal Debt in the amount of $15,000,000, and (b) a
mandatory prepayment of Revolver Principal Debt under the Acquisition Subfacility in the amount of $24,700,000, provided, that no corresponding reduction in the Revolver Commitment is required by
reason of such prepayment. Amounts received by the Administrative Agent from the Escrow Agent (as defined in the Pinnacle Escrow Agreement) shall be applied to the making of such prepayments. The
mandatory prepayment of Term Loan Principal Debt made pursuant to this subsection shall be applied to Term Loan Principal Debt owed to Royal Bank of Canada, and after such prepayment the
respective Pro Rata Shares of the Term Loan Lenders shall be readjusted to reflect such prepayment. The mandatory prepayment of Revolver Principal Debt made pursuant to this subsection shall be
applied to the Revolver Principal Debt owed to the Revolving Lenders in accordance with their respective Pro Rata Shares. 





        1.3    Section 2.08(b).    The
first sentence of Section 2.08(b)is hereby amended to read as follows: 



        The
Borrower shall pay certain fees to Royal Bank of Canada for its own account, including an agency fee, in the amounts and at the times specified in the letter agreement dated
March 3, 2003 (the "Agent/Arranger Fee Letter"). 


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        1.4    Section 2.14.    Section 2.14
is amended by adding a new subsection (l) immediately following Section 2.14(k) to read as
follows: 




        (l)    Letters
of Credit may be issued only under the Working Capital/Distribution Subfacility, and for purposes of this  Section 2.14, the term "Lenders" shall mean only Lenders with Committed Sums under
the Working Capital/Distribution Subfacility. 






        1.5    Section 6.12(a).    Section 6.12(a)
is hereby amended to read as follows: 




        (a)  Use
the proceeds of the Term Loan Facility (i) on the Conditions Effective Date, to finance the purchase of the Purchased Assets, and (ii) on the Effective
Date (as defined in the First Amendment to Credit Agreement), (A) to make payment of consideration required to be paid pursuant to the Pinnacle Merger Agreement and (B) to refinance
certain Indebtedness of PNG Corporation, a Delaware corporation, and the PNG Group (as defined in the Pinnacle Purchase Agreement), which Indebtedness is assumed by MarkWest Merger Subsidiaries
pursuant to Section 2.2 of the Pinnacle Purchase Agreement. 





        1.6    Section 6.12(b).    Section 6.12(b)
is hereby amended to read as follows: 




        (b)  Use
the proceeds of the Acquisition Subfacility as follows: (i) to finance Acquisitions and Capital Expenditures by the Borrower and its Subsidiaries of Persons
or assets (including without limitation the acquisition by MW New Mexico of the Hobbs Pipeline) subject to compliance with this Agreement, including  Sections 7.02 and 7.10, and (ii) on the Initial Funding Date, the Borrower may request a
Borrowing in an amount not to exceed $5,600,000 to finance a portion of the Purchased Assets; and 






        1.7    Section 6.16(a).    Section 6.16(a)
is hereby amended to read as follows: 




        (a)  The
Borrower and the MLP shall cause the MLP and each Subsidiary of the Borrower and the MLP to take such actions and to execute and deliver such documents and
instruments as the Administrative Agent shall require to ensure that the Administrative Agent on behalf of the Lenders shall, at all times, have received currently effective duly executed Loan
Documents granting Liens and security interests in substantially all of the assets of the MLP and each Subsidiary of the Borrower and the MLP, including all capital stock, partnership, joint venture,
membership interests, or other equity interests; provided,
however that (i) MarkWest Energy Appalachia, L.L.C. shall not be required to grant a Lien on its interests in the Equitable Leases; and (ii) unless otherwise requested by the
Administrative Agent acting upon the direction of the Required Lenders, the MarkWest Merger Subsidiaries shall not be required to grant a Lien on any assets acquired pursuant to and in accordance with
the Pinnacle Merger Agreement, other than assets constituting part of or related to the lateral pipeline transmission systems located in Texas, and the Appleby and Brahaney gas gathering, compressor
and processing pipeline systems, as applicable. 






