**Exhibit 10.33**

 

*Execution Version*

 

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

 

**NATURALGAS LIQUIDS TRANSPORTATION, FRACTIONATION AND MARKETING AGREEMENT**

 

THIS NATURALGAS LIQUIDS TRANSPORTATION, FRACTIONATION AND MARKETING AGREEMENT (this “**Agreement**”) is made and entered into this 16th day ofNovember, 2007, by and between **EQUITABLE GATHERING, LLC**(herein referred to as “**Equitable**”),and **MARKWEST ENERGY APPALACHIA, L.L.C.**(herein referred to as “**MEA**”).

 

**RECITALS:**

 

A.                                   Equitableoperates and is acquiring that certain existing gas processing plant andrelated facilities together with gas compression facilities located in thevicinity of Langley, Kentucky, known as the “**MaytownPlant**”; and

 

B.                                     Equitableis constructing and installing additional gas processing and gas compressionfacilities located in the vicinity of Langley, Kentucky, to operate inconjunction with the Maytown Plant, said additional facilities referred toherein as the “**Langley Plant**”;

 

C.                                     Equitabledesires to deliver to MEA and MEA desires to receive from Equitable, naturalgas liquids recovered at the Plant (as defined herein), and recovered fromother sources, as provided herein, and the parties desire to have such naturalgas liquids transported to the Siloam Facility (as defined herein), fractionatedinto commercial components at the Siloam Facility, and to have suchfractionated components marketed and Sold.

 

NOW THEREFORE,in consideration of the mutual covenants contained herein, the parties herebyagree as follows:

 

# **ARTICLE 1****DEFINITIONS**

#  

The followingdefinitions shall apply for all purposes of this Agreement unless otherwiseindicated:

 

***Accounting Period***.  The period commencing at 10:00 a.m.,Eastern Time, on the first day of a calendar month and ending at 10:00 a.m.,Eastern Time, on the first day of the next succeeding month.

 

***Affiliate.* **When used with respect to a Person, meansany other Person that directly or indirectly controls, is controlled by or isunder common control with such first Person, where control, and its derivatives, means the possession, directly orindirectly, of the power to direct or cause the direction of the management andpolicies of a Person (whether through majority 

 

----

 

ownership of securities or partnership or other ownership interests, bycontract or otherwise, including,without limitation, through the ownership of the general partner of anypartnership).

 

***Delivery Point***.  ****** provided,however, until the full or partial Replacement Equitable Pipeline isconstructed, installed, made operational, and capable of delivering natural gasliquids to the ******,****andfor any natural gas liquids delivered hereunder other than through such full orpartial Replacement Equitable Pipeline, the Delivery Point shall be at******

 

***Effective Date***.  The date upon which MEA has transferred and conveyedthe Maytown Plant to Equitable.

 

***Equitable Group***.  Equitable Production Company, EquitableGathering, LLC, and each current and subsequently created Affiliate of each ofthem.

 

***Equitable Pipeline***.  The existing pipeline running from the Plantto the interconnection, near Ranger, West Virginia, with the MEA Pipeline,including any replacement of such pipeline.

 

***Fractionated Products***.  The component products derived from thefractionation operations at the Siloam Facility.

 

***Gathering Area***.  The area of gas production and gathering asdescribed in **Exhibit B**.

 

***MEA Pipeline***.  The pipeline to transport natural gas liquidsrunning from the point commonly referred to as “Ranger, West Virginia” to theSiloam Facility.

 

***Net Sales Price*.  ****

 

***Person or person***.Any individual, corporation, limited liability company, limited or generalpartnership, joint venture, association, joint stock company, trust,unincorporated organization, government or any agency or political subdivisionthereof or any other entity, or any group comprised of two or more of theforegoing.

 

***Plant Products***.  Liquid hydrocarbon components (ethane,propane, iso-butane, normal butane, iso-pentane, normal pentane, hexanes plus,any other liquid hydrocarbon product, or any mixtures thereof, and anyincidental methane included in any of the foregoing), which are separated,extracted or condensed from natural gas at the Plant.

 

***Plant***.  The Maytown Plant and the Langley Plant,including (i) any and all gas processing and compression facilities to beinstalled to replace any of the foregoing or to expand or alter any of theforegoing, all located in the vicinity of Langley, Kentucky; (ii) gasrefrigeration and chilling equipment, gas compression and cooling equipment,product separation and fractionation vessels, product storage vessels, andassociated condensing, heating, compressing, pumping, conveying, and otherequipment and instrumentation; (iii) all existing piping, valves andfittings; including any refrigeration compression required by plant operations;(iv) all control systems and equipment; (v) all measurement andcommunications equipment; (vi) all utility system; and including allstructures associated with those facilities; and (vii) all easements,rights-of-way, and other property rights pertaining to the construction andoperation 

 

2

----

 

of those facilities wherever those facilities, structures, easements,rights-of-way, and other property rights are located.

 

***Siloam Facility***.  MEA’s Siloam fractionation facility locatednear South Shore, Kentucky, including (i) any treating equipment, productsseparation and fractionation vessels; (ii) all above ground productsstorage vessels and all below ground products storage caverns and facilities; (iii) allassociated condensing, heating, pumping, conveying, and other equipment andinstrumentation; (iv) all structures associated with those facilities; (v) allproducts loading facilities, including railcar loading, truck loading and bargeloading facilities; (vi) all control systems and equipment; (vii) allmeasurement and communication equipment; (viii) all utility systems, andincluding all structures associated with those facilities; and (ix) alleasements, rights-of-way, and other property rights pertaining to theconstruction and operation of those facilities wherever those facilities,structures, easements, rights-of-way, and other property rights are located.

 

***Sold***.  Any physical sale or similar transaction.

 

# **ARTICLE 2****EQUITABLE COMMITMENTS**

#  

## 2.1                                 (a) As of the EffectiveDate and subject to the restrictions set forth in this Article 2 andelsewhere in this Agreement, Equitable commits to deliver ****** calculated on an average daily basisduring an Accounting Period.  If thePlant Products are****** MEA shallhave the right to receive, fractionate and market other natural gas liquids ofthe Equitable Group ******, if any, ifthere is available capacity at the Siloam Facility, and subject to thefollowing terms:

##  

#### (i)                                    ifthe production of Plant Products on an average daily basis during an AccountingPeriod is******, Equitable shalldeliver and MEA shall have the right to receive, fractionate and market underthe terms of this Agreement, ****** ofnatural gas liquids of the Equitable Group ******(inclusive of Plant Products) during such Accounting Period, and Equitable, ******shall deliver or cause to be delivered,such natural gas liquids to the applicable Delivery Point.  Such rights to natural gas liquids of theEquitable Group shall be binding upon any successors or transferees of theEquitable Group; and

####  

#### (ii)                                 ifthe production of Plant Products on an average daily basis during an AccountingPeriod is******,****MEA shall have the right ****** of natural gas liquids produced byEquitable ****** (inclusive of PlantProducts) during such Accounting Period. In that event, Equitable shall give MEA at least 30 days advance writtennotice of the quantity of such natural gas liquids that will be available.  MEA shall have 15 days following receipt ofthat notice in which******

####  

### (b)                                 In addition, and subject to thelast sentence of this Section 2.1, if MEA’s Share of Plant Products andnatural gas liquids in an Accounting Period falls below the 

 

3

----

 

### level set forth in the “Maximum Daily Plant Products and Natural GasLiquids” column of the chart in Section 7.1(b) of this Agreement,Equitable shall either ******  The obligations in this Section 2.1 aresubject to Equitable’s right to reduce or prorate the delivered amount of PlantProducts and natural gas liquids as a result of ******

###  

## 2.2                               Nothing herein shall constituteany guarantee or warranty by Equitable of minimum volumes of natural gasdelivered to the Plant, or the content of hydrocarbon liquids thereof, or theamount of Plant Products recovered therefrom or that there exists sufficienttrucking capacity and/or pipeline capacity to effectuate delivery of the PlantProducts and natural gas liquids, as set forth in Section 2.1, to theapplicable Delivery Point.

##  

## 2.3                               Equitable will operate the Plantin accordance with the standard a prudent operator under similar conditionswould operate, and in compliance with applicable laws, rules andregulations.

##  

## 2.4                               Equitable will provide MEA withreasonable opportunity to utilize ******on terms that are mutually agreeable to Equitable and MEA, provided that MEAwill be responsible for******

##  

## 2.5                               Equitable commits to usecommercially reasonable efforts to construct the Langley Plant and to put it inservice for use under the terms of this Agreement by ******.

##  

## 2.6                               In addition, and as a materialinducement for MEA to expand its Siloam Facility, Equitable commits to causeitself or an affiliate of Equitable to construct and place into service, withina commercially reasonable time, the replacement for the current EquitablePipeline, ****** (the “**Replacement Equitable Pipeline**”).

##  

# **ARTICLE 3****MEA COMMITMENTS**

#  

## 3.1                               Subject to the other provisionsof this Agreement, as of the Effective Date, MEA shall

##  

### (a)                                Receive the natural gas liquids(inclusive of Plant Products) delivered by Equitable at the applicable DeliveryPoint, fractionate such Plant Products and natural gas liquids at the SiloamFacility, market (in the manner set forth in Section 7.3 of thisAgreement) the fractionated components derived from the Plant Products andnatural gas liquids and remit payment to Equitable for such Plant Products andnatural gas liquids pursuant to the provisions of Article 7 below.

