Exhibit
10.13


 


SERVICES
AGREEMENT


 


THIS SERVICES AGREEMENT,
is made as of January 1, 2004 (the “Agreement”) by and between MARKWEST
ENERGY GP, L.L.C., a Delaware limited liability company (the “General Partner”)
and MARKWEST HYDROCARBON, INC., a Delaware corporation (“Manager”).


 


A.            Pursuant to
Section 7.6(c) of the Amended and Restated Limited Partnership Agreement,
dated May 24, 2002 (the “Partnership Agreement”) of MarkWest Energy Partners,
L.P., a Delaware limited partnership (the “Partnership”), the General Partner
is authorized to enter into an agreement with any of its Affiliates (as defined
in the Partnership Agreement) to render services to any member of the
Partnership Group (as defined in the Partnership Agreement) in the discharge of
its duties as general partner of the Partnership.


 


B.            The General Partner
desires to engage the Manager to render day-to-day operational, management,
accounting, personnel and related administrative services to the Partnership on
the terms and conditions in this Agreement, and the Manager desires to accept
such engagement.


 


NOW THEREFORE, in
consideration of the mutual agreements herein set forth, the parties hereto
agree as follows:


 


1.       DEFINITIONS.  The following terms have the meanings
assigned them:


 


(a)           “Agreement” means this
Services Agreement.


 


(b)           “Board of Directors”
means the Board of Directors of the General Partner.


 


(c)           “Code” means the
Internal Revenue Code of 1986, as amended.


 


(d)           “Conflicts Committee”
shall have the meaning set forth in the Partnership Agreement.


 


(e)           “Exchange Act” shall
mean the Securities Exchange Act of 1934, as amended.


 


(f)            “Governing
Instruments” means, with regard to any entity, the articles of incorporation
and bylaws in the case of a corporation, certificate of limited partnership (if
applicable) and the partnership agreement in the case of a general or limited
partnership or the articles of formation and the operating agreement in the
case of a limited liability company.


 


(g)           “Subsidiary” means any
subsidiary of the Partnership.


 

















 


2.       APPOINTMENT
AND DUTIES OF THE MANAGER.


 


(a)           The General Partner
hereby appoints the Manager to manage the assets of the Partnership consistent
with the terms of the Partnership Agreement and subject to the further terms
and conditions set forth in this Agreement. 
The Manager hereby agrees to use its commercially reasonable efforts to
perform each of the duties set forth herein. The appointment of the Manager
shall be exclusive to the Manager except to the extent that the Manager
otherwise agrees, in its sole and absolute discretion, and except to the extent
that, the Manager elects to cause the duties of the Manager hereunder to be
provided by third parties pursuant to the terms of this Agreement.


 


(b)           The Manager, in its
capacity as manager of the assets and the day-to-day operations of the
Partnership, at all times will be subject to the supervision and oversight of
the Board of Directors and will have only such functions and authority as the
General Partner may delegate to it including, without limitation, the functions
and authority identified herein and delegated to the Manager hereby. The
Manager will be responsible for the day-to-day operations of the Partnership
and will perform (or cause to be performed) such services and activities relating
to the assets and operations of the Partnership as may be appropriate,
including, without limitation:


 


(i)            conducting
a periodic review of acquisition criteria and parameters for acquisitions,
borrowings and operations related thereto and originating acquisition
opportunities;


 


(ii)           investigation,
analysis and selection of acquisition opportunities;


 


(iii)          with
respect to prospective acquisitions or dispositions by the Partnership,
conducting negotiations with sellers and purchasers and their respective agents,
representatives and advisors (including, without limitation, investment
bankers);


 


(iv)          coordinating
and managing operations of any joint venture or co-investment interests held by
the Partnership and conducting all matters with the joint venture or
co-investment partners;


 


(v)           providing
executive and administrative personnel, office space and office services
required in rendering services to the Partnership;


 