        1.8    Section 7.04(d).    Section 7.04(d)
is hereby amended to read as follows: 




        (d)  Obligations
(contingent or otherwise) of the Borrower, the MLP or any Subsidiary (other than MW Texas PNG, MW New Mexico, MW PNG, and MW Blackhawk) existing or arising
under any Swap Contract to the extent permitted by Section 7.03; 





        1.9    Section 7.04(e).    Section 7.04(e)
is hereby amended to read as follows: 




        (e)  Indebtedness
of the MLP, the Borrower and their respective Subsidiaries (other than MW Texas PNG, MW New Mexico, MW PNG, and MW Blackhawk) in respect of purchase money
obligations for fixed or capital assets within the limitations set forth in Section 7.01(k); provided,
however, that the aggregate amount of such Indebtedness at any one time outstanding shall not exceed $5,000,000; 




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        1.10    Section 7.04(f).    Section 7.04(f)
is hereby amended to read as follows: 




        (f)    Other
Indebtedness of the MLP, the Borrower and their respective Subsidiaries (other than MW Texas PNG, MW New Mexico, MW PNG and MW Blackhawk) not to exceed $5,000,000
in the aggregate principal amount outstanding at any time. 





        1.11    Section 7.10.    The last
sentence of Section 7.10is hereby amended to read as follows: 



        In
addition to the foregoing, (a) the MLP may not engage in any business other than the ownership of the Borrower and the operation of the MLP, (b) MW Texas PNG may not
engage in any business other than the ownership and operation of the Rio Nogales Pipelines, (c) in the event MW New Mexico acquires the Hobbs Pipeline, MW New Mexico may not engage in any
business other than the ownership and operation of the Hobbs Pipeline, (d) MW Blackhawk may not engage in any business
other than the ownership and operation of the Blackhawk Pipeline, and (e) MW PNG may not engage in any business other than the ownership and operation of the Lake Whitney Pipeline. 



        1.12    Section 7.17.    Article VII
is amended by adding a new Section 7.17 immediately following Section 7.16 to read as
follows: 


        Counterparty Consents.    In the event that the Borrower delivers to the Administrative Agent a Counterparty Consent with
respect to the Blackhawk Pipeline, Hobbs Pipeline, Lake Whitney Pipeline or Rio Nogales Pipeline, the Borrower may, at the time of such delivery of the Counterparty Consent, request that the
parentheticals set forth in Sections 7.04(d), 7.04(e), and  7.04(f), and the
restrictions set forth in Section 7.10, no longer apply to the Subsidiary that
owns such pipeline. Upon receipt of such Counterparty Consent and such request, the Administrative Agent shall issue a notice to the Borrower and the Lenders declaring that from and after the issuance
of such notice, the parentheticals set forth in Sections 7.04(d), 7.04(e), and  7.04(f), and restrictions set forth in Section 7.10, no longer apply to such Subsidiary. 



        1.13    Schedule 2.01.    Schedule 2.01
to the Credit Agreement is hereby replaced in its entirety with Schedule 2.01 attached hereto. 


        1.14    Schedule 10.02 to the Credit
Agreement is hereby replaced in its entirety with Schedule 10.02 attached hereto. 



        1.15    References to $60,000,000.    All
references to "$60,000,000" in the Credit Agreement (including the cover page thereto) and other Loan Documents shall be amended to read "$75,000,000". 


        1.16    References to Bank of
America.    Each reference to "Bank of America" or "Bank of America, N.A." in the definitions of "Base
Rate," "Eurodollar Rate" and "Federal Funds Rate" and in  Sections 2.03(b)
, 9.01(c), 9.09, and
10.07(h) of the Credit Agreement shall be deemed to be a reference to "Royal Bank of Canada". 