###  

### (b)                               As of the Effective Date:

###  

#### (i)                                    MEAshall arrange for fractionation at the Siloam Facility and pipelinetransportation from the point where the Replacement Equitable Pipelineinterconnects with MEA’s liquid line (collectively, the “**Capacity**”) of up to a maximum of ****** gallons, on any day, of Plant Productsand natural gas liquids delivered by Equitable hereunder; provided, however, MEAshall 

 

4

----

 

#### not be responsible to providesuch pipeline transportation until such time as the Replacement EquitablePipeline is placed into service, or at such time that Equitable has the abilityto deliver natural gas liquids (inclusive of Plant Products) to the ****** through a partially completedReplacement Equitable Pipeline, it being understood that any such commitment onthe part of MEA is subject to the terms herein (including but not limited to Article 4and Article 5) and MEA’s ability to meet any regulatory or safetyrequirements with regards to operating the MEA Pipeline.  Equitable will give MEA at least 30 daysadvance written notice prior to commencing deliveries to ******; provided, however, such deliveries to ****** may not commence prior to ******.

####  

#### (ii)                                MEAshall arrange for trucking and provide capacity for truck unloading at theSiloam Facility of up to a maximum of ******gallons, on any day, of Plant Products and natural gas liquids delivered byEquitable hereunder.

####  

### (c)                                  Prior to the commencement ofoperations of the Replacement Equitable Pipeline, MEA will arrange trucktransportation, and Equitable will cooperate and coordinate deliveries withMEA, as to delivery of Plant Products and natural gas liquids to the SiloamFacility by truck transportation in quantities above the applicable volumes setforth in Section 3.1(b)(ii) above and Section 3.1(d) below,as MEA, in its sole and reasonable discretion, determines it can accommodate atthe Siloam Facility.  ******  On aweekly or more frequent basis, each party shall keep the other reasonablyinformed as to any expected ******andas to any expected need to utilize any available ****** and shall cooperate and coordinate with each otherregarding the availability and utilization thereof.  Equitable’s first right to use ****** Equitable shall have the right to make alternate delivery,transportation, and/or fractionation and related marketing arrangements with third partiesfor any portion of Plant Products or natural gas liquids that MEA is unwillingor unable to accept under this Agreement; provided, such alternate arrangementsshall be for as short a time period as is practicable, and shall not extendbeyond the date that the Replacement Equitable Pipeline is placed into service.

###  

### (d)                                 Notwithstanding anything to thecontrary herein, MEA will have the following available capacities at the SiloamFacility for truck unloading and for fractionation of Plant Products andnatural gas liquids by the following dates:

###  

#### (i)                                     ****** gallons per day by ******; and

####  

#### (ii)                                  ****** gallons per day by ****** (“**FirstExpansion Date**”).

####  

### (e)                                  By ****** (“**Second Expansion Date**”),MEA shall provide Capacity for a total of ******gallons per day of Plant Products and natural gas liquids delivered byEquitable hereunder through the Replacement Equitable Pipeline.

###  

(f)                                    MEAmay accelerate the First Expansion Date to no earlier than ******(and such earlier date shall be referred to as the “**Early FirstExpansion Date**”); and may 

 

5

----

 

accelerate theSecond Expansion Date to no earlier than ****** (“**Early Second Expansion Date**”).  If either of the foregoing Early ExpansionDates will become effective, due to MEA providing the capacities requiredbefore the applicable Expansion Date, MEA will give written notice to Equitableof the completion of the expansion to provide the applicable capacity and theapplicable Early Expansion Date will be effective two days following suchnotice.

 

### (g)                                 MEA commits to expand the MEAPipeline and Siloam Facility as necessary to provide an additional ****** gallons per day of Capacity over thatprovided pursuant to 3.1(e) above, for Plant Products and natural gasliquids delivered by Equitable hereunder, on the following terms andconditions:

###  

#### (i)                                    Equitableshall have the right to request incremental additional Capacity above the ****** gallons per day Capacity by providingMEA with written notice ****** inadvance of the date on which Equitable anticipates the need for any portion ofsuch requested incremental additional Capacity (“**Incremental Capacity Start-Up Date**”). The request shall coverEquitable’s anticipated requirements for additional Capacity for the ****** period following the IncrementalCapacity Start-Up Date (“**Ramp-Up Period**”),and the request shall include reasonable projections of the need forincremental additional Capacity on a monthly basis during the Ramp-Up Period,up to the total of the requested additional Capacity (the “**Ramp-Up Schedule**”).

####  

#### (ii)                                 MEAshall have no obligation to provide total Capacity to Equitable for PlantProducts and natural gas liquids delivered by Equitable hereunder in excess of ****** gallons per day.

####  

#### (iii)                              Eachrequest for additional Capacity shall be in increments of ****** gallons per day or greater; provided, ifa request for additional Capacity occurs when the difference between ****** gallons per day and the then currentCapacity is less than ****** gallonsper day, such request may be made for the remaining increment to bring totalcapacity to ****** gallons per day.

####  

#### (iv)                             MEAshall acknowledge and confirm, in writing, Equitable’s request(s) forcapacity within twenty (20) days of receipt.

####  

#### (v)                                MEAshall construct, install and make operational the requested additional Capacityin increments and with timing that meets the Ramp-Up Schedule submitted by Equitablefor the applicable Ramp-Up Period.

####  

#### (vi)                             ******, with respect to the incrementalCapacity increases requested by Equitable under this Section 3.1(g).

####  

## 3.2                                 Notwithstanding anything to thecontrary herein, within ninety (90) days from the date hereof, MEA andEquitable shall cooperate to identify other options, and the associated costsfor implementing such options, that may be available to increase the availablecapacity at the Siloam Facility for truck unloading and for fractionation ofPlant Products and natural gas 

 

6

----

 

## liquids to ******gallons per day, or to identify other options, and costs, to marketunfractionated natural gas liquids to other markets.  The undertaking and implementation of any ofthe foregoing options shall be subject to the mutual agreement of the partieswhich shall include agreement upon the allocation of any incremental costswhich would be incurred in implementing such option.

##  

## 3.3                                 MEA will operate the MEAPipeline and the Siloam Facility in accordance with the standard a prudentoperator under similar conditions would operate, and in compliance withapplicable laws, rules and regulations.

##  

## 3.4                                 Equitable and MEA acknowledgeand agree that, contemporaneous with the execution of this Agreement, theparties have amended that certain Netting, Financial Responsibility andSecurity Agreement by and between Equitable Production Company and MarkWestHydrocarbon, Inc., dated September 23, 2004, that certain Netting,Financial Responsibility and Security Agreement by and between EquitableProduction Company and MEA, dated September 23, 2004 and/or entered intoother agreements to provide for performance assurances by MarkWest Hydrocarbon, Inc.in the event of a decline in MEA’s financial condition and for certain changesin the value and volume of fractionated products under this Agreement.

##  

# **ARTICLE 4****QUALITY SPECIFICATIONS**

#  

## 4.1                                 The Plant Products, and othernatural gas liquids, delivered by Equitable to MEA from the Plant shall be of aquality which, when fractionated, meets the applicable specifications set forthon **Exhibit A**, attachedhereto.  In particular, but withoutlimiting the other specifications on **Exhibit A**,the Plant Products and other natural gas liquids delivered hereunder shall onlycontain such amount of ethane such that the propane products fractionated byMEA will not exceed the ethane content set forth on **Exhibit A**.

##  

## 4.2                                 Should any of the Plant Productsor natural gas liquids fail to meet the above specifications, then:

##  

### (a)                                  MEA may take receipt of thenon-conforming Plant Products or natural gas liquids, and that receipt shallnot be construed as a waiver or change of standards for future Plant Product ornatural gas liquid deliveries; or

###  

### (b)                                 MEA may, at its sole butreasonable discretion, cease receiving the non-conforming Plant Products ornatural gas liquids, and shall notify Equitable that it has, or will, ceasereceiving the non-conforming Plant Products or natural gas liquids; providedthat such rejection shall not otherwise excuse Equitable from its deliveryobligations pursuant to Section 2.1 of this Agreement for the time periodduring which MEA ceases receiving deliveries.

###  

## 4.3                                 All Plant Products and naturalgas liquids delivered to ****** shallbe delivered at a pressure sufficient to effect delivery into ****** at the pressures at the ******. Plant Products and natural gas liquids delivered to ****** will be delivered at as uniform of flowrate as is practical.

 

7

----

 

## 4.4                                 All MEA deliveries at Equitablefacilities shall comply with Equitable’s safety policies and procedures.

##  

# **ARTICLE 5****MEASUREMENT**

#  

## 5.1                                 **Truck Measurement**.  Until the Replacement Equitable Pipeline hasbeen constructed, installed and made operational, quantities of Plant Productsand natural gas liquids delivered into trucks at the ****** will be determined by weighing each truck, using Statecertified scales, both full and after the Plant Products and natural gasliquids have been unloaded and calculating the weight of the Plant Products andnatural gas liquids delivered.  A sampleof the Plant Products and natural gas liquids will be taken and analyzed, usingmeans and methods generally acceptable in the gas industry, to determine thecomponent composition and specific gravity of the delivered Plant Products andnatural gas liquids.  The measured weightand compositional analysis will be applied in accordance with the ASTM-IPPetroleum Measurement Tables, American Edition, ASTM designation D 1250, Table No. 24,to determine the volume of Plant Products and natural gas liquids delivered bycomponent, corrected to 60°F.

##  

## 5.2                                 **PipelineInterconnect Measurement.**  Equitable shall design and construct a liquidhydrocarbon metering facility containing meters for both custody transfermeasurement and for check measurement meeting the specifications set forth inthis Agreement and reasonably acceptable to MEA.  The liquid hydrocarbons shall be measured inpounds (lbm) by coriolis meters mutually acceptable to Equitable and MEA.  Two meters shall be installed in series(Meter A and Meter B).  Meter A shall bethe first meter in the line of flow and shall be designated as the “Check Meter”.  Meter B shall be the second meter in the lineof flow and shall be the “Accounting Meter”. If additional meter runs are required, they shall be configured in thesame manner.  The facility will beconstructed with prover loops and sufficient access for either truck mounted ortrailer mounted provers so that the custody and check meters can be proved onsite with ball provers (if agreed upon by the parties herein).