(vi)          administering
the day-to-day operations of the Partnership and performing and supervising the
performance of such other administrative functions necessary in the management
of the Partnership as may be agreed upon by the Manager and the Board of
Directors, including, without limitation, the collection of revenues and the
payment of the Partnership’s debts and obligations and maintenance of
appropriate computer services to perform such administrative functions;


 


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(vii)         communicating
on behalf of the Partnership with the holders of any equity or debt securities
of the Partnership as required to satisfy the reporting and other requirements
of any governmental bodies or agencies or trading markets and to maintain
effective relations with such holders;


 


(viii)        counseling
the Partnership regarding the maintenance of its status as a publicly traded
partnership for tax purposes and monitoring compliance with the various tests
and other rules set out in the Code and Treasury Regulations thereunder related
to such status;


 


(ix)           monitoring
the operating performance of the Partnership’s assets and providing periodic
reports with respect thereto to the Board of Directors, including comparative
information with respect to such operating and performance and budgeted or
projected operating results;


 


(x)            investing
and re-investing any moneys and securities of the Partnership (including,
without limitation, investing in short-term investments pending investment in
operational assets, payment of fees, costs and expenses, or payments of
dividends or distributions to partners of the Partnership) and advising the
Partnership as to its capital structure and capital raising;


 


(xi)           assisting
the Partnership to retain qualified accountants and legal counsel, as
applicable, to assist in developing appropriate accounting procedures,
compliance procedures and testing systems with respect to financial reporting
obligations and compliance with the provisions of the Code applicable to
publicly traded partnerships and to conduct quarterly compliance reviews with
respect thereto;


 


(xii)          causing
the Partnership to qualify to do business in all applicable jurisdictions and
to obtain and maintain all appropriate licenses;


 


(xiii)         managing
and administering the Partnership’s rights and obligations under all agreements
with unaffiliated third parties to which the Partnership is a party or by which
the Partnership is bound and monitoring compliance by the Partnership and by
such unaffiliated third parties to such agreements with the terms and
conditions thereof;


 


(xiv)        assisting
the Partnership in complying with all regulatory requirements applicable to the
Partnership in respect of its business activities, including preparing or
causing to be prepared all financial statements required under applicable
regulations and contractual undertakings and all reports and documents required
under the Exchange Act;


 


(xv)         taking all
necessary actions to enable the Partnership to make required tax filings and
reports;


 


(xvi)        handling
and resolving all claims, disputes or controversies (including, without
limitation, all litigation, arbitration, settlement or other


 


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proceedings or
negotiations) with unaffiliated third parties in which the Partnership may be
involved or to which the Partnership may be subject arising out of the
Partnership’s day-to-day operations, subject to such limitations or parameters
as may be imposed from time to time by the Board of Directors;


 


(xvii)       using
commercially reasonable best efforts to cause expenses incurred by or on behalf
of the Partnership to be reasonable or customary and within any budgeted
parameters or expense guidelines as may be set by the Board of Directors from
time to time;


 


(xviii)      performing
such other services as may be required from time to time for management and
other activities relating to the assets of the Partnership as the Board of
Directors shall reasonably request or the Manager shall deem appropriate under
the particular circumstances; and


 


(xix)         using
commercially reasonable best efforts to cause the Partnership to comply with
all applicable laws.


 


(c)           The Manager may retain,
for and on behalf, and at the sole cost and expense, of the Partnership, such
services of accountants, legal counsel, appraisers, insurers, brokers, transfer
agents, registrars, investment banks, financial advisors, banks and other
lenders and others as the Manager deems necessary or advisable in connection
with the management and operations of the Partnership.  The Manager shall also have the right to
cause any of such services as may be appropriate to be rendered by its
employees or affiliates. The Partnership shall pay or reimburse the Manager or
its affiliates performing such services for the cost thereof; provided, that
such costs and reimbursements are reasonable and no greater than those which
would be payable to outside professionals or consultants engaged to perform
such services pursuant to agreements negotiated on an arm’s-length basis.