        Paragraph 2.    Effective
Date.    This Amendment shall not become effective, and the disbursement of additional Loans under the Term Loan Facility and the Revolver Facility to
finance the purchase of the Pinnacle Assets shall not be made, until the date (such date, the "Effective Date") the Administrative Agent receives all of
the agreements, documents, certificates, instruments, and other items described below, provided that the items described on Attachment A hereto may be
delivered after the Effective Date, but not later than the respective dates for delivery for such items specified on Attachment A): 




        (a)  this
Amendment, executed by the Borrower, the Guarantors, the Increasing Lender and each other Lender; 


        (b)  a
Term Note payable to the order of the Increasing Lender reflecting the Increasing Lender's increased Commitment under the Term Loan Facility; 




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        (c)  counterparts
of the Guaranty, the Pledge and Security Agreement and other Collateral Documents, each executed by MW Pinnacle, MW PNG, MarkWest Texas GP, L.L.C., a
Delaware limited liability company ("MW GP"), MW Texas PNG, MW Blackhawk and MW Texas Limited, L.L.C., a Delaware limited liability company
("MW Limited"), in form and substance satisfactory to the Administrative Agent and the Successor Administrative Agent, which shall be held in escrow by
the Escrow Agent (as defined in the Pinnacle Escrow Agreement) pursuant to the Pinnacle Escrow Agreement, and shall be released therefrom upon satisfaction of the conditions precedent to such release
set forth therein; 


        (d)  from
the Borrower and the existing Guarantors, such certificates of secretary, assistant secretary, manager, or general partner, as applicable, as the Administrative
Agent may require, certifying (i) resolutions of its board of directors, managers or members (or their equivalent) authorizing the execution and performance of this Amendment and the other Loan
Documents which such Person is executing in connection herewith, (ii) the incumbency and signature of the officer executing such documents, and (iii) no change in such Person's
organizational documents since May 20, 2002; 


        (e)  for
each Guarantor formed to consummate the Pinnacle Merger, a certificate of its secretary, assistant secretary, manager or general partner, as applicable, certifying
(i) resolutions of its board of directors, managers or members (or their equivalent) authorizing the execution and performance of this Amendment and the other Loan Documents which such Person
is executing in connection herewith, (ii) the incumbency and signature of the officer executing such documents, and (iii) such Person's organizational documents; 


        (f)    such
other documents and agreements pursuant to Sections 6.15and  6.16 of the Credit Agreement as may be required by, and each in form and
substance satisfactory to, the Administrative Agent and the Successor
Administrative Agent; 


        (g)  legal
opinions from counsel to the Borrower and each Guarantor, in form and substance satisfactory to the Administrative Agent and the Successor Administrative Agent; 


        (h)  a
certificate of the Borrower representing and warranting that (i) the Articles of Merger have been filed with the Secretary of State of the State of Texas;
(ii) such Articles of Merger were previously approved or otherwise pre-cleared by the Secretary of State of the State of Texas; (iii) the only outstanding condition to the
consummation of the Pinnacle Merger is the issuance of the Certificates of Merger by the Secretary of State of the State of Texas; (iv) upon the issuance of the Certificates of Merger by the
Secretary of State of the State of Texas, the Pinnacle Merger will be consummated in accordance with the terms of the Pinnacle Merger Agreement and in accordance with applicable Laws, without waiver
of any of the conditions precedent to such closing set forth in the Pinnacle Merger Agreement; (v) the consideration paid by the Borrower in connection with the Pinnacle Merger does not and
will not exceed $38,500,000 (excluding acquired working capital and fees/expenses associated with the Pinnacle Merger); (vi) all approvals of shareholders and other equity owners required for
consummation of the Pinnacle Merger have been obtained; (vii) all material third party approvals required for consummation of the Pinnacle Merger have been obtained; (viii) no approval
of or filing with any Governmental Authority is required in connection with the Pinnacle Merger except for reporting requirements of the Securities and Exchange Commission under the Securities
Exchange Act of 1934; (ix) both before and after giving effect to the Pinnacle Merger, there has been no event or circumstance that has or could reasonably be expected to have a material
adverse change in the business, assets, liabilities (actual or condition), operations, condition (financial or otherwise) or prospects of the Borrower, any Guarantor, or any of the businesses, assets
or liabilities acquired or assumed by the Borrower or its Subsidiaries in connection with the Pinnacle Merger; and (x) there is not 