##  

The liquidstream shall be analyzed with a gas chromatograph mutually acceptable toEquitable and MEA.  The gas chromatographshall be housed in a temperature controlled building.  The natural gas liquid will be vaporized to agas state prior to analysis by the chromatograph.  The analysis results shall be used tocalculate the hydrocarbon liquids physical properties.  The calibration gas shall be certified by thesupplier, and shall be stored and used in a temperature-controlled environmentso that condensation of any component does not occur.

 

## 5.3                                 **BtuCalculation.**  The quantity of Btus in the liquidhydrocarbon stream shall be calculated by using the accumulated mass of thehydrocarbon liquid stream from the Accounting Meter and the weight percent ofeach liquid hydrocarbon component determined by chromatographic analysis.  More specifically, the calculation steps are:

##  

### (a)                                  Calculate the weight fraction ofeach component by multiplying the mole fraction of each component (fromchromatographic analysis) by its molecular weight (from latest approved editionof GPA standard 2145) to obtain the weight (lbs).  The component weight is then divided by thetotal composite weight to obtain the weight fraction of each component.

 

8

----

 

### (b)                                 Calculate the composite totalBtu of each pound (Btu/lbm) of liquid hydrocarbon mixture.  This is obtained by multiplying the weightfraction of each component from (a) by its standard Gross HeatingValue.  For purposes of this section,Gross Heating Value is obtained from Gas Processor Association (GPA), Standard2145, latest edition.  The value used is “Btu/lbm,fuel as ideal gas”.  Hexanes+ shallinitially be 20,899 subject to subsequent determination by a mutually agreeablethird-party laboratory.  Analysis shallbe conducted at intervals not to exceed one year.

###  

### (c)                                  Calculate each liquidhydrocarbon component’s portion of the total Btu of each pound of liquidhydrocarbon by taking the total Btu of each pound (Btu/lbm) value from (b) andmultiplying by the weight fraction of each component.

###  

### (d)                                 Calculate the total Btus in theliquid hydrocarbon stream by multiplying the total mass (lbm) from theAccounting Meter by the total Btus per pound (Btu/lbm) from (c).

###  

## 5.4                                 **MeterOperation.**  MEA shall own and be responsible for theoperation and maintenance and all associated operation and maintenance costs ofthe Accounting Meter(s).  Equitable shallown and be responsible for the operation and maintenance and all associatedoperation and maintenance costs of the Check Meter(s).  An online comparison of the difference inmeasurements by the two (2) meters shall be maintained.  If the difference between the dailyaccumulated total mass flow readings (lbm) at Meter A and Meter B exceeds 1% ofthe reading of Meter B, for longer than (10) consecutive days, the meterwith the smaller mass flow reading shall be returned to the factory for repairand calibration.  The calibration mayalso be performed by mutually agreed upon means between Equitable and MEA. Theremaining meter will serve as the Accounting Meter during this period.  After calibration of the meter with thesmaller mass flow reading, if the difference between the meter readings stillexceeds 1% of the meter of Meter B, for longer than ten (10) consecutivedays, then the other meter will be returned to the factory for repair andcalibration or calibrated by means mutually agreed upon between Equitable andMEA.  Readings during the period wherethe difference exceeds 1% shall be adjusted to reflect readings based upon themeter determined to be more accurate during that period.  If both Meter A and Meter B should fail,recordings and quantities shall be determined as followed in descending order:

##  

### (a)                                  Using measurement from othercheck meters, if any, which were in operation during the period to becorrected; or if this cannot be done,

###  

### (b)                                 By correcting the error if thepercentage of error is ascertainable by calibration or calculation; or if thiscannot be done,

###  

### (c)                                  By comparison with quantitiesflowing under similar conditions when the meter was registering accurately andby the use of pertinent plant records, including, but not limited to, storagetank readings.

###  

### (d)                                 If the preceding methods cannotbe done, an alternate method agreed to by the parties herein shall control.

 

9

----

 

Any correctionshall be retroactive for any period definitely known or, if not known, it shallbe retroactive for one-half of the volume displaced since the last test of themeasuring equipment affected, not to exceed 50% of the volume displaced.  However, no correction shall be made if themagnitude of the error is determined to be .0050 (0.50%) or less.  Any corrections shall be debited or creditedon the next subsequent statements for the Accounting Period.

 

## 5.5                                 **MeasurementAccuracy and Testing.**  The liquid hydrocarbon measurement equipmentshall be calibrated at least once every 12 month period.  The calibration procedure will be either themanufacturer’s recommended methods or by other means mutually agreed upon byEquitable and MEA.  The calibrationfrequency may be altered in the future if agreed upon by both parties inwriting.  The Check Meter will serve asthe Accounting Meter during all periods the Accounting Meter is out of service.When the Accounting Meter is returned, the Check Meter shall be calibrated bythe same method as the Accounting Meter. If a meter is calibrated due to differences exceeding 1% of Meter Bbefore the 12 month period is reached, the period between calibrations willstart at the last completed calibration. MEA and Equitable shall share all costs of recalibration.  Each party shall promptly provide the otherthe results of all meter calibrations in writing following their receipt of theresults.

##  

If field meterproving equipment is used for calibration, it shall be designed, manufactured,and tested in accordance with Chapter 4 of the “API Manual of PetroleumMeasurement Standards” as current at the time of such design, manufacture, andtesting.  Proving equipment shall berecertified to NIST (National Institute of Standards and Technology) at leastannually.  Meter proving shall be done atleast annually by a mutually agreed upon third party meter proving service, inaccordance with Chapters 4 and 5 of the “API Manual Of Petroleum MeasurementStandards”, as amended from time to time. The calibration frequency may be altered in the future if agreed upon byboth parties in writing.  Recalibrationof gravitometers, densitometers or such other similar devices, or thedetermination of a gravitometer adjustment factor shall be done once perquarter, by use of a pyonometer to an accuracy of fifty one-hundredths percent(0.50%).

 

Thechromatographic equipment shall be tested and recalibrated on a monthlybasis.  MEA shall own and be responsiblefor the operation and maintenance and all associated operation and maintenancecosts of the chromatograph.  At any timethat inaccuracies in the chromatograph is suspected, MEA shall obtain samplesof the natural gas liquid and calibration gas and shall have a mutuallyagreeable third party laboratory analyze the samples.  If inaccuracies are found, the calibrationgas shall be changed to be representative of the natural gas liquid.

 

Both partiesshall have access to the metering equipment at all reasonable times.  Each party must notify the other party aminimum of twenty four (24) hours in advance of any planned testing,calibrations, or meter provings.  Eachparty may have a representative present during any of the foregoingactivities.   Representatives of bothparties shall have the right to be present during any repairing, inspecting,testing, calibrating, or adjusting done in connection with the measuringequipment. Each party reserves the right at a future date to install additionalcheck meters; such meters shall be of a type mutually agreeable to both partiesand shall not be installed in such a manner as to interfere with the properoperation of other existing measurement equipment.

 

10

----

 

If eitherparty to this Agreement notifies the other party that it desires a special testof any measuring equipment, the parties shall cooperate to secure a promptverification of such equipment, at the expense of the party requesting suchspecial test.  However, if a meter orother equipment is found to be in error by more than 1%, MEA shall bear theexpense of such special test.

 

## 5.6                                 **Standards.** The measurement equipment shall maintained and operated in accordancewith the latest amended and revised edition of (a) “API Manual ofPetroleum Measurement Standards”, Chapters 1, Vocabulary; Chapter 4, ProvingSystems; Chapter 5, Metering; Chapter 12, Calculation of Petroleum Quantities;and Chapter 14, Section 6, Installing and Proving Density Meters; (b) GPAPublication 2145-95, “Table of Physical Constants of Paraffin Hydrocarbons andOther Components of Natural Gas”; (c) GPA Publication 2174, “Methods forObtaining Hydrocarbon Fluid Samples Using a Floating Piston Cylinder”; (d) GPAPublication 2177, “Methods for Analysis of Demethanized Natural Gas LiquidMixtures by Gas Chromatography”; (e) GPA Publication 8173, “Standard forConverting Natural Gas Liquids and Vapors to Equivalent Liquid Volumes”; and (f) GPAPublication 8182, “Standard for the Mass Measurement of Natural Gas Liquids”,and any other API and GPA standards and publications that are consideredindustry standards that are applicable.

##  

## 5.7                                 **RecordRetention.**  All records shall be retained for auditpurposes for a period of two (2) years or a longer period if required byany applicable law and/or regulatory body. Each party reserves the right to contract outside services toparticipate in any audits or review of data.

##  

## 5.8                                 **Flow Computer /RTU.**  The custody transfer flow computer / RTUshall be mutually agreed upon by both parties. MEA shall operate and maintain the custody transfer flow computer / RTU.  Equitable shall have the right to install anaudit flow computer / RTU and share any electronic signals that are necessaryto audit the station.

##  

## 5.9                                 **GallonsCalculation. **For purposes of fees andcompensation, gallons of individual Plant Products and natural gas liquidsshall be calculated in the following manner:

##  

### Divide the individual Plant Product ornatural gas liquid mass (lbm) by the individual liquid absolute density(lbm/gal).  The individual liquidabsolute density values shall be taken from the latest edition of GPA Standard2145, except for the component “Hexanes plus”, for which “pounds per gallon”shall be analytically determined.

