Exhibit
10.29  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 (**).  GAS PROCESSING AGREEMENT  BY AND BETWEEN  MARKWEST JAVELINA COMPANY  AND  CITGO REFINING AND CHEMICALS COMPANY, L.P.  EAST and WEST REFINERIES  DATED NOVEMBER 1, 2007


TABLE OF CONTENTS  PageARTICLE I
  DEFINITIONS
  3ARTICLE II
  EXHIBIT(S)
  6ARTICLE III
  DEDICATION OF
  SUPPLY
  6ARTICLE IV
  CURTAILMENTS
  7ARTICLE V
  DELIVERY AND
  QUALITY OF SUPPLIERS OFF-GAS
  7ARTICLE VI
  OFF-GAS
  PROCESSING
  10ARTICLE VII
  GAS MEASUREMENT
  AND TRANSMISSION
  10ARTICLE VIII
  DETERMINATION OF
  PROCEEDS
  12ARTICLE IX
  RESIDUE GAS PIPELINE
  13ARTICLE X
  TERM
  14ARTICLE XI
  WARRANTY
  15ARTICLE XII
  FORCE MAJEURE
  16ARTICLE XIII
  NOTICES
  16ARTICLE XIV
  MISCELLANEOUS
  17EXHIBIT A
  RESIDUE AND
  EXCESS GAS SPECIFICATIONSEXHIBIT B
  ALLOCATION
  STATEMENT EXAMPLEEXHIBIT C
  EXAMPLE
  CALCULATION OF WEIGHTED AVERAGE SALES PRICEEXHIBIT D
  METHODS OF GAS
  MEASUREMENT, SAMPLING, TESTING AND ANALYSIS  2


GAS PROCESSING AGREEMENT  THIS GAS PROCESSING AGREEMENT (Agreement)is made and enteredinto effective November 1, 2007 by and between
MarkWest Javelina Company (Processor), a Texas general partnership with its
corporate office in Denver, CO and local office at 5438 Union Street, Corpus
Christi, TX 78407 and CITGO Refining and Chemicals Company, L.P. (Supplier),
a Delaware limited partnership with offices at 1802 Nueces Bay Boulevard,
Corpus Christi, TX 78469.  W I T N E S S E T H:  WHEREAS,Processor owns and operates the MarkWest Javelina Gas
Processing and Fractionation Plant(the Plant),
located at 5438 Union Street, Corpus Christi, Texas, 78407, for the purpose of
extracting Liquefiable Hydrocarbons, hydrogen and impurities from Inlet Gasdelivered to the Plant from certain refineries and other
sources; and  WHEREAS,Supplier desires to deliver, subject to the provisions of
this Agreement, Off-Gas from its Refineries to the Plant for the extraction of
Liquefiable Hydrocarbons, hydrogen and impurities; and  WHEREAS,Processor desires to receive, subject to the provisions
of this Agreement, Suppliers Off-Gas at the Plant.  NOW, THEREFORE,in consideration of the premises and mutual
covenants set forth herein, the mutual benefits to be derived and other good
and valuable consideration the receipt and sufficiency of which is hereby
acknowledged Supplier and Processor agree as follows:  ARTICLE
I DEFINITIONS  The
definitions in this Article shall apply for all purposes to this
Agreement:  1.1Btu means a British
Thermal Unit, and MMBtu means one million (1,000,000) Btus.  1.2Component means an
identifiable constituent of Off-Gas which may be extracted by Processing at the
Plant, including, without limitation, incidental methane, ethane, ethylene,
propane, propylene, butanes, pentanes-plus, hydrogen, and incidental
non-hydrocarbon materials.  3


1.3DeliveryPointmeansProcessors meter at whichSuppliers Off-Gas is initially measured upon
delivery into Processors, or Processors affiliates, delivery pipeline(s).  1.4East Refinery means
Suppliers East Refinery located at 1802 Nueces Boulevard, Corpus Christi,
Texas 78469.  1.5Energy Expenses
means all fuel, power and other utility and energy related expenses necessary
to operate the Plant including, but not limited to, electricity and Plant Fuel.  1.6Energy Expense
Charge or EEC means the proportionate share of the Energy Expenses allocated
each Month to Supplier as set forth in Section 8.5.  1.7Excess Gas means
the residue gas attributable to refiners and other sources other than Supplier
delivering Inlet Gas to the Plant and Gas purchased by Processor for use at the
Plant but not consumed at the Plant.  1.8Gas means any fluid,
either combustible or non-combustible, including Off-Gas, which maintains a
gaseous or rarefied state at a temperature of 60 degrees Fahrenheit and at a
pressure of 14.65 psia.  1.9Inlet Gas means
Off-Gas and other Gas that is Processed at the Plant for the extraction of
Plant Products and certain incidental non-hydrocarbon materials.  1.10LiquefiableHydrocarbons means
all Components except hydrogen, incidental methane and non-hydrocarbon
materials.  1.11Mscf means 1,000
standard cubic feet of Gas and MMscf means 1,000,000 standard cubic feet of
Gas.  A standard cubic foot of gas is one
cubic foot of gas at a temperature of 60 degrees Fahrenheit and at a pressure
of 14.65 psia.  1.12Month
means the period of time beginning at 7:00 a.m. Central Clock Time in
Corpus Christi, Texas, on the first day of each calendar month and ending at
such time on the first day of the next calendar month.  1.13Nonaffiliated Third Parties means any
corporation, limited liability company, partnership (including a limited partnership) or other entity other than an
affiliate of Processor.  For the purposes
of this definition, affiliate of Processor shall mean any person,
corporation, limited liability company, partnership (including a limited
partnership) or other entity which (i) controls, (ii) is controlled
by, or (iii) is under common control with Processor.  Control, as used in this definition, means
the ownership directly or indirectly of more than fifty (50) percent of the
voting rights in a company or other legal entity, or the right, directly or
indirectly through its ownership position or  4


