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  Exhibit 10.41    
    


SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPERATELY FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**).


 AMENDMENT TO

RAW PRODUCT PURCHASE AGREEMENT  


This
Amendment to the Raw Product Purchase Agreement (the "Amendment") is made and entered into effective as of December 1, 2009 (the
"Effective Date") by and between Targa Liquids Marketing and Trade ("Targa"),
successor-in-interest to Dynegy Liquids Marketing and Trade, and MarkWest Energy East Texas Gas Company, L.L.C. ("MarkWest"),
successor-in-interest to MarkWest Energy East Texas Gas Company, L.P. Targa and MarkWest may be referred to collectively as the "Parties" or singularly as a "Party". 


 RECITALS: 


        WHEREAS,
the Parties entered into that certain Raw Product Purchase Agreement (the "Agreement") dated
February 11, 2005, with an effective start date on December 1, 2005; and 


        WHEREAS,
the Parties wish to amend certain provisions of the Agreement. 


        NOW
THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 


        1.     Paragraph 1
("Term") of the first page of the Agreement shall be amended by deleting that paragraph in its entirety and replacing it with the
following: 




	1.
	Term:
Targa will purchase and MarkWest will sell ** barrels per day ("bpd") of "on-spec" NGL Raw
Product that MarkWest delivers to the West Texas LPG Pipeline, during a period of ten years commencing December 1, 2005 (the "Primary Term"), and shall continue the purchase and sale of
such Raw Product from year to year thereafter unless and until canceled by either Party hereto at the end of the Primary Term or any yearly anniversary thereafter by either Party giving notice to the
other Party not less than ninety (90) days prior to the end of the Primary Term or subsequent yearly period, as applicable, of its intent to cancel this Agreement. 





        2.     "Approx.
Volume" in Paragraph 2 of the first page of the Agreement shall be revised to read "** barrels per day." 



        3.     "Attachment
A—Volumes, Pricing and Special Terms" shall be amended effective as of December 1, 2009, by deleting paragraphs A, B, and C in their
entirety and replacing paragraphs A and B with the following (paragraph C will be deleted and not replaced): 



	A.
	Delivery Obligations & Volume:



	1.
	MarkWest
agrees to sell and deliver to Targa and Targa agrees to purchase and accept, subject to Attachment B, Sections 9 and 10, Raw Product (as such
term is defined in Attachment B) delivered by MarkWest to the West Texas LPG Pipeline.



	2.
	The
daily volume of Raw Product to be purchased and accepted hereunder shall be an amount ** barrels per day
("bpd") (calculated as a monthly average). The ** bpd shall be **. Deliveries of Raw Product shall be on
a ratable basis.



	3.
	MarkWest
and Targa agree that the Pricing provisions contained in paragraph B of this Attachment A shall be based upon the implementation of  ** as defined in Section A.2 above. 











 


	4.
	If
MarkWest fails to deliver ** in any calendar year, but adjusted for a partial year in 2015, MarkWest shall  ** March 1 of the following year
** as follows: 







**


There
will be **. 


	a.
	It
is understood and agreed that in addition to meeting the product specifications referenced in Section 9 of Attachment B (Quality and Testing), such
Raw Product sold to Targa under this Agreement shall contain no concentrations of any substance or contaminants that would make the natural gas liquid products fractionated from such Raw Product
stream commercially unacceptable in general industry application. The Parties shall use commercially reasonable efforts to nominate, deliver and receive, as applicable, Raw Product on a generally
ratable basis each day during the term hereof. However, the Parties recognize that variations between the volumes that are nominated, taken and/or delivered may occur.


 




	B.
	Pricing:



For
the Raw Product delivered hereunder, Targa shall pay to MarkWest a purchase price ("Price") equal to the applicable OPIS Monthly Index (as defined
in Subsection B.1 below) for each gallon of each NGL Component (as such term is defined in Attachment B and as reported on end-of-the-month report from WTPL)
contained therein less (i) Transportation Costs (as defined in Subsection B.2 below) and (ii) Fractionation Costs (as defined in Subsection B.3 below). 



	1.
	OPIS Monthly Index means the monthly average of the daily high and low prices per gallon, for the month of
delivery, as quoted by the Oil Price Information Service ("OPIS") for ** under  ** using (i) the
** for the propane, isobutane, normal butane, and natural gasoline NGL
Components; and (ii) the ** for the ethane NGL Component. Should any of the indices referenced herein be discontinued, the Parties shall mutually
agree upon a comparable successor index and/or publication.



	2.
	Transportation Costs shall mean the total transportation costs incurred by Targa or its designee  **
from the ** to **; including, without limitation,
** in connection with such transportation, including charges imposed for **, and charges assessed by  **.
Targa or its designee shall be the shipper on WTPL and will therefore ** as well as  **. 