###  

# **ARTICLE 6****TITLE TO PLANT PRODUCTS AND NATURAL GASLIQUIDS**

#  

## 6.1                                 Title to, and risk of loss for,and full responsibility for, all Plant Products and natural gas liquidsdelivered under this Agreement shall transfer and pass from Equitable to MEA atthe ****** Delivery Point or the ****** Delivery Point, as applicable.

 

11

----

#  

# **ARTICLE 7****FEES AND COMPENSATION**

#  

## 7.1                                 From and after the Effective Date, for each AccountingPeriod during the term of this Agreement, MEA shall pay to Equitable****** delivered to MEA by Equitable at theapplicable Delivery Point during that Accounting Period, less the proceedsallocable to “MEA’s Share”, as defined below; minus the fees payable to MEAunder Sections 7.4 and 7.5, below (the “Products Proceeds”).** **Forpurposes of this Article 7, “MEA’s Share” of the proceeds attributable toFractionated Products derived from Equitable’s Plant Products and natural gasliquids shall be as follows:

##  

### (a)                                  Prior to******,MEA will be entitled to retain proceeds attributable to****** of the Plant Products and natural gasliquids delivered by Equitable hereunder.

###  

### (b)                                 Beginning on******,and, subject to Section 7.1(c) below, and continuing through the endof the Term, MEA’s retention of proceeds derived from all Plant Products andnatural gas liquids delivered by Equitable to MEA under this Agreement shall bedetermined from the following table:

###  

**

 

### (c)                                  However, if******,MEA’s Share will be set at ****** andwill not be ****** set forth above,until ******.

###  

### (d)                                 Accounting hereunder shall be on an Accounting Period basis,and the reference in the foregoing table to daily volumes means the averagedaily volume during the month.

###  

### (e)                                  As used herein, “Third Party Gas” means gas (i) producedfrom any Non-Operated Well within the area described on Exhibit C and (ii) deliveredto the Plant.  As used herein, “Non-OperatedWell” means a well not (i) currently operated by Equitable, Equitable Production Company or an Affiliate of either, or a successoror assign thereto and/or (ii) operated at any time after the date hereofby Equitable, Equitable Production Company or an Affiliate of either, or asuccessor or assign thereto.  “QualifyingThird Party Gas” means “Third Party Gas”******

###  

### (f)                                    **** **The foregoing will not be subject to the Maximum Daily PlantProducts and Natural Gas Liquids set forth in the table above.   Examples of calculations to determine theadditional retained natural gas liquids under certain scenarios in accordancewith this Section 7.1(f) are set forth in Exhibit D.

###  

## 7.2                                 If the MEA Pipeline is unable to receive and/or transportPlant Products and natural gas liquids or the Siloam Facility is unable tofractionate the Plant Products or natural gas liquids, for any reason, MEAshall use commercially reasonable efforts to****utilizesubstitute means of receiving and/or transporting and/or fractionating PlantProducts and natural gas liquids 

 

12

----

 

## forthe ultimate sale of components hereunder so long as such substitute means arepre-approved by Equitable and Equitable has not elected to exercise its rightto make alternate arrangements under Section 3.1(c).  Any temporary increase in cost oftransporting or fractionating Plant Products and natural gas liquids incurredas a result of such substitute means approved by Equitable during suchinability shall be ****** MEA shalluse all reasonable efforts to remedy the disability and provided further that ******

##  

## 7.3                                 All Fractionated Products shall be marketed by MEA in acommercially reasonable manner.

##  

## 7.4                                 From the applicable proceeds due Equitable under Section 7.1,above, MEA will deduct the following fees:

##  

### (a)                                  A****** per gallonof Plant Products and natural gas liquids as measured at the applicableDelivery Point; plus

###  

### (b)                                 A ****** of PlantProducts and natural gas liquids******,averaged over an Accounting Period.

###  

### (c)                                  The foregoing fees shall be applicable to the portion ofPlant Products and natural gas liquids allocable to the Fractionated Productsfor which Equitable receives the proceeds under Section 7.1, i.e., notapplicable to MEA’s Share.

###  

### (d)                                 ******will be subject to adjustment, beginning on****February 1,2008, in proportion to the annual percentage change, from the preceding year,in the Producer Price Index for Support Activities for Oil and Gas Operations(NAICS 213112), as published by the U.S. Department of Labor.  The adjustment of those fees shall be madeeffective upon each****February 1,and shall reflect the annual average percentage change in the foregoing indexduring the immediately preceding calendar year. In the event the Producer Price Index ceases to be published, theparties shall mutually agree to an alternative published price index to carryout the provisions of this section, and any dispute regarding a replacementindex shall be resolved under the dispute resolution procedures set forth in Section 13.7below.

###  

******

 

a.                                       Equitable shall pay MEA****the ****** on the****** as determined below, if any, effective as of thefollowing dates.  The following shall bedetermined on an Accounting Period basis:

 

i.                                          Commencing******, the ****** will becalculated by subtracting the******; provided,however, that if the ****** exceed****** shall be applied to only the ******

 

ii.                                       Commencing******, the****** will becalculated by subtracting the ******; provided,however, that if the****** exceed****** shall be applied to only the ******;and

 

iii.                                    Commencing ******, the****** will becalculated by subtracting the******; provided,however, that if the****** exceed****** shall be applied to only the******.

 

13

----

 

iv.                                   If thecalculation of ****** is a negative amount, no ****** under this Section 7.5(a) shall apply and thenegative amount shall not be carried over to any subsequent Accounting Periods.

 

v.                                      For anyAccounting Period in which****** under this Section 7.5(a) for****** are incurred, Equitable shall pay, or MEA shall deductfrom amounts otherwise due hereunder, such amount.

 

### (b)                                 If Equitable requests additional Capacity increases****** under Section 3.1(g), above, thenEquitable shall ******applicable tothe incremental capacity in the following manner:

###  

#### (i)                                    For the thenapplicable incremental Capacity requested by Equitable, including incremental Capacityset forth in the Ramp-Up Schedule, each Accounting Period MEA shall determine****** If the difference is a negative amount, no ******under this Section 7.5(b) shall applyand thenegative amount shall not be carried over to any subsequent Accounting Periods.

####  

#### (ii)                                 For anyAccounting Period in which a ****** isincurred, Equitable shall pay, or MEA shall deduct from amounts otherwise duehereunder, an amount equal to******

####  

#### (iii)                              The****** under this Section 7.5(b) shallbe applicable to the incremental Capacity******requested by Equitable, commencing with the****** and continuing for a period of the longer of******. Should the Term expire before the period during which the****** under this Section 7.5(b) apply,as set forth above, then the ******

####  

### 7.6                                 Commencing with deliveries through the Replacement EquitablePipeline, MEA agrees to******.  The Maximum Pipeline Fee will be subject toadjustment, beginning on February 1, 2009, in proportion to the annualpercentage change, from the preceding year, in the Producer Price Index for SupportActivities for Oil and Gas Operations (NAICS 213112), as published by the U.S.Department of Labor.  The adjustment ofthat fee shall be made effective upon each****February 1,and shall reflect the annual average percentage change in the foregoing indexduring the immediately preceding calendar year. In the event the Producer Price Index ceases to be published, theparties shall mutually agree to an alternative published price index to carryout the provisions of this Article, and in the event that the parties cannotagree, the matter shall be submitted to the dispute resolution procedures underSection 13.7, below.

###  

7.7.                              Examples of calculations todetermine amounts under this Article 7, including Fees under 7.4 and ****** under 7.5, under various scenarios are set forth in Exhibit D.

 

7.8                                 In addition, inconsideration of the expanded truck unloading capacity to be installed at theSiloam Facility by MEA, Equitable shall pay MEA an amount of******.  Such amountshall be prorated for partial months.  Asused herein, “placed into service”, means the Replacement Equitable Pipelinehas been completed and has commenced deliveries of Plant Products or naturalgas liquids to MEA at the****** DeliveryPoint.  If the Replacement Equitable

 

14

----

 

Pipelineis not placed into service by******, asdescribed in Section 7.9, until such time as the Replacement EquitablePipeline is placed into service.

 

7.9                                 Until deliveries are made tothe****** Delivery Point through theReplacement Equitable Pipeline, Equitable and MEA shall******to cause the Plant Products and natural gas liquids to be delivered from thePlant to the Siloam Facility.**  **** Upon the execution of this Agreement, such******.  Within 30 days following the execution ofthis Agreement, MEA shall prepare a statement and invoice to Equitableindicating the amounts due to****** inaccordance with the foregoing provisions. Equitable shall pay such invoice within 15 days of receipt.

 

## 7.10                           To increase marketing efficiencies and opportunities, MEAmay, but is not obligated to, install, acquire or participate in a finishedproduct pipeline running from the Siloam Facility to other destinations suchas, but not limited to, the Todhunter Terminal point (near Middletown, Ohio) onthe TEPPCO pipeline, approximately 100 miles from the Siloam Facility.  Such pipeline would eliminate third partytrucking expenses. In the event that MEA undertakes such a project, upondeliveries through such pipeline, MEA may******  Any dispute regarding the****** will be resolved pursuant to thedispute resolution procedure in Section 13.7 below.  Before MEA proceeds with such a project itwill notify Equitable of the project and of the expected costs and savings ofsuch a pipeline.

##  

## 7.11                           As a result of this Agreement, MEA shall not be responsiblefor or required to pay any royalties, production taxes, severance taxes, advalorem taxes, or similar taxes or other taxes based upon or with respect to,or measured by the production of hydrocarbons attributable to gas delivered to thePlant or attributable to gas from which other natural gas liquids are deliveredto MEA.