through contract, to direct the management and policies of a company or
other legal entity.  1.14Off-Gas means Gas
produced as a by-product of refining crude oil and other refinery feedstocks.  1.15Party means either
Processor or Supplier and Parties means both Processor and Supplier.  1.16Plant Fuel means the
quantity of Gas or other hydrocarbons purchased by Processor to operate the
Plant.  1.17Plant Net Proceeds
Attributable to Suppliers Off-Gas means for all Components of Plant Products,
the sum of the total quantity of each Component of Plant Products attributable
to Suppliers Off-Gas multiplied by the Weighted Average Sales Price for each
such Component of Plant Products. Exhibit B includes an example of the
calculation of Plant Net Proceeds Attributable to Suppliers Off-Gas.  1.18Plant Products
means each and all of the Components extracted from the Off-Gas by Processing
at the Plant.  1.19Plant Thermal
Reduction or PTR means the decrease in the quantity of Suppliers Off-Gas
measured in Btus as a result of Processing Suppliers Off-Gas as further defined
in Section 6.2.  1.20Process, Processed
or Processing means the extraction of Plant Products and certain incidental
non-hydrocarbon materials from Off-Gas at the Plant.  1.21Redelivery Point
means Processors meter at which Suppliers Residue Gas will be measured
following the construction by Processor of the Residue Gas Pipeline, and which
location shall be immediately prior to Processors delivery thereof to
Supplier.  1.22Refineries means
the East Refinery and the West Refinery collectively.  1.23Residue Gas means
the quantity of Gas, measured in Btus, remaining after the Processing of
Suppliers Off-Gas as further defined in Section 8.4.  1.24Suppliers Percentage shall be **of Plant Net Proceeds Attributable to Suppliers
Off-Gas.  1.25Suppliers Proceeds
means (a) the sum for all Components of (i) the Plant Net Proceeds
Attributable to Suppliers Off-Gas for each Component multiplied by (ii) Suppliers
Percentage for each such Component; less (b) the applicable Energy Expense
Charge. Exhibit B includes an example of the  5


calculation of Suppliers Proceeds.  1.26Weighted Average
Sales Price for a Month means the average sales value for each Component of
Plant Products and shall be equal to the sum of the proceeds the Plant receives
for each Component of Plant Products during such Month less all transportation,
storage, marketing and exchange fees paid to Nonaffiliated Third Parties for
such Component of Plant Products divided by the volume of such Component of
Plant Products that was sold during such Month. Exhibit C includes an
example of the calculation of the Weighted Average Sales Price for each
Component of Plant Products.  1.27West Refinery means
the Suppliers West Refinery located at 17350 Highway 37 West, Corpus Christi,
Texas 78408.  ARTICLE II EXHIBIT(S)  The
following Exhibit(s) are attached to and made a part of this Agreement by
reference:  2.1Exhibit A sets
forth the specifications for Residue Gas and Excess Gas.  2.2Exhibit B
illustrates the allocation statements to be provided monthly to Supplier.  2.3Exhibit C
illustrates the method used to calculate Weighted Average Sales Price for each
Plant Product.  2.4Exhibit D sets
forth the methods of measurement, sampling, testing and analysis of Suppliers
Off-Gas.  ARTICLE III DEDICATION OF SUPPLY  3.1Subject to the terms and conditions of
this Agreement, (i) Supplier shall dedicate certain streams of Off-Gas
from Suppliers East Refinery and a specified volume of Off-Gas from Suppliers
West Refinery to Processor for Processing and
extraction of Plant Products for the term of this Agreement; and shall deliver
to the Delivery Point, one hundred percent (100%) of its dedicated Off-Gas and
the Liquefiable Hydrocarbons and hydrogen contained therein that is produced
from Suppliers Refineries, under normal operations, up to the Processors
ability to receive (ii) **  3.2**  6


3.3Supplier shall not
strip Liquefiable Hydrocarbons or hydrogen from Suppliers Off-Gas prior to
delivery at the Delivery Point(s) other than by separation methods in
operation at Suppliers Refineries as of the effective date of this
Agreement.  Additional separation methods
designed to recover Liquefiable Hydrocarbons or hydrogen from Suppliers
Off-Gas, including but not limited to, solid bed absorption, lean oil
absorption, turbo-expansion, membranes, mechanical or refrigeration principles
shall not be installed by Supplier at the Refineries after effective date
hereof.  3.4Subject to Sections 3.3 and 3.5, Supplier
shall have the right to (i) reduce the
volume of, or modify the slate of, crude oil and/or other feedstocks refined at
Suppliers Refineries; (ii) change the equipment and/or operation of
Suppliers Refineries for the purpose of expanding, reducing or improving the
refining of oil and other hydrocarbon feedstocks; or (iii) fully or
partially curtail operation of Suppliers Refineries at any time for routine or
non-routine maintenance or repairs. 
Supplier shall be required to provide prior written notice to Processor
if such changes described above results in a reduction or interruption of the
volume of Suppliers Off-Gas, or significantly alters the composition of
Suppliers Off-Gas.  3.5If any non-temporary changes made to the
Suppliers refineries materially affect the quantity or composition of Suppliers
Off-Gas, the Parties will negotiate in good faith a fair and equitable
adjustment to Suppliers Proceeds or other appropriate adjustments.  For purposes of this Section 3.5, the
quantity and composition of Suppliers prior twelve months Off-Gas excluding
Suppliers planned outages and Processors outages and curtailments shall be
used as the expected volume of Off-Gas when determining any reduction in the
volume or change in the composition of Suppliers Off-Gas.  3.6If Supplier, during
the term of this Agreement, installs additional equipment resulting in the
production of additional Off-Gasfrom Suppliers Refineries, such additional Off-Gas shall be subject to this Agreement, upon the
mutual agreement of both Parties.  ARTICLE
IV CURTAILMENTS  4.1Processor shall have
the right at any time to curtail all or a portion of Suppliers Off-Gas
Processed at the Plant, to the extent reasonably necessary for routine or
non-routine maintenance or repair of the Plant. 
**  If Supplier requests
that Processor not curtail Off-Gas from Suppliers West Refinery and that all
of Suppliers curtailment be applied to Suppliers East Refinery, Supplier
shall pay to Processor an amount equal to the difference  7


between the Plant Net Proceeds Attributable to Suppliers Off-Gas from
its East Refinery and the Plant Net Proceeds Attributable to Suppliers Off-Gas
from its West Refinery for all Off-Gas not curtailed and processed from
Suppliers West Refinery in lieu of Off-Gas processed from Suppliers East
Refinery ** provided that such payment amount shall never be less than
zero.  An example of this calculation is
included in Exhibit B.  Processor shall
notify Supplier of the nature and extent of each instance of curtailment due to
a non-routine event as soon as reasonably practicable. Such notice shall
include the reasons for the curtailment and an estimate of the amount of time
the curtailment is expected to last. 
Processor shall give Supplier no less than thirty (30) days prior
written notice of scheduled maintenance or repairs that are expected to fully
or significantly curtail operations at the Plant and shall include a general
description of such activities and the amount of time the curtailment is
expected to last.  Processor agrees to
use commercially reasonable efforts to minimize the time of any such curtailments
and, to the extent practicable, coordinate with Supplier any scheduled
curtailment with Suppliers activities at its Refineries.  4.2Subject to reasonable
fees, terms and conditions, Processor will assist in transporting Gas between
the Refineries or to Suppliers designees, or provide other services in this
context only during Processors total Plant outages.  4.3           Supplier
is aware that material changes in the quality and quantity of Suppliers
Off-Gas delivered to the Plant could adversely affect Plant operations.  If, in Processors sole but reasonable
opinion, changes in the composition or volume of Suppliers Off-Gas have an
adverse affect on Plant operations, Processor may adjust Suppliers Off-Gas
deliveries until such time as the composition and/or volume of Suppliers
Off-Gas returns to the original composition, or becomes otherwise acceptable to
Processor.  4.4Supplier shall provide Processor with no
less than thirty (30) days advance written notice of Suppliers planned outages
which are anticipated to impact the volume or composition of Suppliers
Off-Gas.  ARTICLE V DELIVERY AND QUALITY OF SUPPLIERS OFF-GAS  5. 1Supplier shall
deliver its Off-Gas toProcessorat the Delivery Point, (a) at a pressure not
to exceed the lesser of (i) one hundred (100)psig or (ii) the Javelina Pipeline MAOP; (b) at
a pressure of not less than seventy (70) psig; and (c) meeting the
following specifications:  Ammonia                      50 ppmv maximum H2S                              80 ppmv maximum  8