 


(d)           The Manager shall
prepare, or cause to be prepared, at the sole cost and expense of the
Partnership, all reports, financial or otherwise, with respect to the
Partnership reasonably required by the Board of Directors in order for the
Partnership to comply with its Governing Instruments or any other materials
required to be filed with any governmental body or agency, and shall prepare,
or cause to be prepared, all materials and data necessary to complete such
reports and other materials including, without limitation, an annual audit of
the Partnership’s books of account by a nationally recognized independent
accounting firm selected by the audit committee of the Board of Directors.


 


(e)           The Manager shall keep
a full and complete account of all costs, expenses and expenditures incurred by
it in connection with the provision of services under this Agreement.  To the extent that the Manager engages in
activities other than the discharge of its responsibilities under this
Agreement, the Manager shall separately account for all such costs, expenses and
expenditures and the Partnership shall not be billed for such costs, expenses
and expenditures.


 


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(f)            The Manager shall
prepare regular reports for the Board of Directors to enable the Board of
Directors to review the Partnership’s operations and compliance with the
guidelines and policies approved by the Board of Directors.


 


3.       REPRESENTATIONS
AND WARRANTIES OF THE PARTIES


 


(a)           Each of the General
Partner and the Manager hereby represents, warrants and covenants to the other
and to the Partnership that the following statements are true and correct as of
the date hereof:


 


(i)            Each of
the General Partner and the Manager is duly incorporated, validly existing and
in good standing under the laws of the jurisdiction of its formation; each of
the General Partner and the Manager has full power and authority to execute and
deliver this Agreement and to perform its obligations hereunder;


 


(ii)           Each of
the General Partner and the Manager has duly executed and delivered this
Agreement, and this Agreement constitutes the legal, valid and binding
obligation of such entity, enforceable against such entity in accordance with
its terms (except as such enforcement may be limited by bankruptcy, insolvency
or similar laws of general application and by the effect of general principles
of equity, regardless of whether considered at law or in equity); and


 


(iii)          The
authorization, execution, delivery and performance of this Agreement by each of
the General Partner and the Manager will not result in a breach, default or
violation of the organizational documents of such entity.


 


(b)           If it shall come to the
attention of either party to this Agreement that the representations and
warranties made by such party in this Section 3 have ceased to be true and
correct in all material respects, such party shall promptly notify the other
party and the Partnership of such fact.


 


4.       DEVOTION OF
TIME; ADDITIONAL ACTIVITIES.


 


(a)           The Manager will
provide a dedicated management team, including a Chief Executive Officer and
such other officers and employees as may be deemed necessary by the Manager, to
provide the management services to be provided by the Manager to the
Partnership hereunder, the members of which team shall have as their
responsibility the management of the Partnership and shall devote such of their
time to the management of the Partnership as the Manager or the Board of
Directors reasonably deems necessary and appropriate, commensurate with the
level of activity of the Partnership from time to time.


 


(b)           The Manager hereby
agrees that neither the Manager nor any entity controlled by or under common
control with the Manager shall provide services to any company or other entity
whose business, investment policies, guidelines or plan targets is
substantially similar to that of the Partnership.  The Partnership shall have the benefit of


 


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Manager’s best judgment
and effort in rendering services and, in furtherance of the foregoing, (i) the
Manager shall not undertake activities that, in its judgment, will
substantially adversely affect the performance of its obligations under this
Agreement and (ii) without the written consent of the Conflicts Committee, the
Manager shall not undertake activities that are in competition with any line of
business conducted by the Partnership.


 


(c)           Except to the extent
set forth in Section 4(a) or 4(b) above, nothing herein shall prevent the
Manager or any of its affiliates or any of the officers and employees of any of
the foregoing from engaging in other businesses or from rendering services of
any kind to any other person or entity.