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	3.
	Fractionation Costs shall be calculated on a monthly basis in cents per gallon using the following
formula**: 








**


Where:






 






 



					
	 	 	Gas Price =	 	The ** as published in the first issue INSIDE F.E.R.C.'s GAS MARKET REPORT, for natural gas for the month in which the Fractionation Fee is being computed in dollars per
million British thermal units ($/mmBtu)
	

 	
 	
Elec =	
 	
The combined average cost of purchased electricity, in cents per kilowatt hour, at ** during the preceding month
	

 	
 	
CPIU =	
 	
The latest available Consumer Price Index, all Urban Consumers ("CPIU), U.S. city average, All Items, 1982-84 = 100 (Unadjusted) as published by the United States Bureau of Labor Statistics (the "BLS") or any
successor agency thereto ("CPI-Index"). The CPIU Index shall be taken from the data published by the BLS either electronically at its then current internet site or as same is published in hardcopy form.




 

         4.     "Attachment
A—Volumes, Pricing and Special Terms" shall be further amended effective December 1, 2009, by adding the following sentence to the end of
paragraph F ("Adequate Assurance"): 



Notwithstanding
the foregoing, MarkWest shall not be deemed to have reasonable grounds for insecurity unless a material adverse change takes place with respect to Targa or Targa's guarantor's
creditworthiness after December 1, 2009. In the event that MarkWest requests Adequate Assurance ** in the form of a letter of credit, then Targa
shall provide such letter of credit **. 




        5.     "Attachment
B—General Terms and Conditions" shall be amended by deleting paragraph D in Section 1 and replacing it with the
following: 



	D.
	"Raw Product" shall mean a mixture of liquid hydrocarbons subject to the specifications contained in
Attachment B, Section 9.






	6.
	"Attachment
B—General Terms and Conditions" shall be amended by adding the following definition to Section 1
("Definitions"):



	G.
	"Plant" shall mean MarkWest's East Texas Carthage processing facilities in their entirety as now or in the
future changed, modified, supplemented, replaced, expanded, etc. 






        7.     "Attachment
B—General Terms and Conditions" shall be amended by adding a second paragraph to Section 17 as follows: 



Notwithstanding
anything contained in this Agreement to the contrary, ** in the event there is an enactment of, or change in, any law or regulation
after January 1, 2010 that results in a governmental authority requiring either Party to hold or acquire emission allowances or their equivalent related to the carbon dioxide content or
emissions or the greenhouse gas content or emissions (collectively "New GHG Laws") attributable to ** natural gas liquids ("NGLs") sold by MarkWest to
Targa and/or the transportation, fractionation and/or storage of such ** NGLs, then the Parties agree to meet and negotiate in good faith to determine
an equitable allocation of the new requirements to acquire such emission allowances or their equivalent **. If the Parties, after reasonable efforts and
negotiating in good faith to arrive at an equitable allocation of any new requirements to acquire such emission allowances or their equivalents **, fail
to reach an agreement for such allowances or their equivalents within sixty (60) days after the initial meeting, 



3







 

then
either Party shall have the right to terminate its obligations and rights **, including to sell and deliver or to purchase and receive  ** under this
Agreement, at any time thereafter upon not less than thirty (30) days written notice to the other Party, provided, however, that
such termination date shall not occur or be effective prior to the date that the obligation to incur the costs to acquire such emission allowances or their equivalents under such New GHG Laws, takes
effect and is imposed upon the Party electing to terminate their obligations **.  



	8.
	The
Parties further agree that:




	1.
	All
pricing for fractionation fees on invoices submitted by Targa prior to the Effective Date of this Amendment shall be accepted as accurate and final and
neither Party shall dispute the terms therein.



	2.
	During
the Term of the Agreement, ** with the terms and conditions of  ** as set forth in **, in order to continue
to receive the  ** for ** under the terms of this Agreement. In connection therewith, Targa,  **, is required
to deliver a ** to execute the ** under
the Program for the term of this Agreement. In addition, ** under the Program and, provided that ** the
terms and conditions of the Program **.



	3.
	If
a Party elects to terminate its rights and obligations ** pursuant to paragraph 7 of this
Amendment, then the Agreement shall be deemed to be amended upon the termination effective date, to delete or eliminate all provisions and rights or obligations regarding or applicable  **, including,
but not limited to, modifying ** the Parties' obligations to sell and deliver and to
purchase and receive Raw Product under the Agreement **.







	9.
	Except
as amended herein, all other provisions of the Agreement shall remain in full force and effect. 



        IN
WITNESS WHEREOF, the Parties have each caused their duly authorized representative to execute this Amendment effective as of the Effective Date. 

 






 



							
	 Targa Liquids Marketing and Trade	 	 MarkWest Energy East Texas Gas Company, L.L.C.
	
 By:	
 	
/s/ Michael A. Heim







 	
 	
By:	
 	
/s/ John Mollenkopf






 
	Name:	 	Michael A. Heim	 	Name:	 	John Mollenkopf
	Title:	 	Executive Vice President and COO	 	Title:	 	Senior Vice President and COO




 

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Exhibit 10.41