Total Sulfur
  100 ppmv maximumCO2
  2 mol % maximumCO
  1.5 mol % maximumOxygen
  0.5 mol % maximumH2O
  No
  free waterTemperature
  Less than 120 degrees Fahrenheit  Processor
may refuse to accept all or any portion of Suppliers Off-Gas that does not
meet the above quality specifications or Suppliers Off-Gas that contains other
constituents which neither Supplier nor Processor knows or should have known
may affect Plant Products quality, Plant operations or damage Plant
equipment.  In the event such otherwise unknown
constituent will, does or may affect Processors Plant Product(s) quality,
Plant operations or damage Plant equipment, then Processor will provide notice
to Supplier that Suppliers Off-Gas is rejected until Supplier has corrected
the problem.  If Suppliers Off-Gas is
rejected, Supplier shall correct the problem before resuming deliveries of Suppliers Off-Gas to
the Delivery Point(s).It is Suppliers
option whether or not to take any actions to correct said problem and therefore
resume delivery of Off-Gas to Processor.  Processor shall have the right to curtail the
delivery of Suppliers Off-Gas if a particular constituent of total sulfur in
the combined Inlet Gas streams from all suppliers is of sufficient
concentration that Processor believes in its reasonable and sole opinion, may
affect product quality, Plant operations, or damage Plant equipment, even
though the total sulfur in the respective Refineries Off-Gas streams are
within the above specifications.  Additionally, Processor may refuse to accept all or
any portion of Suppliers Off-Gas that contains H2S between 50 ppmv
and 80 ppmv.  If Suppliers Off-Gas is rejected under this
subparagraph, Supplier will obtain approval from Processor before resuming
deliveries of Off-Gas that contains H2S between 50
ppmv and 80 ppmv.  5.2Supplier shall
deliver Off-Gas to the Plant on a daily, pro-rata and continuous basis.  5.3Processor shall have the right at any
time to secure supplies of Gas from any other source which it, in its sole
discretion, chooses, regardless of whether such supplies cumulatively exceed
the Processing capacity of the Plant.  If
at any time during the term of this Agreement, the cumulative supply of Inlet
Gas, including Suppliers Off-Gas, delivered to the Plant exceeds its operating
capacity, Processor may, with notice as soon as practicable thereafter to
Supplier, reduce the volume of Suppliers Off-Gas Processed based on its
economic value to Processor, **  9


ARTICLE VI OFF-GAS PROCESSING  6.1Subject to the other
provisions of this Agreement, Processor shall accept possession of and title to
Suppliers Off-Gas at Delivery Point(s). 
Processor shall own and have all right, title and interest in and to all
Plant Products and impurities extracted from such Off-Gas at the Plant in which
Processor, in its sole discretion, desires to so retain.  After construction of the Residue Gas Pipeline as defined
in Section 9.1, Processor shall deliver and Supplier shall accept
possession of and title to Suppliers Residue Gas at the Redelivery Point.  6.2The Plant Thermal Reduction attributable to the Processing of Suppliers
Off-Gas to produce the Plant Products shall be determined by using the
applicable conversion factors for (i) all Plant Products except ethylene,
propylene and hydrogen as set forth in the Gas Processors Association
Publication 2145-03 and any subsequent revisions thereof in effect at the time
such calculation is performed, and (ii) for ethylene, propylene and
hydrogen, as set forth in the API Technical Data Book  Petroleum Refining and
any subsequent revisions thereof in effect at the time such calculation is
performed.  All calculations shall be
done at a pressure base of 14.65 psia to conform to NAESB standards.  6.3Processor shall
provide Supplier with a Plant Allocation Statement no later than the last
calendar day of the Month following the Month of production.  An example Plant Allocation Statement is
attached hereto as Exhibit B.  6.4Other than as
provided in Section 8.2, Processor shall sell all Plant Products on an arms
length basis to Nonaffiliated Third Parties, unless the Parties mutually agree
otherwise.  ARTICLE VII GAS MEASUREMENT AND TRANSMISSION  7.1Supplier shall
provide, install, operate and maintain, or cause to be provided, installed,
operated and maintained, at its sole cost, risk and expense, all pipelines and
related facilities (i) upstream of the Delivery Point to enable Supplier
to deliver its Off-Gas to Processor hereunder and, following the construction
of the Residue Gas Pipeline, (ii) downstream of the Redelivery Point to
enable Processor to deliver Suppliers Residue Gas to Supplier, or Suppliers
designee.  7.2Processor shall provide, install, operate and maintain, or cause to be
provided,  10


installed, operated, and
maintained, at its sole cost, risk and expense all pipelines, instrumentation
equipment, including meters, telemetry and telecommunications equipment, and
related facilities (i) downstream of theDeliveryPoint to enable Processor to receive Suppliers
Off-Gas at the Delivery Point and,following the construction of the
Residue Gas Pipeline, (ii) upstream of the Redelivery Point to enable
Processorto deliver Suppliers Residue Gas to Supplier, or
its designee, at the Redelivery Point.  7.3Processor shall operate, or cause to be operated, all facilities to
transport and meter Suppliers Off-Gas downstream of the Delivery Point.  Processor shall perform the measurement,
testing and analysis of Suppliers Off-Gas in accordance with appropriate
sections of this Article VII and Exhibit D. Processors meters shall
be the controlling meters regarding all Delivery Point measurements hereunder.  7.4Following the construction of the Residue Gas Pipeline,Processor shall operate, or cause to be operated, all facilities to
transport and meter Suppliers Residue Gas, Excess Gas, and all other Gas
upstream of the Redelivery Point. 
Processor shall perform the measurement, testing and analysis of
Suppliers Residue and Excess Gas in accordance with appropriate sections of
this Article VII and Exhibit D. Processors meter(s) shall be
the controlling meter(s) regarding all Redelivery Point measurements
hereunder.  7.5Each
Party shall have the right, upon prior written request, at its own expense and
during normal business hours, to have a firm of independent certified public
accountants audit the books, records and other pertinent documents and data
(collectively, the Records) of the other Party relating to this Agreement, to
the extent necessary to verify the accuracy of any statement, charge,
computation or demand made under or pursuant to this Agreement, provided,
however that such accountants shall not disclose to the Party requesting the
audit any information obtained during the audit and shall only report to such
Party the results of the audit and whether same shows compliance with the terms
of this Agreement, or as the case may be, the respects in which the terms of
this Agreement have not been complied with. If any such examination reveals, or
if either Party otherwise discovers, any error in its own or the other Partys
statements, payments, calculations or determinations, then proper adjustment
thereof shall be made as promptly as practical thereafter. It is understood,
however, that no adjustment of any statement or payment shall be made after the
lapse of two (2) year from the end of the Month to which such statement or
payment pertains.Each Party shall
retain all records for four (4) years from the end of the calendar year in
which they were compiled, unless the statement or payment is subject to
dispute, in which case the pertinent records shall be retained until the
dispute is resolved.  7.6Each Party shall
preserve for a period of twenty-four (24) months all test data, charts, and
other similar records for auditing. 
Either Party shall have the right,  11