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any action, suit, investigation or proceeding pending or threatened in any court or before any arbitrator or governmental authority by or against the Borrower, any Guarantor, the MLP's General
Partner, any party to the Pinnacle Merger Agreement, or any of their respective properties, that (a) contests or seeks to adversely affect the Pinnacle Merger, or (b) could reasonably be
expected to materially and adversely affect the Borrower or any Guarantor, or (c) seeks to affect or pertains to any transaction contemplated hereby or contemplated by the Pinnacle Merger
Agreement or the ability of the Borrower or any Guarantor to perform its obligations under any Loan Document; 


        (i)    receipt
of (i) the First Amendment to Fifth Amended and Restated Credit Agreement dated as of the Effective Date, executed by MarkWest Hydrocarbon, Inc., a
Delaware corporation, as borrower, Bank of America, N.A., as administrative agent, and the "Required Lenders" parties thereto, and (ii) the First Amendment to Amended and Restated Credit
Agreement dated as of the Effective Date, executed by MarkWest Resources Canada Corp., an Alberta corporation, as borrower, the guarantors parties thereto, Bank of America, N.A., as administrative
agent, and the "Required Lenders" parties thereto; 


        (j)    fees
and expenses required to be paid pursuant to Paragraph 6of this Amendment, to the extent invoiced prior to
the Effective Date; and 


        (k)  such
other assurances, certificates, documents and consents as the Administrative Agent or the Successor Administrative Agent may require. 





        Paragraph 3.    Post-Closing Items; Waiver of MW New Mexico
Deliverables.    (a) The Borrower agrees to deliver the documents and other items described in Attachment
A attached hereto, and to take the other actions described in Attachment A, not later than the dates set forth in  Attachment
A. At the Successor Administrative Agent's request, Borrower agrees to deliver to the Successor Administrative Agent such information,
reports, and documents, and do all other acts or things, as the Successor Administrative Agent may request in order to evidence, perfect, continue, or preserve the priority of the Liens and security
interests in the Collateral or to supplement or correct any information, report, document, or certificate delivered to the Administrative Agent or the Successor Administrative Agent at any time prior
to the Effective Date or in connection with the delivery of the documents and other items set forth on Attachment A hereto. 




        (b)  Each
Lender hereby waives delivery by MW New Mexico of a Guaranty, Security Agreement and other Collateral Documents as otherwise required pursuant to  Sections 6.15 and 6.16 of the Credit Agreement until such time as MW New Mexico owns or otherwise
acquires any asset. MW New Mexico acknowledges that upon the acquisition by MW New Mexico of any asset, it shall deliver the applicable documents required to be delivered pursuant to such
sections concurrently with such acquisition. 





        Paragraph 4.    Acknowledgment and
Ratification.    As a material inducement to the Administrative Agent and the Lenders to execute and deliver this Amendment, (a) each of the
Borrower and the Guarantors (i) consents to the agreements in this Amendment, (ii) agrees and acknowledges that the execution, delivery, and performance of this Amendment shall in no way
release, diminish, impair, reduce, or otherwise affect the respective obligations of the Borrower or any Guarantor under the Loan Documents to which it is a party, which Loan Documents shall remain in
full force and effect, and all rights thereunder are hereby ratified and confirmed, and (b) each MarkWest Merger Subsidiary acknowledges that it is an "OLLC Subsidiary" as defined in the
Agreement Regarding Collateral and agrees to the terms, conditions, and agreements set forth therein as if an original party thereto. 


        Paragraph 5.    Representations.    As
a material inducement to the Administrative Agent and the Lenders to execute and deliver this Amendment, each of the Borrower and the Guarantors represents and warrants to the Administrative Agent and
the Lenders that as of the Effective Date of this 


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Amendment and as of the date of execution of this Amendment, (a) all representations and warranties in the Loan Documents are true and correct in all material respects as though made on the
date hereof, except to the extent that any of them speak to a different specific date, and (b) no Default or Event of Default exists. 



        Paragraph 6.    Expenses; Funding
Losses.    The Borrower shall pay on demand all costs, fees, and expenses paid or incurred by each of the Administrative Agent and the Successor
Administrative Agent incident to this Amendment, including, without limitation, Attorney Costs in connection with the negotiation, preparation, delivery, and execution of this Amendment and any
related documents, filing and recording costs, and the costs of title insurance endorsements. The Borrower shall also pay on demand all funding losses incurred by the Lenders in connection with the
conversion of existing Term Loans on the Effective Date. 