##  

# **ARTICLE 8****STATEMENTS AND PAYMENTS**

#  

## 8.1                                 Based on the measurements set forth in this Agreement, MEAshall provide Equitable with payment on each Payment Date and a detailedstatement explaining fully how all payments due under the terms of thisAgreement were determined not later than the applicable “**Payment Date**”.  As used herein, the Payment Dates shall be (i) thelast day of each month, covering all deliveries hereunder during the period ofthe 1st day through the 15th day of that same month (“**First Payment Date**”), and (ii) the15th day of each month, covering all deliveries hereunder during the period ofthe 16th day through the last day of the immediately preceding month (“**Second Payment Date**).

##  

## 8.2                                 It is understood and agreed that the payments made on theFirst Payment Date and on the Second Payment Date shall be based upon (x) theapplicable actual Net Sales Price (or MEA’s reasonable estimate of theapplicable actual Net Sales Price to the extent that the actual Net Sales Priceis not known) and (y) the actual volume of Plant Products and natural gasliquids (or MEA’s reasonable estimate of such volume to the extent actualvolumes are not known) for the Accounting Period in which the Plant Productsand natural gas liquids were delivered to MEA under this Agreement, and (ii) shallbe net of the fees payable to MEA under Article 7, hereof.  Those payments made on the First Payment Datewill also include adjustments, if any, to payments made during any of themonths prior to the month in which the First Payment Date 

 

15

----

 

## occurs,as necessary to adjust for differences between the estimated Net Sales Priceused in making payments and the actual applicable Net Sales Price, and betweenestimated volumes and actual applicable volumes.  Additionally, the payment on the FirstPayment Date will reflect ****** perAccounting Period.

##  

## 8.3                                 All payments shall be paid by MEA to Equitable by wiretransfer not later than the applicable Payment Date for which the payments aredue.  If a Payment Date falls on aSaturday or a Friday bank holiday, payment shall be made on the precedingbanking day.  If the Payment date fallson a Sunday or a Monday bank holiday, payment shall be made on the succeedingbanking day.  Should MEA fail to make anypayments to Equitable when due, interest shall accrue on the unpaid balance atthe lower of (i) the then effective prime interest rate published in the “MoneyRates” section of The Wall Street Journal, plus two percent (2%), or (ii) theapplicable maximum published rate allowed by law, from the date due untilpaid.  If a party, in good faith,disputes an amount due or any part thereof, it shall provide supportingdocumentation fully explaining its basis for the disputed amount.  The assertion of a disputed amount shall notbe a basis for MEA to withhold payment of amounts it concedes to be correct.

##  

## 8.4                                 Subject to the audit provisions in Section 7.1, eitherparty, on 30 days prior written notice, shall have the right at its expense, atreasonable times during business hours, to audit the books and records of theother party to the extent necessary to verify the accuracy of any statement,allocation, measurement, computation, charge, or payment made under or pursuantto this Agreement, or to determine if all Plant Products and natural gasliquids contemplated under this Agreement are being delivered under the termsof this Agreement.  The scope of anyaudit shall be limited to the 24 month period immediately prior to the month inwhich the audit is requested; provided, no audit may include any time periodfor which a prior audit hereunder was conducted, and no audit may occur morefrequently than once each 12 months.  Theparty conducting the audit shall have 60 days after requesting the audit inwhich to submit a written claim for adjustments, with supporting detail.  The audited party shall respond to thewritten claim in writing within 30 days after receiving the written claim.  All statements, allocations, measurements,computations, charges, or payments made in any period prior to the 24 monthperiod immediately prior to the month in which the audit is requested, or madein any 24 month period for which the audit is requested but for which a writtenclaim for adjustments is not made within 30 days after the audit is requested,plus any additional time caused by the unreasonable delays of the party beingaudited, shall be conclusively deemed true and correct.

##  

# **ARTICLE 9****TERM**

#  

## 9.1                                 This Agreement shall remain in full force and effect until March 31,2015, unless terminated earlier pursuant to the provisions of this Agreement (“**Term**”).

##  

# **ARTICLE 10****FORCE MAJEURE**

#  

## 10.1                           In the event a party is rendered unable, wholly or in part,by Force Majeure, to carry out its obligations under this Agreement, other thanthe obligation to make any payments due hereunder, the obligations of thatparty, so far as they are affected by Force Majeure, shall be 

 

16

----

 

## suspendedduring the continuance of the inability, and the cause of the Force Majeure, asfar as possible, shall be mitigated and remedied with all reasonabledispatch.  The party affected by ForceMajeure shall provide the other party with written notice of the Force Majeureevent, with reasonably full detail of the Force Majeure within a reasonabletime after the occurrence of the Force Majeure event.

##  

## 10.2                           “**Force Majeure**”shall mean any act, event or circumstance that is not reasonably within thecontrol of, does not result from the negligence of, and would not have beenavoided or overcome by the exercise of commercially reasonable diligence by,the party claiming Force Majeure and that prevents or delays in whole or inpart such party’s performance of any one or more of its obligations under thisAgreement.

##  

## 10.3                           The settlement of strikes, lockouts, and other labordifficulty shall be entirely within the discretion of the party having thedifficulty and nothing herein shall require the settlement of strikes,lockouts, or other labor difficulty.

##  

# **ARTICLE 11****DEFAULT, REMEDIES AND LIABILITY**

#  

## 11.1                           The following occurrences each shall constitute an “**Event of Default**”.

##  

### (a)                                  Failure by a party to make any payment required hereunderwhen due if such failure is not remedied within five (5) business daysafter receiving written notice of such failure, provided that the payment inquestion is not the subject of a good faith dispute.

###  

### (b)                                 Failure by a party to perform any other material obligationhereunder, and such failure is not remedied within 30 days after receipt by thedefaulting party of written notice of such failure, provided that so long as aparty has initiated and is diligently attempting to effect a cure, the party’scure period shall extend for a period reasonably required to effectuate suchcure, but not to exceed 120 days;

###  

### (c)                                  Any representation or warranty made by a party in thisAgreement shall have been false in any material respect when made, and is notremedied within 30 days after receipt by the defaulting party of written noticeof such failure, provided that so long as a party has initiated and isdiligently attempting to effect a cure, the party’s cure period shall extendfor a period reasonably required to effectuate such cure, but not to exceed 120days.

###  

### (d)                                 A party (i) makes an assignment for the benefit of itscreditors, (ii) files a petition or otherwise commences, authorizes oracquiesces in the commencement of a proceeding or cause of action under anybankruptcy or similar law for the protection of creditors, (iii) has suchpetition filed against it and such petition is not withdrawn or dismissed forsixty (60) days after such filing, (iv) becomes insolvent or, (v) isunable to pay its debts when due.

###  

## 11.2                           Termination Upon an Event of Default.

 

17

----

 

### (a)                                  Upon the occurrence of, and during the continuation of, anEvent of Default, the non-defaulting party may terminate this Agreement bywritten notice to the other party designating the date of termination anddelivered to the defaulting party no less than ten days before such terminationdate.

###  

### (b)                                 In the event of a termination of this Agreement, the parties’respective obligations under this Agreement shall terminate (other than thoseobligations which expressly are to be performed after termination).  Upon an event of default or termination, andsubject to the provisions of Section 13.7, each party shall be free topursue any remedies available to it at law or in equity.

###  

## 11.3                           As between the parties hereto, Equitable and any of itsdesignees shall be in custody, control and possession of the Plant Products andnatural gas liquids hereunder until the Plant Products and natural gas liquidsare delivered to the applicable Delivery Point. As between the parties hereto, MEA and any of its designees shall be incustody, control and possession of the Plant Products and natural gas liquids,and the Fractionated Products derived therefrom, from and after their deliveryat the applicable Delivery Point.

##  

## 11.4                           **MEA hereby covenants and agrees withEquitable that except to the extent caused by Equitable’s or Equitable’sIndemnified Parties (as defined below) gross negligence or willful misconductor breach hereof, MEA shall protect, defend, indemnify and hold harmlessEquitable, its parents, subsidiaries and affiliates, and each of theirrespective officers, employees, shareholders, equity holders, agents, and theirsuccessors and assigns (hereinafter referred to as the “Equitable’s IndemnifiedParties”) from, against and in respect of any and all Losses (as hereinafterdefined) incurred by Equitable or any of Equitable’s Indemnified Parties to theextent those Losses arise from or are related to:  (a) MEA’s operations or facilities fromand after the applicable Delivery Point, including without limitation, MEA’soperations or facilities within the Siloam Facility, or (b) MEA’spossession and control of the Plant Products, natural gas liquids andFractionated Products.  Notwithstandinganything to the contrary herein, MEA assumes all risk of loss to the PlantProducts and natural gas liquids delivered under this Agreement to the extentany loss occurs as a result of MEA’s or its agent’s faulty equipment or theirnegligent acts or omissions or intentional misconduct.**

##  

## 11.5                           **Equitable hereby covenants and agrees withMEA that except to the extent caused by MEA’s or MEA’s Indemnified Parties (asdefined below) gross negligence or willful misconduct or breach hereof,Equitable shall protect, defend, indemnify and hold harmless MEA, its parents,subsidiaries and affiliates (including, but not limited to MarkWest Hydrocarbon, Inc.),and each of their respective officers, employees, shareholders, members, equityholders, agents, and their successors and assigns (hereinafter referred to asthe “MEA’s Indemnified Parties”) from, against and in respect of any and allLosses (as hereinafter defined) incurred by MEA or any of MEA’s IndemnifiedParties to the extent those Losses arise from or are related to:  (a) Equitable’s operations or facilitiesbefore the applicable Delivery Point or (b) Equitable’s possession andcontrol of the Plant Products and natural gas liquids.  Notwithstanding anything to the contraryherein, Equitable assumes all risk of loss to the Plant Products and naturalgas liquids delivered under this Agreement to the extent any loss occurs as aresult of**

 

18

----

 

## **Equitable’s or its agent’s faulty equipment or theirnegligent acts or omissions or intentional misconduct.**

##  

## 11.6                           For the purposes of this Article, “Loss(es)” shall mean anyactual loss, cost, expense, liability, damage, demand, suit, sanction, claim,settlement, judgment, lien, fine, penalty, interest of every kind and character(including reasonable fees and expenses of attorneys, technical experts andexpert witnesses reasonably incident to same) which are alleged, asserted orsuffered by the applicable indemnified party, and any expenses incurred inenforcing this indemnity provision, incurred by, imposed upon or renderedagainst one or more of the applicable indemnified party, on account of injuries(including death) to any person or damage to or destruction of any property,sustained or alleged to have been sustained in connection with or arising outof or incidental to the matters for which the indemnifying party hasindemnified the applicable indemnified party, and whether based on contract,tort or pursuant to any then existing laws, rules or regulations of anygovernmental body having jurisdiction with respect thereto.