during normal business hours, to examine such records of
the other Party and the accuracy of any statement, charge or computation made
pursuant to this Agreement, to the extent necessary, to verify the performance
of the Agreement.  However, no such
examination shall be made by a Party more frequently than once each twelve (12)
months, and no examination may cover any time periods that were the subject of
a prior examination by that Party.  If
any such examination reveals any clerical or mathematical inaccuracy in any billing
or payment, the appropriate adjustment in the billing and payment shall be
promptly made.  All payments made shall
be considered final twenty-four (24) Months after they are made, unless
disputed by either Party prior to the expiration of such twenty-four (24) month
period.   If the other Party fails to
have a representative present, the results of the test shall nevertheless be
considered accurate until the next test as long as such test results are within
reasonable and customary readings for such meter(s).  ARTICLE VIII DETERMINATION OF PROCEEDS  8.1Processorshall pay to
Supplier the Suppliers Proceedsby wire transfer with the
appropriate adjustments made pursuant to this Agreement, within seven (7) business
days following Processors issuance of the Plant Allocation Statement as set
forth in Section 6.3.  Payment shall
be made in accordance with Suppliers wiring instructions.Processor shall retain the remaining portion
of such Plant Net Proceeds Attributable to Suppliers Off-Gas for its own
account and such amount shall be referred to as Processors Proceeds.  8.2**  8.3The quantity of each Component of Plant Products allocated to Supplier
each Month shall be equal to the total quantity of such Component of Plant
Products recovered by Processor at the Plant during such Month multiplied by a
fraction, the numerator of which shall be the total quantity of each such
Component of Plant Products that is contained in Suppliers Off-Gas delivered
to the Delivery Point during such Month and the denominator of which shall be
the total quantity of such Component of Plant Products as are contained in all
Inlet Gas delivered at all delivery points during such Month.  8.4The theoretical
Residue Gas attributable to Supplier during each month shall be determined by
subtracting the calculated PTR from the quantity, in MMbtus, of Off-Gas
delivered by Supplier as measured at the Delivery Point. The total quantity of Residue Gas due
Supplier each Month shall be equal to the actual Residue Gas attributable to
all Inlet Gas delivered to the Plant during such Month multiplied by a
fraction, the numerator of which shall be the theoretical Residue Gas
attributable to Suppliers Off-Gas delivered to the Delivery Point during such
Month and the denominator of which shall be the total quantity of theoretical  12


Residue Gas as is contained in all Inlet Gas
delivered at all delivery points during such Month.The PTR Calculation will be done
monthly and reported in Statement 2 of the Plant Allocation Statement.  An example of the Plant Allocation Statement
and PTR Calculation is included in Exhibit B.  8.5The Energy Expense
Charge deducted from Suppliers Proceeds and attributable to Suppliers Off-Gas
shall be determined based on the following formula:  EEC = EE times R/T  Where: EEC =     The Energy Expense Charge allocated each
Month to Supplier EE =The total amounts paid by Processor for
all Plant Energy Expenses paid during such Month. R =The total quantity of
Off-Gas, measured in Mscf, delivered by Supplier during the Month. T =The total quantity of all Inlet Gas,
measured in Mscf,delivered at all delivery points during such Month.  ARTICLE IX RESIDUE GAS PIPELINE  9.1** 
The Residue Gas Pipeline shall originate at Processors existing valve
site at the intersection of Buddy Lawrence Drive and Interstate Highway 37 and
shall terminate at and connect into Suppliers existing twelve (12) inch fuel
gas manifold at the inlet to vessel V4 located inside Suppliers East
Refinery.  The estimated length of the Residue
Gas Pipeline is 2,725 feet, which includes approximately 600 feet of pipeline
to be located within Suppliers East Refinery. Processor shall install, own and
operate all required measurement equipment at the existing meter station on
Buddy Lawrence Drive.  Processor shall
retain ownership of the entire Residue Gas Pipeline excluding the 600 feet of
pipeline to be located within Suppliers East Refinery. Following the
construction, Supplier shall own and operate the approximately 600 feet of
pipeline to be located within Suppliers East Refinery. Supplier shall be
responsible for all costs associated with the construction of the approximately
600 feet of pipeline to be located within the East Refinery.  9.2**  9.3**  9.4Following the
completion of the Residue Gas Pipeline, Processor shall return to Supplier, or
its designee, and Supplier shall accept and take title to 100% of  13


Suppliers Residue Gas and Excess Gas at the Redelivery
Point.  The Residue Gas and the Excess
Gas shall meet the specifications set forth in Exhibit A attached hereto,
failing which Supplier shall not be obligated to receive such Residue Gas or
Excess Gas.  If, following the completion
of the Residue Gas Pipeline,  Processor (i) delivers
Residue Gas or Excess Gas to Supplier, or for the account of Supplier, at the
Redelivery Point in excess of the quantity of Residue Gas or Excess Gas to
which Supplier is entitled hereunder, or (ii) fails to tender to Supplier
all or a portion of the Residue Gas or Excess Gas Supplier was entitled to and
capable of receiving during a Month (in either case Imbalance Gas), such over
or under deliveries of Imbalance Gas, shall be settled by Processor buying
from, or selling to, as applicable, Supplier such Imbalance Gas at **  Both Parties agree this Section is
designed to address minor imbalances.  9.5In the event
Processor tenders to Supplier and Supplier is unable or refuses to receive all
or any portion of its Residue Gas and Excess Gas during a Month, unless
otherwise agreed in writing, Processor shall have the right, but not the
obligation to otherwise dispose of such quantity of Suppliers Residue Gas and
Excess Gas not taken by Supplier during such Month in any reasonable manner,
with the proceeds thereof less all associated losses, costs and expenses
suffered or incurred by Processor to be for Suppliers account in a temporary
situation not expected to last more than (12) twelve hours after Suppliers
notification of their inability to accept Residue Gas.  Prior to the expiration of the twelve hour
period, Supplier shall notify Processor of Suppliers option to (i) curtail
deliveries of Suppliers Inlet Gas to Processor, or (ii) have Processors
Residue Gas delivered to a third party, up to available pipeline capacity, or (iii) offer
to sell its Residue Gas to Processor at Processors disposal price.  9.6**  9.7Except as set
forth in Exhibit A and Section 11.1 below, PROCESSOR MAKES NO
WARRANTY, AND HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES AS TO THE
QUALITY OR QUANTITY, OR AS TO THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, OF SUPPLIERS RESIDUE GAS AND EXCESS GAS DELIVERED TO SUPPLIER AT THE
REDELIVERY POINT.  ARTICLE X TERM  10.1The primary term of
this Agreement shall be seven (7) years and shall  14