        Paragraph 7.    Permitted Acquisition; Pro Forma Adjustments for Purposes of
Sections 7.15 (a) and (b).    Each of the Lenders (a) acknowledges that it has received a certificate of Responsible Officer of
the Borrower demonstrating pro forma compliance with Sections 7.01, 7.04 and  7.15
of the Credit Agreement as of the closing of the Pinnacle Merger after giving effect thereto and after giving effect to the Indebtedness incurred
in connection therewith (the "Permitted Acquisition Compliance Certificate"), (b) waives the requirement that Borrower deliver the Permitted
Acquisition Compliance Certificate at least fourteen days prior to the Pinnacle Merger, and (c) agrees that for the purposes of determining compliance with  Sections 7.15(a) and
(b), Consolidated EBITDA shall be calculated after giving effect, on a pro
forma basis for the four consecutive fiscal quarters most recently completed, to the Pinnacle Acquisition as if the Pinnacle Merger had occurred on the first day of such period. 



        Paragraph 8.    Brightstar Partnership, L.P., Las Animas Landfill Gas, L.L.C., and
Texana Pipeline Co., J.V.    (a) Notwithstanding anything to the contrary set forth in  Sections 6.15 and 6.16 of the Credit Agreement, Brightstar Partnership, L.P., a Texas limited
partnership ("Brightstar"), shall not be required to execute and deliver a Guaranty or Security Agreement on the Conditions Effective Date; provided
however, that Brightstar shall execute and deliver a Guaranty and Security Agreement, as applicable, if any of the following shall occur: (a) Brightstar's agreement of limited partnership no
longer prohibits it from executing such Guaranty or Security Agreement; (b) as of the last day of any quarter, EBITDA for Brightstar for a period of four fiscal quarters ending on such date
equals more than five percent (5%) of Consolidated EBITDA for such period; or (c) the book value of Brightstar's assets as reflected on the balance sheet of the MLP equals more than five
percent (5%) of the book value of assets of the MLP and its Subsidiaries on a consolidated basis. 




        (b)  Notwithstanding
anything to the contrary set forth in Section 6.16 of the Credit Agreement, MW Pinnacle shall not
be required to pledge its partnership interest in Brightstar; provided however, that MW Pinnacle shall pledge its partnership interest in Brightstar if any of the following shall occur:
(i) Brightstar's agreement of limited partnership no longer prohibits MW Pinnacle's pledge of its partnership interest in Brightstar; (ii) as of the last day of any quarter, EBITDA for
Brightstar for a period of four fiscal quarters ending on such date equals more than five percent (5%) of Consolidated EBITDA for such period; or (iii) the book value of Brightstar's assets as
reflected on the balance sheet of the MLP equals more than five percent (5%) of the book value of assets of the MLP and its Subsidiaries on a consolidated basis. 


        (c)  Notwithstanding
anything to the contrary set forth in Section 6.16 of the Credit Agreement, MW Pinnacle shall not
be required to pledge its limited liability company interest in Las Animas Landfill Gas, L.L.C., a Texas limited liability company ("Las Animas");
provided however, that MW Pinnacle shall pledge its limited liability company interest in Las Animas if any of the following shall occur: (i) Las Animas' limited liability company agreement no
longer prohibits MW Pinnacle's pledge of its limited liability company interest 




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in Las Animas; (ii) as of the last day of any quarter, EBITDA for Las Animas for a period of four fiscal quarters ending on such date as reflected on the financial statements of the MLP equals
more than five percent (5%) of Consolidated EBITDA for such period; or (iii) the book value of MW Pinnacle's equity investment in Las Animas as reflected on the balance sheet of the MLP equals
more
than five percent (5%) of the book value of assets of the MLP and its Subsidiaries on a consolidated basis. 