##  

## 11.7                           Insurance.  Each party shall maintain, either from aninsurance provider or through self insurance, insurance coverage sufficient tocover its liabilities under this Agreement, but in no case less than the amountset forth on **Exhibit E**.

##  

## 11.8                           Indemnification Procedure.  The indemnifications contained in this Article shallbe implemented as follows:

##  

### (a)                                  Notice of Claim.  The party seeking indemnification under theterms of this Agreement (“**indemnified party**”)shall submit a written “**Claim Notice**”to the other party (“**indemnifying party**”)which, to be effective, must state:  (i) theamount, if any, of each payment claimed by an indemnified party to be owing, (ii) thebasis for the claim, with reasonable supporting documentation, and (iii) tothe extent reasonably possible, each separate item of Loss for which payment,or other performance under the Article, is so claimed.  If the Claim Notice demands payment of money,the amount claimed shall be paid by the indemnifying party to, and only to, theextent required herein within 30 days after receipt of the Claim Notice orafter the amount of that payment has been finally established, eitherjudicially or by mutual agreement, whichever last occurs.

###  

### (b)                                 Claims Involving Litigation.  Within 30 days after notification to anyindemnified party with respect to any claim or legal action or other mattersthat may result in a Loss for which indemnification may be sought under thisArticle, but in any event in time sufficient for the indemnifying party tocontest any action, claim, proceeding or other matter that has become thesubject of proceedings before any court or tribunal, the indemnified partyshall give written notice of the claim, legal action or other matter to theindemnifying party and, at the request of the indemnifying party, shall furnishthe indemnifying party or its counsel with copies of all pleadings and otherinformation with respect to the claim, legal action or other matter.  If the information includes any matter whichis privileged or otherwise exempt from discovery by an adverse party,disclosure of that matter may be made contingent upon entering into a jointdefense agreement or taking other reasonable protective measures.  The failure to provide that notice within 

 

19

----

 

### thetime specified shall not relieve an indemnifying party of its indemnityobligations hereunder except to the extent of any Losses which are attributableto that failure.  Upon the election ofthe indemnifying party made within 60 days after receipt of that notice by theindemnifying party, indemnifying party shall have the right to assume controlof that claim, legal action or other matter (to the extent only that the claim,legal action or other matter relates to a Loss for which the indemnifying partyis liable), including the determination of all appropriate actions, thenegotiation of settlements on behalf of the indemnified party, and the conductof litigation through attorneys of the indemnifying party’s choice, provided,however, that no settlement can result in any liability or cost to theindemnified party for which it is entitled to be indemnified hereunder withoutits consent, which consent shall not be unreasonably withheld.  If the indemnifying party elects to assumecontrol, (i) any expense incurred by the indemnified party thereafter forinvestigation or defense of the matter shall be borne by the indemnified partyand (ii) the indemnified party shall give all reasonable information andassistance, other than pecuniary, that the indemnifying party shall deemnecessary to the proper defense of the claim, legal action, or other matter,subject to the requirements, if applicable, of a joint defense agreement orreasonable protective measures as referred to above.  In the absence of an election, theindemnified party will use good faith efforts to defend, at the indemnifyingparty’s expense any claim, legal action or other matter to which the otherparty’s indemnification under this Article applies until the indemnifyingparty assumes the defense, and, if the indemnifying party fails to assume thatdefense within the time period provided above, at the indemnified party’selection either continue the defense thereof, at the indemnifying party’sexpense, or settle the same in the indemnified party’s reasonable discretion,and with the consent of the indemnifying party, which consent shall not beunreasonably withheld, at the indemnifying party’s expense.

###  

## 11.9                           **NO BREACH OF THIS AGREEMENT SHALL CAUSE ANYPARTY HERETO TO BE LIABLE TO THE OTHER PARTIES HERETO FOR, INDIRECT, PUNITIVE,CONSEQUENTIAL, OR EXEMPLARY DAMAGES**.  However, the foregoing does not in any waylimit an indemnifying party’s liability under its indemnification obligationunder this Agreement for indemnification against indirect, punitive,consequential, or exemplary damages arising out of a claim or award of suchdamages to a third party for which indemnification may be sought under thisAgreement.

##  

# **ARTICLE 12****WARRANTIES**

#  

## 12.1                           Each party represents and warrants that it is dulyorganized, validly existing and in good standing under the laws of thejurisdiction of its formation, and is qualified to conduct its business in alljurisdictions necessary to perform its obligations hereunder.

##  

## 12.2                           Each party represents and warrants that the execution,delivery and performance of this Agreement are within its powers, have beenduly authorized by all necessary action and do not violate any of the terms orconditions in its governing documents or any agreement to 

 

20

----

 

## whichit is a party, or any law, rule, regulation, order, writ, judgment, decree orother legal or regulatory determination applicable to such party

##  

## 12.3                           Each party represents and warrants that this Agreementconstitutes a legal, valid and binding obligation of such Party, enforceableagainst it in accordance with its terms.

##  

## 12.4                           Each party represents and warrants that to such party’sknowledge, there are no liens, adverse claims or other encumbrances; and noactions, proceedings, judgments, rulings or orders, issued by or pending beforeany court or other governmental body that would materially adversely affect itsability to perform this Agreement.

##  

## 12.5                           Equitable represents and warrants that it owns, or has theright to commit, all Plant Products and natural gas liquids committed herebyand has the right to deliver and sell the Plant Products and natural gasliquids to MEA for the purposes of this Agreement, free and clear of all liens,encumbrances and adverse claims. Equitable hereby indemnifies MEA against and holds MEA harmless from anyand all damages, claims, actions, losses, and costs, including its court costsand attorneys fees, arising out of or related to any breach of the foregoingrepresentation and warranty.

##  

## 12.6                           MEA represents and warrants that it has the right andability to turn over proceeds from the sale of Fractionated Products, asrequired in Article 7 of this Agreement, free and clear of all liens,encumbrances and adverse claims.  MEAhereby indemnifies Equitable against and holds Equitable harmless from any andall damages, claims, actions, losses, and costs, including its court costs andattorneys fees, arising out of or related to any breach of the foregoingrepresentation and warranty.

##  

## 12.7                           OTHER THAN THOSE WARRANTIES EXPRESSLY SET FORTH IN THE TERMSOF THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANYKIND WHATSOEVER, EXPRESS, IMPLIED, ORAL, WRITTEN OR OTHERWISE, INCLUDING,WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULARPURPOSE, ALL OF WHICH REPRESENTATIONS AND WARRANTIES ARE EXPRESSLY DISCLAIMEDAND WAIVED BY THE PARTIES.

##  

# **ARTICLE 13****MISCELLANEOUS**

#  

## 13.1                           The failure of any party hereto to exercise any rightgranted hereunder shall not impair nor be deemed a waiver of that party’sprivilege of exercising that right at any subsequent time or times.

##  

## 13.2                           This Agreement shall be subject to all applicable state,federal and local laws, rules and regulations, and the parties heretoshall be entitled to regard all those laws, rules and regulations asvalid, and may act in accordance therewith until they may be invalidated byfinal judgment in a court of competent jurisdiction.

##  

## 13.3                           This Agreement shall be governed by, construed, and enforcedin accordance with the laws of the State of Kentucky without regard to choiceof law principles. It is agreed that 

 

21

----

 

## venueregarding any action or proceedings with respect to any claim or disputearising out of or related to the matters described herein shall lie exclusivelyin the Federal Court for the Eastern District of Kentucky, or, if the FederalCourt does not exercise jurisdiction, in the State Court located in FayetteCounty, Kentucky.

##  

## 13.4                           This Agreement shall extend to and inure to the benefit ofand be binding upon the parties hereto, and their respective successors andassigns.  Neither party may assign thisagreement, in whole or in part, without the prior written consent of the otherparty which consent shall not be unreasonably withheld or delayed; provided,however, that without the need for consent: (a) Equitable shall have theright to assign its rights and obligations under this Agreement to anywholly-owned Affiliate that owns and operates the Plant; provided, theforegoing permitted assignment shall not relieve Equitable of its obligationsunder this Agreement unless otherwise expressly agreed  to in writing by MEA; and (b) MEA shallhave the right to assign its rights and obligations under this Agreement to anywholly-owned Affiliate that owns and operates the Siloam Facility; provided,the foregoing permitted assignment shall not relieve MEA of its obligationsunder this Agreement unless otherwise expressly agreed  to in writing by Equitable.  The failure of either party to providewritten consent to a written notice and request for a proposed assignmentwithin twenty (20) days of receipt of the notice and request, shall be deemedas approval by such party of the proposed assignment, provided, again theassignment shall not relieve a party of its obligations under this Agreementunless otherwise expressly agreed to in writing by the other party.  No assignment of this Agreement or of a Party’srights and obligations under this Agreement, shall be binding on either of theparties hereto, other than the party selling, transferring, assigning orconveying its interests in this Agreement, until the first day of theAccounting Period following the date a certified copy of the instrumentevidencing that sale, transfer, assignment or conveyance has been delivered tothe other party.