 


(d)           Stockholders, officers,
employees and agents of the Manager or affiliates of the Manager may serve as
directors, officers, employees, agents, nominees or signatories for the
Partnership or any Subsidiary, to the extent permitted by their Governing
Instruments, as from time to time amended, or by any resolutions duly adopted
by the Board of Directors pursuant to the General Partner’s Governing
Instruments.


 


5.       AGENCY.  The Manager shall act as agent of the
Partnership in operating, acquiring, financing and disposing of assets,
disbursing and collecting the Partnership’s funds, paying the debts and
fulfilling the obligations of the Partnership, supervising the performance of
professionals engaged by or on behalf of the Partnership and handling,
prosecuting and settling any claims of or against the Partnership, the Board of
Directors, holders of the Partnership’s securities or the Partnership’s
representatives or properties.


 


6.       BANK
ACCOUNTS. At the direction of the Board of Directors, the Manager may establish
and/or maintain one or more bank accounts in the name of the Partnership or any
Subsidiary (any such account, a “Partnership Account”), and may collect and
deposit funds into any such Partnership Account or Partnership Accounts, and
disburse funds from any such Partnership Account or Partnership Accounts, under
such terms and conditions as the Board of Directors may approve; and the
Manager shall from time to time render appropriate accountings of such
collections and payments to the Board of Directors and, upon request, to the
auditors of the Partnership or any Subsidiary.


 


7.       RECORDS;
CONFIDENTIALITY.  The Manager shall
maintain appropriate books of accounts and records relating to services
performed under this Agreement, and such books of account and records shall be
accessible for inspection by representatives of the Partnership or any
Subsidiary at any time during normal business hours upon one (1) business day’s
advance written notice. The Manager shall keep confidential any and all
information obtained in connection with the services rendered under this
Agreement and shall not disclose any such information to nonaffiliated third
parties except with the prior written consent of the Board of Directors.


 


8.       COMPENSATION.  During the term of this Agreement, the
Manager will receive an annual management fee (the “Management Fee”) equal to
$5,000.


 


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9.       EXPENSES OF
THE PARTNERSHIP.  The Partnership shall
pay all of its expenses and shall reimburse the Manager for documented expenses
of the Manager incurred on its behalf (collectively, the “Expenses”). Expenses
include all costs and expenses which are expressly designated elsewhere in this
Agreement as the Partnership’s, together with the following:


 


(a)           expenses in connection
with the transaction costs incident to the acquisition, disposition and
financing of Partnership assets;


 


(b)           such portion of the
wages and salaries of the Manager’s officers and employees as is directly
proportionate to the amount of working time actually devoted by such officers
and employees to the business and affairs of the Partnership;


 


(c)           travel and other
out-of-pocket expenses incurred by officers, employees and agents of the
Manager in connection with the purchase, financing, refinancing, operating,
sale or other disposition of any Partnership asset;


 


(d)           costs of legal,
accounting, tax, auditing, administrative and other similar services rendered
for the Partnership by providers retained by the Manager or, if provided by the
Manager’s employees, the actual expenses incurred but in any event in amounts
that are no greater than those which would be payable to outside professionals
or consultants engaged to perform such services pursuant to agreements
negotiated on an arm’s-length basis;


 


(e)           the cost of liability
insurance to indemnify the General Partner’s directors and officers;


 


(f)            compensation and
expenses of the Partnership’s custodian and transfer agent, if any;


 


(g)           costs associated with
the establishment and maintenance of any credit facilities and other
indebtedness of the Partnership (including commitment fees, legal fees, closing
and other costs) or with any securities offerings of the Partnership;


 


(h)           costs associated with
any computer software or hardware that is used for the Partnership;


 


(i)            costs and expenses
incurred in contracting with third parties, including affiliates of the
Manager, for the operation of assets of the Partnership;


 