        (d)  Notwithstanding
anything to the contrary set forth in Section 6.16 of the Credit Agreement, MW Pinnacle shall not
be required to pledge its joint venture interest in Texana Pipeline Co., J.V. ("Texana"); provided however, that MW Pinnacle shall pledge its joint
venture interest in Texana if any of the following shall occur: (i) Texana's joint venture agreement no longer prohibits MW Pinnacle's pledge of its joint venture interest in Texana;
(ii) as of the last day of any quarter, EBITDA for Texana for a period of four fiscal quarters ending on such date as reflected on the financial statements of the MLP equals more than five
percent (5%) of Consolidated EBITDA for such period; or (iii) the book value of MW Pinnacle's equity investment in Texana as reflected on the balance sheet of the MLP equals more than five
percent (5%) of the book value of assets of the MLP and its Subsidiaries on a consolidated basis. 





        As
used in this Paragraph 8, "EBITDA" means an amount equal to the sum of
(a) Consolidated Net Income, (b) Consolidated Interest Charges, (c) the amount of taxes, based on or measured by income, used or included in the determination of such Consolidated
Net Income, (d) the amount of depreciation, depletion, and amortization expense deducted in determining such Consolidated Net Income, and (e) other non-cash charges and
expenses, including, without limitation, non-cash charges and expenses relating to Swap Contracts or resulting from accounting convention changes. 


        Paragraph 9.    L/C
Issuer.    (a) Bank of America hereby withdraws as L/C Issuer under the Credit Agreement, (b) the Borrower and the Lenders consent to
such withdrawal, (c) Royal Bank of Canada is hereby named successor L/C Issuer under the Credit Agreement (in such capacity, the "Successor L/C
Issuer"), and (d) the Borrower and the Lenders consent to the appointment of the Successor L/C Issuer as "L/C Issuer" under the Credit Agreement. 


        Paragraph 10.    Resignation of Administrative Agent; Appointment of Successor
Administrative Agent; Assignment.




        (a)  Pursuant
to and in accordance with Section 9.10 of the Credit Agreement, effective upon the Effective Date,
(i) Bank of America resigns as Administrative Agent under the Credit Agreement, (ii) the Borrower and the Lenders waive the requirement of 30 days prior notice of such
resignation, (iii) Royal Bank of Canada is appointed successor administrative agent for the Lenders under the Credit Agreement (in such capacity, the "Successor
Administrative Agent"), (iv) the Borrower consents to the appointment of the Successor Administrative Agent as "Administrative Agent" under the Credit Agreement, and
(v) Royal Bank of Canada accepts its appointment as Successor Administrative Agent, and Bank of America is relieved of all duties and obligations as Administrative Agent. 



        (b)  Effective
as of the Effective Date, Bank of America assigns all of the liens held by it in its capacity as Administrative Agent to Royal Bank of Canada, as Successor
Administrative Agent. The Lenders
authorize Bank of America to execute such documents as may be required to effectuate such assignment. 


        (c)  Bank
of America's rights to be indemnified and to be reimbursed for costs pursuant to the Credit Agreement, including  Sections 9.08, 10.04
and 10.05, shall extend to
actions taken in its capacity as retiring Administrative Agent. 




9





 







        Paragraph 11.    Pinnacle Loan Documents; Assignment of Notes and
Liens.    Reference is made to that certain Assignment of Debt, Documents and Liens and Partial Release Agreement dated of even date herewith, entered
into between Union Bank of California, as assignor, and the Successor Administrative Agent, as assignee (the "Assignment of Notes and Liens"). Each of
the Borrower, MW GP, MW Limited, and the MarkWest Merger Subsidiaries (a) consents to the execution and delivery of the Assignment of Notes and Liens, and the assignment of the liens and
security interests to the Successor Administrative Agent as contemplated therein, (b) represents that it is not aware of any claims or causes of actions against Union Bank of California under
the Credit Agreement (as defined in the Assignment of Notes and Liens), the Notes (as defined in the Assignment of Notes and Liens), any Guaranty (as defined in the Assignment of Notes and Liens), the
Security Documents (as defined in the Assignment of Notes and Liens), or any other document executed in connection therewith (collectively, the "Pinnacle Loan
Documents"), and that it has no claims, causes of actions, or offset rights against Union Bank of California under any of the Pinnacle Loan Documents, (c) hereby
releases, discharges and acquits forever the Administrative Agent, the Successor Administrative Agent, the L/C Issuer, the Successor L/C Issuer, the Lenders, and each of their respective officers,
trustees, agents, employees and counsel (in each case, past, present or future) from any and all liabilities, claims, defenses, demands, actions, causes of action, judgments, deficiencies, interest,
liens, costs, or expenses (including court costs, penalties, attorneys' fees and disbursements and amounts paid in settlement) of any kind and character whatsoever, including claims for usury, breach
of contract, breach of commitment, negligent misrepresentation or failure to act in good faith, in each case whether now known or unknown, suspected or unsuspected, asserted or unasserted or primary
or contingent, and whether arising out of written documents, underwritten undertakings, course of conduct, tort, violations of laws or regulations or otherwise, with respect to the Pinnacle Loan
Documents and the transactions arising or contemplated thereunder, existing as of or arising on or prior to the Effective Date, (d) agrees and acknowledges that advances under the Notes are in
partial renewal, extension and modification of, but not in novation or discharge of, the indebtedness evidenced by the promissory notes delivered under the Pinnacle Loan Documents, and
(e) agrees and acknowledges that the execution, delivery, and performance of this Amendment shall in no way release, diminish, impair, reduce, or otherwise affect its obligations under the
Pinnacle Loan Documents to which it or any predecessor in interest is a party, which Pinnacle Loan Documents shall remain in full force and effect, as amended by the Loan Documents. 