commence on July 1, 2007 (the Primary Term). The
Agreement shall continue thereafter for consecutive one (1) year terms
until terminated by either Party upon at least two (2) years prior written
notice to the other Party prior to end of the Primary Term or any subsequent
annual extension thereof.  10.2Notwithstanding
anything to the contrary in Section 10.1, in the sole event that Supplier
decides, in its sole discretion, that it will permanently cease operation of
either one or both of Suppliers Refineries, Supplier shall have the right to
suspend this Agreement in part for one of Suppliers Refineries or in whole for
both of Suppliers Refineries at any time by giving written notice to Processor
at least one (1) year in advance of such shutdown and suspension (Shutdown
Notice). A shutdown of one (1) year or greater will constitute a
permanent cessation hereunder, and a shutdown of the FCC Unit shall constitute
a shutdown of the entire East Refinery, and a shutdown of the Coker Unit shall
constitute a shutdown of the entire West Refinery.  **  ARTICLE XI WARRANTY  11.1Supplier warrants
that upon delivery of its Off-Gas to Processor at the Delivery Point that (i) Supplier
owns the Off-Gas and the Liquefiable Hydrocarbons, hydrogen and incidental
non-hydrocarbon materials contained therein free and clear of all liens, and
encumbrances, and (ii) the Off-Gas shall meet the specifications set forth
in Section 5.1.  EXCEPT AS SET FORTH
IN THIS SECTION 11.1, SUPPLIER MAKES NO WARRANTY, AND HEREBY DISCLAIMS ALL
EXPRESS OR IMPLIED WARRANTIES AS TO THE QUALITY OR QUANTITY, OR AS TO THE
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OF SUPPLIERS OFF-GAS
DELIVERED TO PROCESSOR AT THE DELIVERY POINT.  11.2Subject to Suppliers
warranty above, Processor warrants that (i) all Suppliers Residue Gas and
Excess Gas delivered to Supplier, or its designee at the Redelivery Point,
shall be free and clear of all liens and encumbrances, and (ii) the
Residue Gas and Excess Gas shall meet the specifications set forth in Exhibit A.  EXCEPT AS SET FORTH IN THIS SECTION 11.2,
SUPPLIER MAKES NO WARRANTY, AND HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED
WARRANTIES AS TO THE QUALITY OR QUANTITY, OR AS TO THE MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, OF THE RESIDUE GAS AND EXCESS GAS.  15


ARTICLE
XII FORCE MAJEURE  In the event either
Party is rendered unable, wholly or in part, by force majeure,
to carry out its obligations under this Agreement, other than the obligation to
make any payments or accounting hereunder, then the obligations of such Party,
insofar as they are affected by such force majeure,
shall be suspended during the continuance of any inability so caused, but for
no longer period, and the Party giving such notice shall use good faith efforts
to eliminate such force majeure and /or minimize
its effects or impacts to the other Party, insofar as reasonably possible, with
a minimum of delay. The term force majeure
as employed herein shall mean any and all cause(s) beyond the reasonable
control of the Party claiming force majeure,
including but not limited to acts of God, that render such Party unable to
wholly or partially carry out its obligations under this Agreement, other than
obligations to make payment or accounting. 
It is understood and agreed that the settlement of strikes or lockouts
shall be entirely within the discretion of the Party having the difficulty, and
that the above requirement that any force majeure
shall be remedied with all reasonable dispatch shall not require the settlement
of strikes or lockouts by acceding to the demands of any opposing party, when
such course is inadvisable in the discretion of the Party having the
difficulty.  ARTICLE XIII NOTICES  All notices or demands required or provided for herein,
except for routine communications, as hereinafter provided, shall be in writing
and shall be considered as duly delivered when hand delivered or, if mailed by
United States certified mail, postage prepaid, three (3) days after
mailing or, if sent by facsimile transmission, when receipt is confirmed by the
equipment of the transmitting Party; provided, if receipt of a facsimile
transmission is confirmed after normal business hours, receipt shall be deemed
to be the next business day.  Such notice
shall be given to the other Party at the following address, or to such other
address as either Party shall designate by like written notice to the other
Party:  SUPPLIER:           CITGO Refining and Chemicals Company,
L.P. Attn:  Plant Manager  Physical
and Mailing Address: 1802
Nueces Boulevard Corpus
Christi, TX 78469 Fax
number:  361-844-4853  With
a copy to CITGO
Petroleum Corporation P.O. Box
4689 Houston,
TX 77210 Attention:
Product Manager - Petrochemicals  16


PROCESSOR:        MarkWest
Javelina Company Attn:  Plant Manager  Physical
and Mailing Address: 5438
Union Street Corpus
Christi, TX 78407  No legal notice required or permitted hereunder
concerning a claim or breach arising hereunder or notice of termination shall
be valid unless provided in the manner described above to:  MarkWest
Energy Partners, L.P. 1515
Arapahoe Street Tower
2, Suite 700 Denver,
CO 80202 Fax:  (303) 925-9308 Attn:  General Counsel  Routine communications, including statements, computations
and allocations may be transmitted by ordinary mail,facsimile,
email or other generally acceptable electronic means.  ARTICLE XIV MISCELLANEOUS  14.1PROCESSOR AND
SUPPLIER SHALL EACH INDEMNIFY AND HOLD THE OTHER HARMLESS FROM AND AGAINST ANY
AND ALL CLAIMS FOR PERSONAL INJURY OR PROPERTY DAMAGE EXCEPT THOSE CAUSED BY
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE OTHER PARTY IN THE PERFORMANCE OF
THIS AGREEMENT (A PARTY RESPONSIBLE FOR REGULAR NEGLIGENCE SHALL BE AS
PROVIDED FOR BY APPLICABLE LAW, SUBJECT TO THE TERMS OF THIS AGREEMENT AS
APPLICABLE); PROVIDED HOWEVER,IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR LOSS OF
INCOME/REVENUE/PROFITS, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES,
NO MATTER HOW ARISING, WHETHER IN CONTRACT, TORT OR OTHERWISE.  14.2Upon execution by
both Parties, this Agreement shall extendto and be  17