(j)            all other costs and
expenses relating to the Partnership’s business and operations fees;


 


(k)           all insurance costs
incurred in connection with the operation of the Partnership’s business except
for the costs attributable to the insurance that the Manager elects to carry
for itself and its employees;


 


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(l)            expenses relating to
any office or office facilities maintained for the Partnership separate from
the office or offices of the Manager;


 


(m)          a proportionate
allocation of expenses related to any office or office maintained by the
Manager and used to conduct the business and affairs of the Partnership;


 


(n)           expenses connected with
the payments of interest, dividends or distributions in cash or any other form
made or caused to be made by the Board of Directors to or on account of the
holders of securities of the Partnership or its Subsidiaries;


 


(o)           expenses connected with
communications to holders of securities of the Partnership or its Subsidiaries
and other bookkeeping and clerical work necessary in maintaining relations with
holders of such securities and in complying with the continuous reporting and
other requirements of governmental bodies or agencies, including, without
limitation, all costs of preparing and filing required reports with the
Securities and Exchange Commission, the costs payable by the Partnership to any
transfer agent and registrar in connection with the listing and/or trading of
the Partnership’s units on any exchange, the fees payable by the Partnership to
any such exchange in connection with its listing, costs of preparing, printing
and mailing the Partnership’s annual report to its unitholders; and


 


(p)           all other expenses
actually incurred by the Manager which are reasonably necessary for the
performance by the Manager of its duties and functions under this Agreement.


 


The Partnership have no
obligation to reimburse the Manager for any expenses incurred by the Manager
other than the those set forth in the foregoing paragraphs (a) through (p).


 


10.     CALCULATIONS OF
EXPENSES.  The Manager shall prepare a
statement documenting the Expenses incurred by the Manager on behalf of the
Partnership during each calendar month, and shall deliver such statement to the
Partnership within 20 days after the end of each calendar month. Expenses
incurred by the Manager on behalf of the Partnership shall be reimbursed
monthly to the Manager on the first business day of the month immediately
following the date of delivery of such statement.


 


11.     LIMITS OF
MANAGER RESPONSIBILITY; INDEMNIFICATION.


 


(a)           The Manager assumes no
responsibility under this Agreement other than to render the services called
for under this Agreement in good faith and shall not be responsible for any
action of the Board of Directors in following or declining to follow any advice
or recommendations of the Manager. The Manager, its stockholders, directors,
officers and employees will not be liable to the Partnership or any Subsidiary,
to the Board of Directors, or the Partnership’s or any Subsidiary’s
equityholders or partners for any acts or omissions by the Manager, its
stockholders, directors, officers or employees, pursuant to or in accordance
with this Agreement, except by reason of acts constituting bad faith, willful
misconduct, gross negligence or reckless disregard of the


 


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Manager’s duties under
this Agreement. The Partnership shall, to the full extent lawful, reimburse,
indemnify and hold the Manager and its stockholders, directors, officers and
employees (each, an “Indemnified Party”), harmless of and from any and all
expenses, losses, damages, liabilities, demands, charges and claims of any
nature whatsoever (including attorneys’ fees) in respect of or arising from any
acts or omissions of such Indemnified Party made in good faith in the
performance of the Manager’s duties under this Agreement and not constituting
such Indemnified Party’s bad faith, willful misconduct, gross negligence or
reckless disregard of the Manager’s duties under this Agreement.   Notwithstanding the foregoing provisions of
this paragraph (a), the Partnership shall not be obligated to reimburse,
indemnify and hold any Indemnified Party harmless if such indemnification would
not be permitted under the terms and provisions of Partnership Agreement.


 


(b)           The Manager shall, to
the full extent lawful, reimburse, indemnify and hold the Partnership, its
partners, the General Partner, its officers and employees and each other
Person, if any, controlling the Partnership (each, a “Partnership Indemnified
Party”), harmless of and from any and all expenses, losses, damages,
liabilities, demands, charges and claims of any nature whatsoever (including
attorneys’ fees) in respect of or arising from the Manager’s bad faith, willful
misconduct, gross negligence or reckless disregard of its duties under this
Agreement.