        Paragraph 12.    Escrow
Agreement.    Each of the Lenders (a) authorizes the Administrative Agent to execute and deliver, on its behalf, the Pinnacle Escrow Agreement
substantially in the form of Attachment B attached hereto, (b) agrees to be bound by the terms and conditions set forth in the Pinnacle Escrow
Agreement as if a party thereto. The parties hereto agree that the proceeds of the Loans made on the
Effective Date for the purpose of funding the Pinnacle Merger shall be disbursed to the Escrow Agent (as defined in the Pinnacle Escrow Agreement) to be held pursuant to the Pinnacle Escrow Agreement. 



        Paragraph 13.    Miscellaneous.    This
Amendment is a "Loan Document"referred to in the Credit Agreement. The provisions relating to Loan
Documents in Article X of the Credit Agreement are incorporated in this Amendment by reference. Unless stated otherwise (a) the singular
number includes the plural and vice versa and words of any gender include each other gender, in each case, as appropriate, (b) headings and
captions may not be construed in interpreting provisions, (c) this Amendment must be construed, and its performance enforced, under Texas law and applicable U.S. federal law, (d) if any
part of this Amendment is for any reason found to be unenforceable, all other portions of it nevertheless remain enforceable, and (e) this Amendment may be executed in any number of
counterparts with the same effect as if all signatories had signed the same document, and all of those counterparts must be construed together to constitute the same document. 


10





 



        Paragraph 14.    Entire
Agreement.    THIS AMENDMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES ABOUT THE SUBJECT MATTER OF THIS AMENDMENT AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


        Paragraph 15.    Parties.    This
Amendment binds and inures to the benefit of the Borrower, the Guarantors, the Administrative Agent, the Successor Administrative Agent, the Increasing Lender, the other Lenders, and their respective
successors and assigns. 


        Paragraph 16.    Further
Assurances.    The parties hereto each agree to execute from time to time such further documents as may be necessary to implement the terms of this
Agreement. 


        The
parties hereto have executed this Amendment in multiple counterparts to be effective as of the Effective Date. 


Remainder of Page Intentionally Blank.

Signature Pages to Follow.  


11





 


	 	 	MARKWEST ENERGY OPERATING COMPANY,

L.L.C., a Delaware limited liability company, as

Borrower
	

 	
 	

By:	

MarkWest Energy Partners, L.P.

its sole Member
	

 	
 	

By:	

MarkWest Energy GP, L.L.C.,

its General Partner
	

 	
 	

By:	

 Name:

Title:
	

 	
 	

MARKWEST ENERGY PARTNERS, L.P., a Delaware limited partnership, as a Guarantor
	

 	
 	

By:	

MarkWest Energy GP, L.L.C.,

its General Partner
	

 	
 	

By:	

 Name:

Title:
	

 	
 	

MARKWEST PINNACLE L.P., a Texas limited partnership, as Guarantor
	

 	
 	