##  

## 13.5                           Nothing herein contained shall be deemed to create apartnership, mining partnership, joint venture or an association between oramong the parties hereto and each party shall be deemed to act in connectionwith its performance of this Agreement for itself, and not for the other, andno party hereto shall be liable, or responsible for any acts of the other byvirtue of the relationship created under this Agreement.

##  

## 13.6                           The parties agree to keep the terms of this Agreement, andany information disclosed during any audits permitted hereunder, confidentialand not disclose the same to any other persons, firms or entities without theprior written consent of the other party; provided, the foregoing shall notapply to disclosures compelled by law, rule or regulation, includingwithout limitation the rules and regulations of a stock exchange or theSecurities Exchange Commission, or court order; or to disclosures to a party’sfinancial advisors, consultants, attorneys, banks, and institutional investors;or to disclosures to prospective purchasers of the Plant, Siloam Facility,Equitable Pipeline or MEA Pipeline, provided those prospective purchaserslikewise agree to keep this Agreement confidential. No announcement or pressrelease relating to this Agreement shall be made by either party without theprior written consent of the other party, which consent shall not be unreasonablywithheld, provided however, either party, with notice to the other, may makeany announcement required by law, rule or regulation including withoutlimitation the rules and regulations of a stock exchange or the SecuritiesExchange Commission.  Notwithstandinganything herein to the contrary, to the extent a party to this Agreement is 

 

22

----

 

## requiredto file this Agreement with a stock exchange or the Securities ExchangeCommission, such party shall (i) notify the other party (the “**Notified Party**”) in advance of such filing,(ii) seek confidentiality treatment with regards to any informationcontained therein that the Notified Party requests be kept confidential and (iii) providethe Notified Party adequate opportunity to review any proposed filing of thisAgreement to enable it to seek a protective order if sensitive or confidentialinformation is to be disclosed.

##  

## 13.7                           Dispute Resolution.  Any dispute, controversy or claim arising outof or in relation to or in connection with this Agreement, including anydispute as to the construction, validity, interpretation, enforceability, orbreach of this Agreement, may be resolved by any means available to the partiesat law or equity.  Upon a party’s writtenrequest, the senior executives of the parties shall agree to meet and negotiatein good faith to attempt to resolve such dispute.  If such executives are unable to resolve thedispute within thirty (30) days, either party may submit such a dispute tomediation by a single mediator by providing notice of such election to theother party.  The mediator shall beknowledgeable in the field of the dispute, shall have no economic interest inor economic relationship with the parties, shall not have been employed by anyparty or any of their affiliates for at least five (5) years prior to itsappointment as mediator hereunder, and shall be selected unanimously by theparties.  If the parties are unable toagree upon a mediator within fifteen (15) days after deciding to refer thematter to mediation, then, upon request of either party, the AmericanArbitration Association shall appoint such mediator.  The mediator, within thirty (30) days afterthe mediator’s acceptance of its appointment, the mediator shall schedule amediation hearing and each party shall provide the mediator with a reportcontaining their proposal for the resolution of the matter and the reasonstherefore, accompanied by all relevant supporting information and data.  Each party shall pay one-half the costs forsuch mediation.

##  

## 13.8                           All notices, payments, consents or other communicationsbetween the parties given under or in relation to this Agreement shall be asdirected below.  Written notices shall bedelivered by letter, facsimile or other mutually acceptable electronicmeans.  Notice by facsimile, overnightmail, courier or hand delivery shall be deemed to have been received on thebusiness day on which it was transmitted or hand delivered, unless transmittedor hand delivered after 5 p.m. local time at the receiving party’saddress, in which case it shall be deemed to have been received on the nextbusiness day.  Notice by U.S. Mail shallbe deemed to have been received upon arrival at the receiving parties address.

 
| Payments:   Wire Transfers:   Equitable Gathering, LLC |
|--------------------------------------------------------|
|                                                   |
| **                                                     |
|                                                   |
| Statements:   Equitable Gathering, LLC                 |
|                                                   |
| Attn: Accounting  Department                           |
| Telephone:                                             | (423) 224-3800 |   |
| Facsimile:                                             | (423) 224-3894 |   |

 

23

----

 
|                                                                                                                                                                                                                                                                                                                                                       |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| To Equitable:                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                                       |
| Equitable Gathering, LLC   Attention: Gas Control   225 North Shore Drive   Pittsburgh, Pennsylvania 15212-5861   Phone: 412-395-2587   With a copy to:   Equitable Production Company   Attention: Vice President & General Counsel   1710 Pennsylvania Avenue   Charleston, West Virginia 25302   Phone: 304-348-3890   Facsimile: 304-343-2829 |
|                                                                                                                                                                                                                                                                                                                                                       |
| To MEA:                                                                                                                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                       |
| MarkWest Energy  Appalachia, LLC   1515 Arapahoe Street   Tower 2, Suite 700   Denver, Colorado 80202   Attn: Contract Administration                                                                                                                                                                                                                 |
| Telephone:                                                                                                                                                                                                                                                                                                                                                 | (303) 290-8700 |   |
| Facsimile:                                                                                                                                                                                                                                                                                                                                                 | (303)290-8669 |   |
|                                                                                                                                                                                                                                                                                                                                                       |
| With a copy to:                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                       |
| MarkWest Energy  Appalachia, LLC   1515 Arapahoe Street   Tower 2, Suite 700   Denver, Colorado 80202   Attn: General Counsel                                                                                                                                                                                                                    |
| Telephone:                                                                                                                                                                                                                                                                                                                                                 | (303) 925-9220 |   |
| Facsimile:                                                                                                                                                                                                                                                                                                                                                 | (303) 925-9308 |   |

 

Either party may change itsaddress for notice purposes by written notice to that effect delivered to theother party in accordance with this Article.

 

## 13.9                           Upon a determination by a court of competent jurisdictionthat any term or other provision of this Agreement is invalid, illegal orincapable of being enforced, then (i) all other conditions and provisionsof this Agreement shall nevertheless remain in full force and effect, (ii) theparties shall negotiate in good faith to modify this Agreement to give effectto the original economic and legal intent of the parties as closely as possiblein an acceptable manner to the end 

 

24

----

 

## thatthe transactions contemplated by this Agreement are fulfilled to the extentpossible and (iii) if the Parties are unable to agree on suchmodifications to this Agreement and the economic or legal substance of thetransactions contemplated by this Agreement is affected in any mannermaterially adverse to any Party, then this Agreement shall be interpreted togive effect to the original economic and legal intent of the Parties as closelyas possible in an acceptable manner to the end that the transactionscontemplated by this Agreement are fulfilled to the extent possible.

##  

## 13.10                     ThisAgreement is made solely for the benefit of the parties, and no other person,including any officer or employee of the parties, shall have any right, claimor cause of action under or by virtue of this Agreement.

##  

## 13.11                     MEAand Equitable agree to take all such further actions and to execute,acknowledge and deliver all such further documents that are reasonablynecessary or useful in carrying out the purpose of this Agreement.

##  

(signatures on next page)

 

25

----

 

IN WITNESS WHEREOF, theparties hereto have executed this Agreement on the date first written above.

 
| **EQUITABLE GATHERING, LLC**    | **MARKWEST ENERGY  APPALACHIA,   L.L.C.**  |
|---------------------------------|--------------------------------------------|
|                            |                                       |
|                            |                                       |
| By:                             | /s/ JOSEPH O’BRIEN                    |   | By: | /s/ FRANK M. SEMPLE |
| Name:  Joseph O’Brien | Name:  Frank M. Semple                |
| Title:    President   | Title:    CEO and President |
|                                 |                                            |  |  |  |

 

*[SignaturePage to Natural Gas Liquids Transportation, Fractionation and MarketingAgreement]*

 

----

 

**EXHIBITA**

 

**PRODUCTSQUALITY SPECIFICATIONS**

 

**PROPANE**

 
| **Product Characteristics**          | ** ** | **Minimum** | ** ** | **Maximum**                                                                                                             | ** ** | **Test Methods   Latest Revision** | ** ** |
|-------------------------------------------|------------|-------------|------------|-------------------------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------|------------|
|                                      |       |        |       |                                                                                                                    |       |                                              |       |
| 1. Composition                            |       |        |       |                                                                                                                    |       | ASTM E-260                                        |       |
| *Percent by Liquid Volume:*               | * *   | * *    | * *   | * *                                                                                                                | * *   | * *                                          | * *   |
|                                      |       |        |       |                                                                                                                    |       |                                              |       |
| Ethane                                    |       |        |       | As limited by other components and vapor  pressure; however in no event more than 5% by volume of the volume of propane |       |                                              |       |
|                                      |       |        |       |                                                                                                                    |       |                                              |       |
| HD-5 Propane                              |       | 90          |       | 100                                                                                                                     |       |                                              |       |
|                                      |       |        |       |                                                                                                                    |       |                                              |       |
| Propylene                                 |       |        |       | 5                                                                                                                       |       |                                              |       |
|                                      |       |        |       |                                                                                                                    |       |                                              |       |
| Butanes & Heavier                |       |        |       | 2.5                                                                                                                     |       | ASTM D-2163                                       |       |
|                                      |       |        |       |                                                                                                                    |       |                                              |       |
| 2. Vapor Pressure (psig @ 100 degrees F.) |       |        |       | 208                                                                                                                     |       | ASTM D-1267                                       |       |
|                                      |       |        |       |                                                                                                                    |       |                                              |       |
| 3. Corrosion                              |       |        |       |                                                                                                                    |       |                                              |       |
| Copper Strip @ 100 deg. F.                |       |        |       | 1-b                                                                                                                     |       | ASTM D-1838                                       |       |
|                                      |       |        |       |                                                                                                                    |       |                                              |       |
| 4. Total Sulfur (PPM by weight in liquid) |       |        |       | 123                                                                                                                     |       | ASTM D-2784                                       |       |
|                                      |       |        |       |                                                                                                                    |       |                                              |       |
| 5. Non-Volatile Residue                   |       |        |       |                                                                                                                    |       |                                              |       |
| a) Milliliters @ 100 deg. F.              |       |        |       | 0.05                                                                                                                    |       | ASTM D-2158                                       |       |
| b) Oil Stain                              |       |        |       | Pass                                                                                                                    |       |                                              |       |