 


12.     NO JOINT
VENTURE.  Nothing in this Agreement
shall be construed to make the Partnership and the Manager partners or joint
venturers or impose any liability as such on either of them.


 


13.     TERM;
TERMINATION AND RENEWAL.


 


(a)           This Agreement shall
become effective as of January 1, 2004 and shall have a one-year term,
remaining in full force and effect through and until December 31,
2004.  This Agreement shall terminate as
of such year-end unless renewed by the Board of Directors (with the approval of
the Conflicts Committee) pursuant to Section 13(b) below.  Upon any such renewal, this Agreement shall
be renewed for a successive one-year term and terminate at the end thereof,
unless subsequently renewed by the Board of Directors (with the approval of the
Conflicts Committee) pursuant to Section 13(b) below.  This Agreement may be terminated by either
party prior to expiration of its term pursuant to Section 15 below.


 


(b)           If the Board of
Directors (with the approval of the Conflicts Committee) elects to renew this
Agreement at the expiration of the original term, or any succeeding one-year
term after such renewal as set forth in Section 13(a) above, the Board of
Directors shall deliver to the Manager prior written notice of its intention to
renew this Agreement not less than 60 days prior to the expiration of the then
existing term.  If the Board of
Directors (with the approval of the Conflicts Committee) elects not to renew
this Agreement pursuant to this Section 13(b), the Agreement shall
terminate upon the expiration of the then existing term, and the Manager shall
cease to provide services under this Agreement as of such date.


 


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(c)           If the Manager elects
not to renew this Agreement at the expiration of the original term or any such
one-year extension term as set forth in Section 13(a) above, the Manager
shall deliver to the General Partner prior written notice not less than 60 days
prior to the expiration of the then existing term, whereupon this Agreement
shall not be renewed and extended and shall terminate effective on the
anniversary of the date hereof following the delivery of such notice.


 


(d)           If this Agreement is
terminated pursuant to this Section 13, such termination shall be without
any further liability or obligation of either party to the other, subject to
the continuation of  the indemnification
obligations set forth in Section 12 and In addition, Section 11 shall
survive termination of this Agreement.


 


14.     ASSIGNMENT.  This Agreement shall terminate automatically
in the event of its assignment, in whole or in part, by either party, unless
such assignment is consented to in writing by the General Partner after the
prior approval of the Conflicts Committee. 
This Agreement shall not be assigned by the General Partner without the
prior written consent of the Manager.


 


15.     TERMINATION FOR
CAUSE.


 


(a)           The Conflicts Committee
(on behalf of the General Partner) may terminate this Agreement effective upon
30 days prior written notice to the Manager:


 


(i)            upon any
act of fraud, misappropriation of funds, or embezzlement against the
Partnership or other willful violation of this Agreement by the Manager in its
corporate capacity (as distinguished from the acts of any employees of the
Manager which are taken without the complicity of any officer or director of
the Manager) under this Agreement or in the event of any gross negligence on
the part of the Manager in the performance of its duties under this Agreement;


 


(ii)           in the
event that the Manager defaults in the performance or observance of any
material term, condition or covenant contained in this Agreement and such
default shall continue for a period of 30 days after written notice thereof
specifying such default and requesting that the same be remedied is received by
the Manager; or


 


(iii)          if
the Manager (A) files a petition for bankruptcy or otherwise becomes insolvent,
(B) defaults upon (x) any of its outstanding indebtedness or (y) any payment
obligation owing by the Manager (or any affiliate thereof other than a member
of the Partnership Group) to the Partnership (or any other member of the
Partnership Group).