By:	

MarkWest Texas GP, L.L.C.,

its General Partner
	

 	
 	

By:	

MarkWest Energy Operating Company,

L.L.C., its sole Member
	

 	
 	

By:	

MarkWest Energy Partners, L.P.

its sole Member
	

 	
 	

By:	

MarkWest Energy GP, L.L.C.,

its General Partner
	

 	
 	

By:	

 Name:

Title:




12





 

	

 	
 	

MARKWEST PNG UTILITY, L.P., a Texas limited partnership, as a Guarantor
	

 	
 	

By:	

MarkWest Texas GP, L.L.C.,

its General Partner
	

 	
 	

By:	

MarkWest Energy Operating Company,

L.L.C., its sole Member
	

 	
 	

By:	

MarkWest Energy Partners, L.P.

its sole Member
	

 	
 	

By:	

MarkWest Energy GP, L.L.C.,

its General Partner
	

 	
 	

By:	

 Name:

Title:
	

 	
 	

MARKWEST TEXAS PNG UTILITY L.P., a Texas limited partnership, as a Guarantor
	

 	
 	

By:	

MarkWest Texas GP, L.L.C.,

its General Partner
	

 	
 	

By:	

MarkWest Energy Operating Company,

L.L.C., its sole Member
	

 	
 	

By:	

MarkWest Energy Partners, L.P.

its sole Member
	

 	
 	

By:	

MarkWest Energy GP, L.L.C.,

its General Partner
	

 	
 	

By:	

 Name:

Title:



13





 

	

 	
 	

MARKWEST BLACKHAWK L.P., a Texas limited partnership, as a Guarantor
	

 	
 	

By:	

MarkWest Texas GP, L.L.C.,

its General Partner
	

 	
 	

By:	

MarkWest Energy Operating Company,

L.L.C., its sole Member
	

 	
 	

By:	

MarkWest Energy Partners, L.P.

its sole Member
	

 	
 	

By:	

MarkWest Energy GP, L.L.C.,

its General Partner
	

 	
 	

By:	

 Name:

Title:
	

 	
 	

MARKWEST TEXAS GP, L.L.C., a Delaware limited liability company, as a Guarantor
	

 	
 	

By:	

MarkWest Energy Operating Company,

L.L.C., its sole Member
	

 	
 	

By:	

MarkWest Energy Partners, L.P.

its sole Member
	

 	
 	

By:	

MarkWest Energy GP, L.L.C.,

its General Partner
	

 	
 	

By:	

 Name:

Title:



14





 

	

 	
 	

MW TEXAS LIMITED, L.L.C., a Delaware limited liability company, as a Guarantor
	

 	
 	

By:	

MarkWest Energy Operating Company,

L.L.C., its sole Member
	

 	
 	

By:	

MarkWest Energy Partners, L.P.

its sole Member
	

 	
 	

By:	

MarkWest Energy GP, L.L.C.,

its General Partner
	

 	
 	

By:	

 Name:

Title:



15





 

	

 	
 	

BANK OF AMERICA, N.A., as resigning

Administrative Agent, resigning L/C Issuer

and a Lender
	

 	
 	

By:	

 Richard L. Stein

Principal



16





 

	

 	
 	

ROYAL BANK OF CANADA, as Successor

Administrative Agent
	

 	
 	

By:	

 Name:

Title:
	

 	
 	

ROYAL BANK OF CANADA, as Lender,

Increasing Lender and L/C Issuer
	

 	
 	

By:	

 Jason York

Manager



17





 

	

 	
 	

FORTIS CAPITAL CORP., as a Lender
	

 	
 	

By:	

 Name:

Title:
	

 	
 	

By:	

 Name:

Title:



18





 

	

 	
 	

WELLS FARGO BANK, N.A. as a Lender
	

 	
 	

By:	

 Name:

Title:



19





 

	

 	
 	

U. S. BANK, NATIONAL ASSOCIATION,

as a Lender
	

 	
 	

By:	

 Name:

Title:



20





 

	

 	
 	

BANK OF OKLAHOMA, N.A., as a Lender
	

 	
 	

By:	

 Name:

Title:




21









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Exhibit 10.3