bindingupon the Parties and their respective successors
and assigns.  This Agreement and the
rights and obligations of either Party may not be assigned or otherwise
conveyed in whole or in part, except with the prior written consent of the
non-assigning Party, whichconsent shall not be unreasonably conditioned,
withheld or delayed. Notwithstanding the forgoing, either Party may assign or
convey this Agreement without consent to an entity or person who purchases 100%
of the assets of said Party so long as all obligations under this Agreement are
assumed by said entity or person.  No
assignment or other transfer of interest hereunder shall be effective or bind
the other Party until such Party shall have been furnished with a copy of the
recorded instrument under which the permitted assignment or other transfer
occurs.  14.3Any and
all taxes, fees, or other charges imposed or assessed by governmental or
regulatory bodies, the taxable incident of which is the transfer of title or
the delivery of the product hereunder, or the receipt of payment therefore,
regardless of the character, method of calculation, or measure of the levy or
assessment, shall be paid by the Party upon whom the tax, fee, or charge is
imposed by law. The importer of record shall be responsible for and shall pay
all custom duties, import fees, environmental fund fees, and other assessments
pertaining to the importation of the products.  
If Processor claims exemption from any of the aforesaid taxes, then
Processor must furnish Supplier with a properly completed and executed
exemption certificate in the form prescribed by the appropriate taxing
authority in lieu of payment of such taxes or reimbursement of such taxes to
Supplier. Notwithstanding anything to the contrary contained herein, each Party
shall be responsible for its own income and franchise taxes.  14.4No director, officer, employee, or agent of either Party or its direct
or indirect parents, subsidiaries, or affiliates shall give or receive any
commission, fee, rebate, gift, or entertainment of significant value or cost in
connection with this Agreement.  Further,
neither Party or its direct or indirect parents, subsidiaries, or affiliates
shall make any commission, fee, rebate, gift, or entertainment of significant
value or cost to any governmental official or employee in connection with this
Agreement.  14.5Each Party hereto agrees to comply with all laws, rules, regulations,
ordinances and requirements of federal, state and local governmental or
regulatory bodies which are applicable to this Agreement, including but not
limited to environmental laws and regulations and the provisions contained in Section 18,
to the extent that such laws or regulations are applicable to this Agreement.  14.6Any matters not specifically covered in this Agreement shall be dealt
with in accordance with the custom and practice in the industry.  14.7This Agreement and the respective rights
and obligations of the Parties shall be construed, interpreted and enforced in
accordance with the laws of Texas notwithstanding any principles of conflicts
of laws which may require the application of the laws of another
jurisdiction.  Any dispute between the  18


Parties arising out of or pertaining to this Agreement, not otherwise
resolved to the mutual satisfaction of both Parties, shall be submitted for
resolution by either Party to the exclusive jurisdiction of the appropriate
state or federal court with venue exclusively located in Harris County,
Texas.  This Agreement, and the
respective rights and obligations of the Parties, is subject to all valid and
applicable current and future laws, rules and regulations of duly
constituted authorities now or hereafter having jurisdiction over the Parties,
the services contemplated herein and the facilities used to provide those
services.  14.8Any failure by either
Party, whether intentional or unintentional, to enforce any rights hereunder
shall not act as a waiver of its right to enforce such rights thereafter.  14.9Supplier shall have
title to, be in full control and possession of and be responsible for damage or
injury caused by (i) its Off-Gas prior to delivery thereof to Processor at
the Delivery Point and (ii) its Residue Gas after delivery to Supplier, or
its designee, at the Redelivery Point, except for injury or damage caused by
the gross negligence or willful misconduct of Processor. Processor shall be in
control and possession of the Off-Gas, Liquefiable Hydrocarbons, hydrogen and
incidental non-hydrocarbon materials to which Processor takes title under this
Agreement after delivery of Suppliers Off-Gas to Processor, or for its
account, at the Delivery Point and until delivery of Suppliers Residue Gas to
Supplier, or its designee, at the Redelivery Point and shall be responsible for
any damage or injury caused thereby, except for injury or damage caused by the
gross negligence or willful misconduct of Supplier.  14.10Each Party shall have the right at
its sole cost, risk and expense at reasonable times during normal business
hours and with reasonable prior written notice to the other Party, of access to
the Plant, the Refineries, the Delivery Point and the Redelivery Point for the
purposes of performing its obligations under this Agreement.  14.11In the event that any of the
provisions, or portions, or applications of this Agreement are held to be
unenforceable or invalid by any court of competent jurisdiction, the Parties
shall negotiate an equitable adjustment in the provisions of this Agreement
with a view toward affecting the purpose of this Agreement.  If the provision cannot be modified so as to
be enforceable under existing laws, this Agreement shall be construed and
enforced as if such provision had not been included herein and the validity and
enforceability of the remaining provisions, or portions or applications
thereof, shall not be affected.  14.12The parties agree that the rule of
construction that a contract be construed  19


against the drafter, if any, shall not be applied in the
interpretation and construction of this Agreement.  The titles and section headings contained in
this Assignment are for reference purposes only and shall not affect the
interpretation of this Assignment.  14.13This Agreement may be executed in
counterparts, each of which shall be deemed an original but which together
shall constitute one and the same instrument.  14.14During the term of this Contract,
Processor and Supplier shall maintain the confidentiality of this Contract and
not disclose same to any third party except independent auditors who are under
written obligations of confidentiality with respect to this Contract, and as
may be required in the opinion of such parties counsel to comply with orders
of any court or governmental agency, or comply with any laws, rules and
regulations of applicable governmental agencies, including, without limitation,
federal, state, and local agencies.  14.15This Agreement is intended to give
no rights or benefits to anyone other than the Parties and, accordingly, has no
third-party beneficiaries.  14.16This Agreement contains the
complete, final and exclusive agreement of the Parties with respect to the
matters set forth and supersedes all prior understandings, negotiations,
representations, discussions, statements, inducements and agreements, written
or oral, pertaining thereto.  This
Agreement may not be amended, modified or rescinded in any way except by written
instrument duly executed by both Parties.  [The
remainder of the page is intentionally left blank]  20


IN
WITNESS WHEREOF, this Agreement isexecuted
effective by the Parties as of the effective date.  SUPPLIER
  