 


(b)           The Manager may
terminate this Agreement effective upon 30 days prior written notice of
termination to the General Partner in the event that the General Partner or the
Partnership defaults in the performance or observance of any material term,
condition or covenant contained in this Agreement and such default shall


 


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continue for a period of
30 days after written notice thereof specifying such default and requesting
that the same be remedied is received by the Board of Directors.


 


(c)           If this Agreement is
terminated pursuant to this Section 15, the provisions of
Section 13(d) above shall apply in the case of such termination.


 


16.     ACTION UPON
TERMINATION.


 


From and after the
effective date of termination of this Agreement, pursuant to Sections 13, 14 or
15, the Manager shall not be entitled to compensation for further services
under this Agreement, but shall be paid all compensation accruing to the date
of termination.  Upon such termination,
the Manager shall forthwith:


 


(a)           after deducting any
accrued compensation and reimbursement for its expenses to which it is then
entitled, pay over to the Partnership all money collected and held for the
account of the Partnership pursuant to this Agreement;


 


(b)           deliver to the Board of
Directors a full accounting, including a statement showing all payments
collected by it and a statement of all money held by it, covering the period
following the date of the last accounting furnished to the Board of Directors
with respect to the Partnership; and


 


(c)           deliver to the Board of
Directors all property and documents of the Partnership or any Subsidiary then
in the custody of the Manager.


 


17.     CONFIDENTIALITY.  During the term of this Agreement, neither
party nor any of their respective Affiliates shall, directly or indirectly,
disclose to any person any information received, obtained or created that is
not in the public domain or generally known in the industry, in any form,
relating to the business and operations of the other party.  Notwithstanding the foregoing, either party
may disclose any information relating to the business and operations of the
other party (upon prior written notice to such other party) if required by law
or applicable stock exchange rule.


 


18.     GENERAL PARTNER
AND CONFLICTS COMMITTEE.


 


(a)           Notwithstanding any
provision in this Agreement, the General Partner is not hereby withdrawing from
the Partnership as a general partner or otherwise.  The General Partner shall remain responsible to the Partnership
for actions taken or omitted by the Manager within the scope of such delegation
as if the General Partner had itself taken or omitted to take any such
actions.  The General Partner’s
responsibility to the Partnership is not expanded or limited by this Agreement
and shall be in effect to the same extent and on the same terms and conditions
as specified in the Partnership Agreement or under Delaware law.  The General Partner shall be entitled to
monitor the Manager’s performance under this Agreement.  The General Partner shall have the right and
power to direct the Manager to take, or to cease from taking, any action that
would constitute a breach of the Partnership Agreement.  The General Partner shall at all times have
access to the books, records and documents of the Partnership and the Manager and


 


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to their officers,
directors and employees to monitor the Manager’s performance under this
Agreement.


 


(b)           The parties acknowledge
that this Agreement has been approved by the Conflicts Committee.   In addition, notwithstanding any other
provision of this Agreement, the parties acknowledge and agree that any
“potential conflict of interest” (within the meaning of the Partnership
Agreement) that arises under this Agreement or as a result of the performance
by the parties of their obligations hereunder (including any action to be taken
by the Board of Directors) shall be resolved in the manner provided in
Section 7.9 of the Partnership Agreement.


 


19.     NOTICES.  Unless expressly provided otherwise in this
Agreement, all notices, requests, demands and other communications required or
permitted under this Agreement shall be in writing and shall be deemed to have
been duly given, made and received when delivered against receipt or upon
actual receipt of (i) personal delivery, (ii) delivery by reputable overnight
courier, (iii) delivery by facsimile transmission against answerback, (iv)
delivery by registered or certified mail, postage prepaid, return receipt
requested, addressed as set forth below:


 


(a)           If to the Partnership
or the General Partner:


 


MarkWest Energy Partners,
L.P. or MarkWest Energy GP, L.L.C.