 

----

 

**NORMAL BUTANE**

 
| **Product Characteristics**          | ** ** | **Minimum** | ** ** | **Maximum** | ** ** | **Test Methods   Latest Revision** | ** ** |
|-------------------------------------------|------------|-------------|------------|-------------|------------|---------------------------------------------------|------------|
|                                      |       |        |       |        |       |                                              |       |
| 1. Composition                            |       |        |       |        |       | ASTM E-260                                        |       |
| *Percent by Liquid Volume:*               | * *   | * *    | * *   | * *    | * *   | * *                                          | * *   |
|                                      |       |        |       |        |       |                                              |       |
| Isobutane and Lighter                     |       |        |       | 5           |       | ASTM D-2163                                       |       |
|                                      |       |        |       |        |       |                                              |       |
| Butylene (Percent of N. Butane)           |       |        |       | 1           |       |                                              |       |
|                                      |       |        |       |        |       |                                              |       |
| Normal Butane & Butylene         |       | 95          |       | 100         |       | GPA 2165                                          |       |
|                                      |       |        |       |        |       |                                              |       |
| Pentanes & Heavier               |       |        |       | 2           |       |                                              |       |
|                                      |       |        |       |        |       |                                              |       |
| 2. Vapor Pressure (psig @ 100 degrees F.) |       |        |       | 50          |       | ASTM D-1267                                       |       |
|                                      |       |        |       |        |       |                                              |       |
| 3. Corrosion                              |       |        |       |        |       |                                              |       |
| Copper Strip @ 100 deg. F.                |       |        |       | 1-b         |       | ASTM D-1838                                       |       |
|                                      |       |        |       |        |       |                                              |       |
| 4. Total Sulfur (PPM by weight in liquid) |       |        |       | 140         |       | ASTM D-3246                                       |       |
|                                      |       |        |       |        |       |                                              |       |
| 5. Volatile Residue                       |       |        |       |        |       |                                              |       |
| 95% Evaporated-Temperature, degrees F.    |       |        |       | plus 36     |       | ASTM D-1837                                       |       |

 

----

 

**ISOBUTANE**

 
| **Product Characteristics**           | ** ** | **Minimum** | ** ** | **Maximum**   | ** ** | **Test Methods   Latest Revision** | ** ** |
|--------------------------------------------|------------|-------------|------------|---------------|------------|---------------------------------------------------|------------|
|                                       |       |        |       |          |       |                                              |       |
| 1. Composition                             |       |        |       |          |       | ASTM E-260                                        |       |
| *Percent by Liquid Volume:*                | * *   | * *    | * *   | * *      | * *   | * *                                          | * *   |
|                                       |       |        |       |          |       |                                              |       |
| Propane, Propylene and Lighter             |       |        |       | 3             |       | ASTM D-2163                                       |       |
|                                       |       |        |       |          |       |                                              |       |
| Isobutane                                  |       | 96          |       | 100           |       |                                              |       |
|                                       |       |        |       |          |       |                                              |       |
| Butylene, Normal Butane & Heavier |       |        |       | 4             |       |                                              |       |
|                                       |       |        |       |          |       |                                              |       |
| 2. Vapor Pressure (psig @ 100 degrees F.)  |       |        |       | 62            |       | ASTM D-1267                                       |       |
|                                       |       |        |       |          |       |                                              |       |
| 3. Corrosion                               |       |        |       |          |       |                                              |       |
| Copper Strip @ 100 deg. F.                 |       |        |       | 1-b           |       | ASTM D-1838                                       |       |
|                                       |       |        |       |          |       |                                              |       |
| 4. Total Sulfur (PPM by weight in liquid)  |       |        |       | 140           |       | ASTM D-3246                                       |       |
|                                       |       |        |       |          |       |                                              |       |
| 5. Volatile Residue                        |       |        |       |          |       |                                              |       |
| 95% Evaporated-Temperature, degrees F.     |       |        |       | plus 16       |       | ASTM D-1837                                       |       |
|                                       |       |        |       |          |       |                                              |       |
| 6. Dryness                                 |       |        |       | No free water |       | Visual                                            |       |

 

----

 

**NATURAL GASOLINE**

 
| **Product Characteristics**          | ** ** | **Minimum** | ** ** | **Maximum**   | ** ** | **Test Methods   Latest Revision** |
|-------------------------------------------|------------|-------------|------------|---------------|------------|---------------------------------------------------|
|                                      |       |        |       |          |       |                                              |
| 1. Composition                            |       |        |       |          |       | ASTM E-260                                        |
| *Percent by Liquid Volume:*               | * *   | * *    | * *   | * *      | * *   | * *                                          |
|                                      |       |        |       |          |       |                                              |
| Butanes and Lighter                       |       |        |       | 3             |       | GPA 2165                                          |
|                                      |       |        |       |          |       |                                              |
| Pentanes & Heavier               |       | 97          |       | 100           |       |                                              |
|                                      |       |        |       |          |       |                                              |
| 2. Vapor Pressure (psig @ 100 degrees F.) |       |        |       | 14            |       | ASTM D-323                                        |
|                                      |       |        |       |          |       |                                              |
| 3. Corrosion                              |       |        |       |          |       |                                              |
| Copper Strip @ 104 deg. F.                |       |        |       | 1-b           |       | ASTM D-130                                        |
|                                      |       |        |       |          |       |                                              |
| 4. Doctor Test                            |       |        |       | Negative      |       | GPA 1138                                          |
|                                      |       |        |       |          |       |                                              |
| 5. Dryness                                |       |        |       | No free water |       | Visual                                            |
|                                      |       |        |       |          |       |                                              |
| 6. Color                                  |       |        |       | No Color      |       | Field White Cup Method                            |
| Saybolt No.                               |       | plus 25     |       |          |       | Lab-ASTM D-156                                    |
|                                      |       |        |       |          |       |                                              |
| 7. Distillation                           |       |        |       |          |       |                                              |
| End Point, deg. F.                        |       |        |       | 375           |       | ASTM D-216                                        |

 

----

 

**EXHIBIT B**

 

**GATHERING AREA**

******

 

----

 

**EXHIBIT C**

 

******

 

----

 

**EXHIBIT D**

 

**EXAMPLES OF CALCULATIONS**

 

******

 

----

 

**EXHIBIT E**

 

**INSURANCE**

 

Coverage Required.  At all timesduring the Term of this Agreement, MEA and Equitable each shallcarry with insurers reasonably acceptable to the other, at each such party’ssole expense, insurance of the types and in the minimum coverages set forthbelow, subject to standard policy terms, conditions and exclusions.  Any and all deductibles and self-insuredretentions in the insurance policies described below shall be assumed by theparty carrying such insurance.

 

(i)    Workers Compensation Insurance, including,without limitation, statutory and occupational disease coverage required underapplicable law;

 

(ii)   Employer’s Liability Insurance with limits ofliability of not less than ****** dollars ($******) per occurrence covering employee accident, injury anddeath;

 

(iii)  Commercial General Liability Insurance,including, without limitation, premises and operations, products and completed operations,cross liability and contractual liability coverages, and no endorsementslimiting coverage due to a party’s negligence, with a combined single limit ofnot less than ****** dollars ($******)per occurrence;

 

(iv)  Automobile Liability Insurance, coveringowned, hired, and non-owned automobiles with a combined single limit of notless than ****** dollars ($******)per occurrence; and

 

(v)   Commercial Property and All-Risk CasualtyInsurance, including Boiler and Machinery, in amounts not less than thereplacement amount for the covered property, and covering breakdown ofequipment, pressure vessels, systems, and machinery.

 

(vi)  Excess Liability Umbrella Insurance over thatrequired in (ii), (iii) and (iv) above, with minimum limits of ****** dollars ($******) peroccurrence.

 

Additional Insured Endorsements/ Primary Coverage/Other.  The policies required bySubsections 1(ii) through 1(vi) above shall be endorsed to name theother party, its parent compan(ies), subsidiaries and affiliates as additionalinsureds.  Each of the policies set forthabove shall be endorsed to waive subrogation against the other party.  To the extent of the liabilities retained orassumed by each party under this Agreement, each party agrees that all such insurancepolicies carried by such party shall be primary and non-contributory to theother party’s insurance.  All policies(applying to coverage listed above), unless prohibited under applicable law,shall contain no exclusion for punitive damages.  Theinsurance to be obtained hereunder shall not be construed as limiting a party’sindemnity liability or other liability and obligations under the Agreement tothe amount of the minimum required insurance coverage.

 

----