  PROCESSORCITGO REFINING AND
  
  MARKWEST JAVELINACHEMICALS COMPANY
  
  COMPANY, L.P.By:
  /s/ DOYLE DOMMERT
  
  By:
  /s/ FRANK SEMPLEName:
  Doyle Dommert
  
  Name:
  Frank SempleTitle:
  GM, Petrochemicals
  
  Title:
  Pres. & CEO  21


EXHIBIT A TO THE GAS PROCESSING
AGREEMENT BETWEEN
MARKWEST  JAVELINA COMPANY AND CITGO REFINING
AND CHEMICAL LP  Residue Gas and Excess Gas
Specifications  Residue Gas and Excess Gas delivered to the Redelivery
Point will meet the following specifications:  Ammonia
  50 ppmv maximumH2S
  50 ppmv maximumTotal Sulfur
  100 ppmv maximumCO2
  2 mol % maximumCO
  1.5 mol % maximumOxygen
  0.5 mol % maximumH2O
  No free waterTemperature
  Less than 120 degrees FahrenheitPressure
  100 psig minimumBtu content
  700  900 Btus per standard cubic foot (see note below)  NOTE:  Processor expects, when
the Plant is in normal operation, that the Residue Gas and the Excess Gas shall
have a Btu content between 700 and 900 Btus per standard cubic foot.  In the event the combined Btu value of the
Residue Gas and Excess Gas delivered to the Redelivery Point is (i) less
than 700 Btus per standard cubic foot or greater than 1000 Btus per standard
cubic foot, then upon actual knowledge of such event (in any case as soon as
commercially reasonable under the then existing circumstances) the discovering
Party shall notify the other Party of such event.  Within six (6) hours of Processors
discovery of such event, or Processors receipt of notice from Supplier of such
event, Processor shall take corrective action, as the case may be, to (i) (a) increase
the combined Btu content of the Residue Gas and the Excess Gas delivered to the
Redelivery Point to equal or exceed 700 Btus per standard cubic foot or (b) reduce
the combined Btu content of the Residue Gas and the Excess Gas delivered to the
Redelivery Point to equal or be less than 1000 Btus per standard cubic foot, or
(ii) suspend deliveries of the Residue Gas and the Excess Gas to the
Redelivery Point until such condition (either low Btu content or high Btu
content) is corrected.


EXHIBIT B  Plant Allocation
Statement Statement 2 of Exhibit B  Statement
2  Javelina
Plant Allocation Plant
Thermal Reduction PTR Month,
Year  MmbtusResidue Gas:Theoretical Residue Gas Attributable to Suppliers
  Off-Gas
  
  **Total Quantity of Theoretical Residue Gas for all
  Inlet Gas
  
  **Ratio of Suppliers Theoretical Residue Gas
  
  **Actual Residue Gas attributable to All Inlet Gas
  
  **Residue Gas Attributable to Suppliers Off-Gas
  
  **Plant Thermal Reduction PTRInlet 441-207 and Inlet 441-200
  
  **Residue Gas Attributable to Suppliers Off-Gas
  
  **Refiners Plant Thermal Reduction PTR
  
  ** 
 * All volumes and amounts
are fictional and intended for this example only.


EXHIBIT C TO THE GAS PROCESSING
AGREEMENT BETWEEN
MARKWEST  JAVELINA COMPANY AND CITGO REFINING AND CHEMICALS, LP  Calculation of Weighted Average
Sales Price for a sample Plant Product  Following
is an example of the calculation of the Weighted Average Sales Price for ethane
during the example Month:  As set forth below, the Weighted Average Sales Price for
ethane in the following example would be $665.55 divided by 1,035 gallons or
$0.6430 per gallon.  Volume Sold
  (gallons)
  
  Sales Price
  ($ per gallon)
  
  Sum of all
  Transportation,
  Storage,
  Marketing and
  Exchange Fees
  ($ per gallon)
  
  Sales
  Proceeds
  ($)Ethane in Ethane Stream
  
  1,000
  
  $
  0.62
  
  $
  0
  
  $
  620.00Ethane in Ethylene Stream
  
  10
  
  $
  2.27
  
  $
  0.065
  
  $
  22.05Ethane in Propane Stream
  
  25
  
  $
  0.94
  
  $
  0
  
  $
  23.50Weighted Average Sales Price
  
  1,035
  
  .064304
  
  
  
  
  $
  665.55
 
 *  All volumes
and amounts are fictional and intended for this example exhibit only.


EXHIBIT D TO THE GAS PROCESSING AGREEMENT BETWEEN MARKWEST JAVELINA COMPANY AND CITGO REFINING AND CHEMICALS COMPANY, L.P.  METHODS OF GAS MEASUREMENT AND SAMPLING TEST AND ANALYSES  Definitions  Report No. 3shall mean the most current version of AGA Report No. 3,
Orifice Metering of Natural Gas, Measurement Committee of the American Gas
Association, as such publication may be revised from time to time.  A.Gas Measurement  Processor shall, at its cost install, operate, and
maintain, or shall cause to be installed, operated and maintained, at the
Delivery Point suitable measurement equipment to accurately measure the Off-Gas
delivered for processing.  Processor
shall determine the quantity of all Components and the Btus per cubic foot
contained in representative samples of Off-Gas at the Delivery Point pursuant
to Section B of this Exhibit.  The measurement equipment shall consist of electronic
flow measurement transmitters measuring differential and static pressure as
well as temperature recorders that shall be installed, tested and maintained in
accordance with the provisions of this Exhibit. Electronic Flow Measurement
(EFM) equipment shall conform to all provisions of API MPMS, Chapter 21. The
measuring equipment should include a Daniels Senior Fitting or equivalent using
concentric, square-edged orifice meters per API Chapter 14.3, Natural Gas
Fluids Measurement.  Volumes shall be
measured using a flow computer with real time flow-weighted average
temperatures and pressures applied to the volumes in the flow computer to
generate a batch end report.    A Coriolis
type flow meter may be used instead of an orifice type meter if agreed to by
both Supplier and Processor.  Installation of all electrical and instrumentation
facilities shall conform to all provisions of the National Electric Code (NFPA
Subpart 70), the American Gas Association Classification of Gas Utility Areas
for Electrical Installation XF0277, and ANSI/ISA RPI 12.6 Installation of
Intrinsically Safe Instrument System in Class I Hazardous Locations. All
electrical equipment installed in a building containing all or a portion of the
Facilities shall be classified and