155 Inverness Drive West,
Suite 200


Englewood, Colorado 80112


Facsimile:  303-290-8769


 


with a
copy to the Chairman of the Conflicts Committee:


 


William
P. Nicoletti


Nicoletti
& Company Inc.


620
Van Beuren Road


Morristown,
NJ 07960


Facsimile:  973-267-9814


 


(b)           If to the Manager:


 


MarkWest
Hydrocarbon, Inc.


155
Inverness Drive West, Suite 200


Englewood,
Colorado 80112


Facsimile:  303-290-8769


 


Either party may alter
the address to which communications or copies are to be sent by giving notice
of such change of address in conformity with the provisions of this
Section 19 for the giving of notice.


 


20.     BINDING NATURE
OF AGREEMENT; SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon and inure to the benefit of
the parties hereto and 


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their respective heirs,
personal representatives, successors and permitted assigns as provided in this
Agreement.


 


21.     ENTIRE
AGREEMENT.  This Agreement contains the
entire agreement and understanding among the parties hereto with respect to the
subject matter of this Agreement, and supersedes all prior and contemporaneous
agreements, understandings, inducements and conditions, express or implied,
oral or written, of any nature whatsoever with respect to the subject matter of
this Agreement. The express terms of this Agreement control and supersede any
course of performance and/or usage of the trade inconsistent with any of the
terms of this Agreement. This Agreement may not be modified or amended other
than by an agreement in writing.


 


22.     CONTROLLING
LAW.  This Agreement and all questions
relating to its validity, interpretation, performance and enforcement shall be
governed by and construed, interpreted and enforced in accordance with the laws
of the State of Delaware, notwithstanding any Delaware or other conflict-of-law
provisions to the contrary.


 


23.     INDULGENCES,
NOT WAIVERS.  Neither the failure nor
any delay on the part of a party to exercise any right, remedy, power or
privilege under this Agreement shall operate as a waiver thereof, nor shall any
single or partial exercise of any right, remedy, power or privilege preclude
any other or further exercise of the same or of any other right, remedy, power
or privilege, nor shall any waiver of any right, remedy, power or privilege
with respect to any occurrence be construed as a waiver of such right, remedy,
power or privilege with respect to any other occurrence. No waiver shall be
effective unless it is in writing and is signed by the party asserted to have
granted such waiver.


 


24.     TITLES NOT TO
AFFECT INTERPRETATION.  The titles of
paragraphs and subparagraphs contained in this Agreement are for convenience
only, and they neither form a part of this Agreement nor are they to be used in
the construction or interpretation of this Agreement.


 


25.     EXECUTION IN
COUNTERPARTS.  This Agreement may be
executed in any number of counterparts, each of which shall be deemed to be an
original as against any party whose signature appears thereon, and all of which
shall together constitute one and the same instrument. This Agreement shall
become binding when one or more counterparts of this Agreement, individually or
taken together, shall bear the signatures of all of the parties reflected
hereon as the signatories.


 


26.     PROVISIONS
SEPARABLE.  The provisions of this
Agreement are independent of and separable from each other, and no provision
shall be affected or rendered invalid or unenforceable by virtue of the fact
that for any reason any other or others of them may be invalid or unenforceable
in whole or in part.


 


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IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first written above.


 


	
   

  	
  GENERAL PARTNER:

  
	
   

  	
   

  	
   

  
	
   

  	
  MARKWEST ENERGY GP,
  L.L.C.

  
	
   

  	
  a Delaware limited
  liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald Heppermann

  	
   

  
	
   

  	
   

  	
  Donald Heppermann

  
	
   

  	
   

  	
  Executive Vice President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MANAGER:

  
	
   

  	
   

  	
   

  
	
   

  	
  MARKWEST HYDROCARBON,
  INC.

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Frank Semple

  	
   

  
	
   

  	
   

  	
  Frank Semple

  
	
   

  	
   

  	
  President
  and Chief Executive Officer

  



 


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