designed for Class I, Division 1 or 2, Group D
locations. Any equipment that vents or bleeds natural gas shall be piped in
such a way so as to vent or bleed outside any enclosed structure in which it
may be installed.  The unit of volume for the purpose of measurement of
Liquefiable Hydrocarbons, excluding ethylene and propylene, shall be one (1) U.S.
liquid gallon of 231 cubic inches, when said liquid has a temperature of sixty
degrees Fahrenheit (60oF) and is at the equilibrium vapor
pressure of the liquid being measured.  Unit of measurement for ethylene and propylene shall
be pounds. Unit of measurement for hydrogen shall be Mcf.  B.Measurements and Tests  1.     Standard
of measurements and tests:  a.     Except as provided in Section B.1(b) relating to
deviation, the volume of Gas delivered hereunder shall be computed in
accordance with the latest methods prescribed in the Report #3, AGA Report No. 8
Super Compressibility and API Chapter 21.1 Electronic Gas Measurement
Standard.  b.     The deviation of the Gas from the Ideal Gas Laws due to the
pressures and temperatures under which Gas is delivered hereunder, shall be
determined by the methods prescribed by Report #3. Such determination shall be
made at the beginning of and at such times as either Party hereto may
reasonably desire each Month. Results of each determination shall be used in
computing the volumes of Gas measured hereunder until the next determination is
made.  c.     The specific gravity of the Off-Gas at the Delivery Point shall
be determined by Processor using chromatographic analysis of a composite sample
not less than once each Month.  d.     The flowing temperature of the Gas at the point of measurement
shall be determined by means of a recording thermometer of standard make and
the arithmetical average of readings during the time Gas is flowing each day
shall be deemed the Gas temperature and used in computing the volumes of Gas
delivered during such day.  e.     The Btus per cubic foot of the Gas delivered hereunder shall be
determined at each measurement point hereunder at least once each Month by
means of chromatographic analysis of composite samples and the factors for pure
Components stated in Article V.  f.      In addition to the Monthly determination of Btus per cubic
foot, Processor shall install a continuous recording chromatograph or other  2


industry accepted equipment to monitor the Delivery
Point. The volume weighted average of daily recorded Btus per cubic foot shall
be used in computing the total estimated quantity of Btus received from each
delivery point during that day.  2.Measurements  a.For thepurposeof calculating the volume
of Gas and in the computation of such volumes, the atmospheric pressure shall
be assumed to be fourteen and sixty-five hundredths (14.65) pounds per square
inch absolute regardless of the actual atmospheric pressure at which the Gas is
delivered and measured unless otherwise established by governmental authority.  b.Processor shall install,
maintain and operate at its own expense the necessary equipment of a character
and design acceptable to Supplier to measure separately the volume of Off-Gas
delivered for Processing and perform all tests required to accomplish the
measurement of volumes, temperatures, specific gravities and Btus per cubic
foot of the Gas measured hereunder. Such volume measuring equipment shall
conform to the specifications contained in Report #3 and API Chapter 21.1, Electronic
Gas Measurement Standards. Supplier shall have access to such measuring
equipment at all reasonable hours, but the calibration, adjustment and
maintenance thereof shall be done only by Processor and witnessed by the
Supplier. Upon reasonable request of Supplier all volume, specific gravity, and
temperature charts used in measurement of Gas hereunder shall be mailed or
delivered to Supplier for checking and calculating within twenty (20) days
after the last chart for each accounting period is removed from the recorders.
Such chart shall be mailed or returned to Processor within thirty (30) days
after receipt thereof by Supplier.  c.Supplier may install,
maintain, operate, calibrate and adjust at its own expense check measurement
equipment, and/or telemetry equipment provided such equipment does not
interfere with the accuracy or operations of the Processors measurement
equipment and facilities required by this agreement. Electronic Flow
Measurement (EFM) equipment shall conform to all provisions of API MRMS,
Chapter 21. Installations of all electrical and instrumentation equipment shall
conform to all provisions set forth by this agreement.  d.Supplier and Processor shall
each have the right to be present at the time of installing, testing, cleaning,
changing, repairing, inspecting, calibrating or adjusting done in connection
with the measuring equipment of the other which is used in measurement here
under. The Party planning to conduct such operations shall give the other Party
at least ten (10) days prior notice thereof in order that all necessary
parties may be present.  3


e.If both EFM and the backup
orifice meters are out of service or out of repair so that the quantity of Gas
is not correctly indicated by reading thereof, the Gas measured during the
period shall be estimated and agreed upon on the basis of the best data
available, using the first of the following methods which is feasible:  (1)By using the registration of
any check measuring equipment if 
installed and accurately registering; or  (2)By estimating the volume by
comparison with volumes during preceding periods under similar conditions when
the recorder was registering accurately; or  (3)By correcting the error if
the percentage of error is ascertainable by calibration, tests or mathematical
calculation.  f.The accuracy of the
measuring equipment shall be tested at reasonable intervals and, if requested,
in the presence of representatives of the other party, but such verification
shall not be required more frequently than once in a thirty (30) day period. In
the event either party shall notify the other that it desires a special test of
any measuring equipment, the parties shall cooperate to secure a prompt
verification of the accuracy of such equipment. The expense of such a special
test as may be requested by either party shall be borne by the party requesting
such test if the measurement equipment, by such test, is found to be correct.  g.If upon test, any meter or
any related instrument or device the readings of which are used in the
registration, integration, or computation of quantities which affect the
measured  quantity hereunder is found to
be in error to the extent that it introduces not more than a two percent (2%) measurement
error in the individual  meter or meters
affected, previous records of such equipment shall be considered accurate in
computing deliveries hereunder; but such equipment shall be adjusted at once to
function correctly. If, upon testing, any such measuring equipment shall be
found inaccurate to the extent that is causes the end result measurement of the
individual meter or meters so affected to be in error by an amount exceeding
two percent (2%), at a recording corresponding to the average hourly rate of
flow through the individual meter or meters affected, for the period since the
last preceding test, then any previous registration, integration or recordings
of such meter or meters affected shall be corrected  to zero error for any part of the period
since the last test that such error is known to have existed or which may be
agreed upon in actual practice by the operating representatives of the parties.
In case the period of such error is not known definitely or is not agreed upon,
such correction shall be for a period of one-half (1/2) of the time elapsed
since the date of the last such test, but not exceeding a correction period of
fifteen (15) days.  4


The records for measuring
equipment shall remain the property of the operator of such equipment, but upon
request the operator will submit to the other party its records, together with
calculations therefrom, for inspection, subject to return within thirty (30)
days after receipt thereof.  h.Gas Sampling and Analysis  Processor shall obtain
representative samples of Off-Gas in accordance with GPA Publication 2166,
latest revision, by utilizing continuous sampling techniques designed to obtain
a representative sample over a thirty (30) day period proportional to Gas flow
rates. For Monthly accounting, Processor shall analyze this representative
sample by chromatographic techniques in accordance with GPA Publication 2261
and 2145, latest revision. Suppliers shall have the right to witness the
sampling and analyzing of Off-Gas at Delivery Point.  Should said representative sample be
inadvertently lost or contaminated, then a mutually agreeable replacement
sample or previous analysis will be used.  5